SYSTEM ENERGY RESOURCES INC (Form: S-3, Received: 01/14/2009 15:15:04)

As filed with the Securities and Exchange Commission on January 14, 2009

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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SYSTEM ENERGY RESOURCES, INC. (Exact name of registrant as specified in its charter)
Arkansas (State or other jurisdiction of incorporation or organization)	72-0752777 (I.R.S. Employer Identification No.)
Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 (601) 368-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices )

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JOSEPH J. CERISE, ESQ.	THEODORE H. BUNTING, JR.		JOHN T. HOOD, ESQ.
Senior Counsel -	Senior Vice President and	Partner
Corporate and Securities	Chief Accounting Officer	Morgan, Lewis & Bockius LLP
Entergy Services, Inc.	System Energy Resources, Inc.	101 Park Avenue
639 Loyola Avenue	639 Loyola Avenue	New York, New York 10178
New Orleans, Louisiana 70113	New Orleans, Louisiana 70113	(212) 309-6281
(504) 576-4257	(504) 576-2517

(Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service)

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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement.

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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ X ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "an accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ X ] (Do not check if a smaller reporting company) Smaller reporting company [ ]

CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered	Proposed maximum aggregate offering price (1)	Amount of registration fee (1)
First Mortgage Bonds	$150,000,000	$5,895

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

Subject to completion

Dated , 2009

$150,000,000

FIRST MORTGAGE BONDS

SYSTEM ENERGY RESOURCES, INC.
Echelon One

1340 Echelon Parkway

Jackson, Mississippi 39213
(601) 368-5000

We -

may periodically offer our first mortgage bonds in one or more series; and
will determine the price and other terms of each series of first mortgage bonds when sold, including whether any series will be subject to redemption prior to maturity.

The First Mortgage Bonds -

will be secured by a mortgage that constitutes a first mortgage lien on substantially all of our property; and
will not be listed on a national securities exchange unless otherwise indicated in the accompanying prospectus supplement.

You -

will receive interest payments in the amounts and on the dates specified in an accompanying prospectus supplement.

This prospectus may be used to offer and sell series of first mortgage bonds only if accompanied by the prospectus supplement for that series. We will provide the specific information for that offering and the specific terms of these first mortgage bonds, including their offering prices, interest rates and maturities, in supplements to this prospectus. The supplements may also add, update or change the information in this prospectus. You should read this prospectus and any supplements carefully before you invest.

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Investing in the first mortgage bonds offered by this prospectus involves risks. See "Risk Factors" on page 2.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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We may offer the first mortgage bonds directly or through underwriters, agents or dealers. Each prospectus supplement will provide the terms of the plan of distribution for the related series of first mortgage bonds.

The date of this prospectus is , 2009.

RISK FACTORS

Investing in the first mortgage bonds involves certain risks. In considering whether to purchase the first mortgage bonds being offered (the "New Bonds"), you should carefully consider the information we have included or incorporated by reference in this prospectus. In particular, you should carefully consider the information under the heading "Risk Factors" as well as the factors listed under the heading "Forward-Looking Information," in each case, contained in our Annual Report on Form 10-K for the year ended December 31, 2007 (the "2007 10-K"), and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, each of which is incorporated by reference herein.

In addition, you should consider the following risk factor relating to the New Bonds:

The New Bonds will benefit from the support of the Availability Agreement and the Capital Funds Agreement; however, we have reserved the right to terminate these arrangements.

As described elsewhere in this prospectus, the Availability Agreement and the Capital Funds Agreement are backstop arrangements for the benefit of our bondholders and other lenders. In addition to the lien of our mortgage, the New Bonds may have the sole and exclusive benefit of an Assignment of Availability Agreement, Consent and Agreement and a Supplementary Capital Funds Agreement and Assignment. However, we currently have the right to terminate the Availability Agreement, and the assignments thereof, without the consent of any assignees. By purchasing New Bonds offered by this prospectus, investors will pre-consent to the termination of the Availability Agreement and any Assignment of Availability Agreement that may apply to the New Bonds. We have reserved the similar right to terminate the Capital Funds Agreement, and the assignments thereof, when all other holders of our indebtedness who currently have the benefit of such security consent to such an action (or their indebtedness is retired). By purchasing New Bonds offered by this prospectus supplement, investors will pre-consent to the termination of the Capital Funds Agreement and any Supplementary Capital Funds Agreement that may apply to the New Bonds. Exercise of the right to terminate these agreements would end all support arrangements contained in the respective agreement, including the support arrangements in case of a permanent shut down of Grand Gulf (as defined below). This exercise, if undertaken by us, may have an adverse impact on our outstanding securities, including the New Bonds.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the United States Securities and Exchange Commission (the "SEC"), utilizing a "shelf" registration process. Under this shelf process, we may sell the New Bonds described in this prospectus in one or more offerings up to a total dollar amount of $150 million. This prospectus provides a general description of the New Bonds being offered. Each time we sell a series of New Bonds we will provide a prospectus supplement containing specific information about the terms of that series of New Bonds and the related offering. Any prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. It is important for you to consider the information contained in this prospectus and the related prospectus supplement together with the additional information referenced under the heading "Where You Can Find More Information" in making your investment decision.

SYSTEM ENERGY RESOURCES, INC.

General

Our principal executive offices are located at Echelon One, 1340 Echelon Parkway, Jackson, Mississippi 39213. Our telephone number is 601-368-5000. We are a wholly-owned subsidiary of Entergy Corporation ("Entergy"), which also owns all of the common stock of Entergy Arkansas, Inc. ("Entergy Arkansas"), Entergy Mississippi, Inc. ("Entergy Mississippi"), Entergy New Orleans, Inc. ("Entergy New Orleans") and Entergy Texas, Inc. and the common membership interests in each of Entergy Gulf States Louisiana, L.L.C. and, indirectly, Entergy Louisiana, LLC ("Entergy Louisiana," and, together with Entergy Arkansas, Entergy New Orleans and Entergy Mississippi, the "System Operating Companies"). Other subsidiaries of Entergy from which we buy services include Entergy Services, Inc., an administrative services company, and Entergy Operations, Inc., a nuclear management services company ("Entergy Operations"). We buy nuclear fuel and certain related services from System Fuels, Inc., another Entergy subsidiary (Entergy and its consolidated subsidiaries, the "Entergy System").

Nature of Our Business

Our principal asset consists of our 90% ownership/leasehold interest in Unit 1 of the Grand Gulf Steam Electric Generating Station (nuclear) ("Grand Gulf"), a 1,250-megawatt nuclear powered electric generating unit near Port Gibson, Mississippi. The other 10% of Grand Gulf is owned by South Mississippi Electric Power Association, a wholesale cooperative in Mississippi. Grand Gulf began commercial operation in 1985 and has operated without a significant shutdown since that time except for normal refueling outages. We have approximately a 78.5% ownership interest and, from a sale and leaseback transaction, an 11.5% leasehold interest in Grand Gulf. As part of the sale and leaseback arrangements, we are required to maintain letters of credit to secure certain amounts payable for the benefit of the equity investors under the leases. The current letters of credit, in the aggregate amount of approximately $198 million, are effective until May 29, 2009.

We sell the capacity and energy from our 90% interest exclusively to the System Operating Companies. These sales are made under a Unit Power Sales Agreement among us and the System Operating Companies (the "Unit Power Sales Agreement") which has been approved by the Federal Energy Regulatory Commission (the "FERC"). (See "-Source of Revenue" below.) In 1990, Entergy Operations took over responsibility for operating Grand Gulf. At September 30, 2008, we had utility plant assets (net of accumulated depreciation) of approximately $1.8 billion, long-term debt of approximately $745 million and common shareholder's equity of approximately $883 million.

Source of Revenue

Our operating revenues are derived from the allocation of the capacity, energy and related costs associated with our 90% share of Grand Gulf pursuant to the Unit Power Sales Agreement. Under that agreement, we agreed to sell all of our share of capacity and energy from Grand Gulf to the System Operating Companies in accordance with specified percentages (Entergy Arkansas, 36%, Entergy Louisiana, 14%, Entergy Mississippi, 33% and Entergy New Orleans, 17%) as ordered by the FERC. Charges under this agreement are paid in consideration for the purchasing System Operating Companies' respective entitlement to receive capacity and energy and are payable irrespective of the quantity of energy delivered so long as Grand Gulf remains in commercial operation. The average monthly obligations for payments from the System Operating Companies to us for 2007 under the Unit Power Sales Agreement were approximately $17.1 million for Entergy Arkansas, $6.8 million for Entergy Louisiana, $13.9 million for Entergy Mississippi and $8.3 million for Entergy New Orleans.

Payments under the Unit Power Sales Agreement are our only source of operating revenues. Our financial condition, therefore, depends upon the receipt of payments from the System Operating Companies under the Unit Power Sales Agreement and on the continued commercial operation of Grand Gulf. We have no reason to believe that the System Operating Companies will not be in a position to meet their financial obligations to pay for their allocated portions of Grand Gulf capacity and energy under the Unit Power Sales Agreement. For information with respect to other commitments and contingent obligations of the System Operating Companies, reference is made to Note 8, "Commitments and Contingencies" of the Notes to Financial Statements in the 2007 10-K.

The Unit Power Sales Agreement is to remain in effect until terminated by the parties (this termination being subject to the FERC's approval), which we expect to occur upon Grand Gulf's retirement from service at the expiration date of its operating license, November 1, 2024. In general, approval by holders of our outstanding indebtedness for borrowed money would not be required for termination, amendment or modification of the Unit Power Sales Agreement.

Contractual Arrangements for the Benefit of Creditors

As described elsewhere in this prospectus, substantially all of our property is subject to our mortgage, which secured $70 million of our outstanding first mortgage bonds at October 31, 2008. In addition, certain of our indebtedness for borrowed money, including our outstanding first mortgage bonds, is secured by assignments of our rights under our Capital Funds Agreement, dated as of June 21, 1974, as amended and supplemented, with Entergy (the "Capital Funds Agreement") and our Availability Agreement dated as of June 21, 1974, as amended, with the System Operating Companies (the "Availability Agreement"). The New Bonds offered by this prospectus may likewise be secured by assignments of our rights under these support arrangements; however, by the terms of the New Bonds, holders of the New Bonds will consent to our right to terminate these agreements and assignments without any further action by the holders, subject to certain conditions.

Pursuant to the Capital Funds Agreement and the assignments thereof, Entergy has agreed to supply to us sufficient capital to (1) maintain our equity capital at an amount equal to a minimum of 35% of our total capitalization (excluding short-term debt), and (2) permit the continuation of commercial operation of Grand Gulf and to pay in full all of our indebtedness for borrowed money when due under any circumstances. The performance by Entergy of its obligations under the Capital Funds Agreement is not conditioned on Grand Gulf continuing to remain in service.

Pursuant to the Availability Agreement and the assignments thereof, the System Operating Companies are individually obligated to make payments or subordinated advances to us in accordance with stated percentages (Entergy Arkansas, 17.1%, Entergy Louisiana, 26.9%, Entergy Mississippi, 31.3% and Entergy New Orleans, 24.7%) in amounts that, when added to amounts received under the Unit Power Sales Agreement or otherwise, are adequate to cover all of (i) our total operating expenses for Grand Gulf, including depreciation at a specified rate and permanent shutdown costs and (ii) our interest charges. The respective percentages of payments due by the System Operating Companies were agreed upon by the parties pursuant to an amendment to the Availability Agreement in connection with the financing of the construction costs of Grand Gulf. The different percentages of allocation of capacity and energy from Grand Gulf, and the corresponding payments due by the System Operating Companies under the Unit Power Sales Agreement, were ordered by the FERC in June 1985 based upon the FERC's determination of these companies' system-wide demand responsibilities.

The Availability Agreement provides assurances that we would have available adequate cash resources to cover our operating expenses and interest costs and permanent shutdown costs in the event of a shortfall of funds available to us from sales of capacity and energy under the Unit Power Sales Agreement and from other sources. These assurances do not cover or provide for a return on equity. On the other hand, payments to us under the Unit Power Sales Agreement cover our full cost of service, to the extent allowed pursuant to FERC ratemaking practices, including a return on equity. The Availability Agreement by its terms provides that amounts payable thereunder in respect of Grand Gulf are payable even if the unit is not in service for any reason. As discussed above, payments under the Unit Power Sales Agreement are required to be made so long as Grand Gulf remains in commercial operation. Since commercial operation of Grand Gulf began, payments under the Unit Power Sales Agreement to us have exceeded the amounts payable under the Availability Agreement. Accordingly, no payments under the Availability Agreement by the System Operating Companies have ever been required.

The Capital Funds Agreement may be terminated, amended or modified by mutual agreement of the parties thereto, and, upon also obtaining, if required, the consent of those holders of our indebtedness then outstanding who have received assignments of the agreements as referred to above. We and the other parties thereto currently have the right to terminate, amend or modify the Availability Agreement and the assignments thereof without the consent of any assignees.

Additional Information

The information above is only a summary and is not complete. For further information about the support arrangements described above, see "Description of New Bonds" in this prospectus, and for further information about our support arrangements, please refer to the 2007 10-K and Note 8, "Commitments and Contingencies" of the Notes to Financial Statements in the 2007 10-K. You should also read the incorporated documents listed under the heading "Where You Can Find More Information" for more specific information concerning our business and affairs, including significant contingencies, significant factors and known trends, our general capital requirements, our financing plans and capabilities, and pending legal and regulatory proceedings.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the SEC, under the Securities Act of 1933 (the "Securities Act"). This prospectus is part of the registration statement, but the registration statement also contains or incorporates by reference additional information and exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and therefore will be required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings are available to the public on the Internet at the SEC's website located at http://www.sec.gov . You may read and copy any document that we file with the SEC at the SEC's public reference room located at:

100 F Street, N.E.
Room 1580
Washington, D.C. 20549-1004.

Call the SEC at 1-800-732-0330 for more information about the public reference room and how to request documents.

The SEC allows us to "incorporate by reference" the information filed by us with the SEC, which means we can refer you to important information without restating it in this prospectus. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement to which this prospectus relates and prior to the effectiveness of the registration statement, along with any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we have sold all of the New Bonds described in this prospectus:

1. the 2007 10-K; and

2. our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008; and September 30, 2008.

You may access a copy of any or all of these filings, free of charge, at our web site, which is located at http:// www.entergy.com , or by writing or calling us at the following address:

Paul A. Castanon
Assistant Secretary
System Energy Resources, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-2095

You may also direct your requests via e-mail to pcastan@entergy.com. We do not intend our Internet address to be an active link or to otherwise incorporate the contents of the website into this prospectus or any accompanying prospectus supplement.

You should rely only on the information incorporated by reference or provided in this prospectus or any accompanying prospectus supplement. We have not, nor have any underwriters, dealers or agents, authorized anyone else to provide you with different information about us or the New Bonds. We are not, nor are any underwriters, dealers or agents, making an offer of the New Bonds in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any accompanying prospectus supplement is accurate as of any date other than the date on the front of those documents or that the documents incorporated by reference in this prospectus or any accompanying prospectus supplement are accurate as of any date other than the date those documents were filed with the SEC. Our business, financial condition, results of operations and prospects may have changed since these dates.

RATIO OF EARNINGS TO FIXED CHARGES

We have calculated ratios of earnings to fixed charges pursuant to Item 503 of Regulation S-K of the SEC as follows:

Twelve Months Ended
September 30,	December 31,
2008	2007	2006	2005	2004	2003
3.57	3.95	4.05	3.85	3.95	3.66

"Earnings" represent the aggregate of (1) income before the cumulative effect of an accounting change, (2) taxes based on income, (3) investment tax credit adjustments-net and (4) fixed charges. "Fixed Charges" include interest (whether expensed or capitalized), related amortization and estimated interest applicable to rentals charged to operating expenses. We accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges.

USE OF PROCEEDS

The net proceeds from the offering of the New Bonds will be used either (a) to repurchase or redeem one or more series of our outstanding securities on their stated due dates or in some cases prior to their stated due dates or (b) for other general corporate purposes. The specific purposes for the proceeds of a particular series of New Bonds or the specific securities, if any, to be acquired or redeemed with the proceeds of a particular series of New Bonds will be described in the prospectus supplement relating to that series.

DESCRIPTION OF NEW BONDS

General

We will issue the New Bonds offered by this prospectus from time to time in one or more series under one or more separate supplemental indentures to the Mortgage and Deed of Trust dated as of June 15, 1977 with The Bank of New York Mellon, successor trustee (the "trustee"). This Mortgage and Deed of Trust, as amended and supplemented, is referred to in this prospectus as the "mortgage." All first mortgage bonds issued or to be issued under the mortgage, including the New Bonds offered by this prospectus, are referred to herein as "first mortgage bonds."

The statements in this prospectus and any accompanying prospectus supplement concerning the New Bonds and the mortgage are not comprehensive and are subject to the detailed provisions of the mortgage. The mortgage and a form of supplemental indenture are filed as exhibits to the registration statement of which this prospectus forms a part. You should read these documents for provisions that may be important to you. The mortgage has been qualified under the Trust Indenture Act of 1939. You should refer to the Trust Indenture Act of 1939 for provisions that apply to the New Bonds. Wherever particular provisions or defined terms in the mortgage are referred to under this heading "Description of New Bonds," those provisions or defined terms are incorporated by reference in this prospectus.

Terms of Specific Series of the New Bonds

The prospectus supplement relating to each series of New Bonds offered by this prospectus will include a description of the specific terms relating to the offering of that series. These terms will include any of the following terms that apply to that series:

the designation, or name, of the series of New Bonds;
the aggregate principal amount of the series;
the offering price of the series;
the date on which the series will mature;
the rate or method for determining the rate at which the series will bear interest;
the date from which interest on the series accrues;
the dates on which interest on the series will be payable;
the prices and other terms and conditions, if any, upon which we may redeem the series prior to maturity;
the applicability of a dividend covenant, if any, to the series;
the designation of the particular Supplementary Capital Funds Agreement and Assignment and the Assignment of Availability Agreement, Consent and Agreement, in each case, if any, to a given series of New Bonds;
the rights, if any, of a holder to elect repayment;
the terms of an insurance policy, if any, that will be provided for the payment of principal of and/or interest on the series; and
any other terms or provisions relating to that series that are not inconsistent with the mortgage.

As of December 31, 2008, we had $70 million principal amount of first mortgage bonds outstanding.

Payment

The New Bonds and interest thereon will be paid in any coin or currency of the United States of America that at the time of payment is legal tender at the corporate trust office of the trustee in the Borough of Manhattan, City and State of New York. See "--Book-Entry Securities."

Sinking Fund

The New Bonds will not be subject to any sinking fund, maintenance and improvement fund or similar fund with respect to the first mortgage bonds.

Form and Exchange

The New Bonds will be fully-registered bonds without coupons. See "--Book-Entry Securities." The New Bonds will be exchangeable for other New Bonds of the same series in equal aggregate principal amounts. No service charge will be made for any registration of transfer or exchange of the New Bonds. However, we may require payment to cover any tax or other governmental charge that may be imposed in connection with a registration of transfer or exchange. (Mortgage, Article II). We will not be required to provide for the transfer or exchange of any New Bond

during the 15 days before an interest payment date (unless such series has a record date for the payment of interest),
during the 15 days before giving any notice of redemption, or
selected for redemption.

(Mortgage, Section 2.05).

Security

In the opinion of our counsel named under "Legality," the New Bonds will be secured, equally and ratably with all other first mortgage bonds issued and outstanding under the mortgage, by:

a valid, first lien on all real property, which does not include property we hold under leases, and our interests in real property and the improvements thereon specifically described in the granting clauses of the mortgage (and not excepted from the Lien of the mortgage by the provisions thereof), and
a first perfected security interest in all personal property, interests in personal property and fixtures specifically described in the granting clauses of the mortgage (and not excepted from the Lien of the mortgage by the provisions thereof),

in each case subject to no liens, charges or encumbrances, other than

minor defects and encumbrances customarily found in properties of like size and character that do not materially impair the use of the property affected thereby in the conduct of our business;
liens, defects and encumbrances, if any, existing or placed thereon at the time of our acquisition of the property; and
excepted encumbrances, and

except as limited by bankruptcy law.

In addition to properties released under the terms of the mortgage, the mortgage does not create a lien on the following "excepted property":

cash and securities;
all products, equipment, apparatus, materials or supplies held for sale or other disposition or consumable during use including Nuclear Fuel;
rolling stock, automobiles, vehicles and aircraft and any Space Satellites;
timber, minerals, mineral rights and royalties; and
receivables, contracts, leases and operating agreements.

The mortgage contains provisions for subjecting after acquired property (subject to pre-existing liens) to the Lien of the mortgage. However, if we consolidate or merge with, or sell substantially all of our assets to, another corporation, the lien created by the mortgage will generally not cover the property of the successor company, other than the property it acquires from us and improvements, extensions and additions to that property and renewals and replacements thereof. (Mortgage, Sections. 16.02 and 16.03).

The mortgage also provides that the trustee has a lien on the mortgaged property to ensure the payment of its reasonable compensation, expenses and disbursements and for indemnity against certain liabilities. This lien takes priority over the lien securing the first mortgage bonds. (Mortgage, Section 17.08).

The mortgage requires that most proceeds of property insurance be held by the trustee pending release to us or to stated uses in respect of first mortgage bonds. See Note 8 - "Commitments and Contingencies-Nuclear Insurance" of Notes to Financial Statements in the 2007 10-K for information with respect to an NRC rule which could significantly restrict the availability of insurance proceeds to the trustee and the holders of first mortgage bonds.

The Twenty-first Series Bonds have as additional security the sole and exclusive benefit of the Thirty-sixth Assignment of Availability Agreement, Consent and Agreement and the Thirty-sixth Supplementary Capital Funds Agreement and Assignment and all proceeds therefrom. (Twenty-third Supplemental Indenture, Section 7.01).

Any series of New Bonds may have as additional security the sole and exclusive benefit of its own Assignment of Availability Agreement, Consent and Agreement among the Company, the System Operating Companies and the trustee and its own Supplementary Capital Funds Agreement and Assignment among the Company, Entergy and the trustee, and all proceeds therefrom. Under the Thirty-sixth Assignment of Availability Agreement, Consent and Agreement and any such Assignment relating to New Bonds, provisions of the Availability Agreement and any such Assignments may be amended or waived at any time upon the receipt of consents from the holders of more than 50% of the aggregate outstanding principal amount of the affected series of first mortgage bonds and any other necessary consents. Similarly, the Thirty-sixth Supplementary Capital Funds Agreement and Assignment and any such Supplementary Capital Funds Agreement and Assignment relating to New Bonds will provide that the provisions of the Capital Funds Agreement and any such Supplements may be amended or waived at any time upon the receipt of consents from the holders of more than 50% of the aggregate outstanding principal amount of the affected series of first mortgage bonds and any other necessary consents.

Under each Assignment of Availability Agreement, Consent and Agreement, we have assigned to the bondholders secured thereby its rights, on a pari passu basis, to certain payments which the System Operating Companies have agreed to make to us in respect of the Grand Gulf Station. Under each Supplementary Capital Funds Agreement and Assignment, we have assigned to the bondholders secured thereby our rights, on a pari passu basis, to certain payments which Entergy has agreed to make to us. We have reserved the right to assign our rights to these payments from the System Operating Companies and Entergy to other lenders on a pari passu basis. At present these rights are also assigned to a group of banks providing letters of credit in respect of a lease of approximately an 11.5% undivided ownership interest in Grand Gulf 1. See Note 8 - "Commitments and Contingencies-Reimbursement Agreement" and Note 10 - "Leases-Sale and Leaseback Transactions" of the Notes to Financial Statements in the 2007 10-K and subsequent Incorporated Documents for further information.

For a further description of the terms of the Availability Agreement and the Capital Funds Agreement and related agreements, please refer to the 2007 10-K and Note 8, "Commitments and Contingencies" of the Notes to Financial Statements in the 2007 10-K and subsequent Incorporated Documents.

Further, we have reserved the right to terminate the Availability Agreement and the Thirty-sixth Assignment of Availability Agreement, Consent and Agreement, and the Capital Funds Agreement and the Thirty-sixth Supplementary Capital Funds Agreement and Assignment upon delivery to the trustee of an Officers' Certificate stating that: (i) our first mortgage bonds have been rated A3, A- or A- or better, respectively, by Moody's Investors Service, Standard & Poor's and Fitch, for at least the preceding 6 consecutive months, and (ii) we have obtained written confirmation from each such rating agency, or their successors, that the ratings of our first mortgage bonds rated by such rating agency had not then dropped below A3, A- or A-, respectively, and (iii) said Agreements are similarly terminated as to all other outstanding series of first mortgage bonds and all of our other indebtedness. (Twenty-third Supplemental Indenture, Section 10.05).

We have reserved the additional right to terminate the Availability Agreement and the Capital Funds Agreement upon delivery to the trustee of an Officers' Certificate stating that (i) with respect to each series of first mortgage bonds established prior to June 1, 1992, either (a) no first mortgage bonds of such series remain Outstanding or (b) the holders of the requisite number of first mortgage bonds of such series have consented to the termination of the Availability Agreement and the Assignments thereof, the Capital Funds Agreement and the Supplements thereto, and (ii) said Agreements are similarly terminated as to all other Outstanding series of first mortgage bonds and all other of our indebtedness. (Twenty-third Supplemental Indenture, Section 10.05).

Under each supplemental indenture relating to the New Bonds, unless otherwise described in the applicable prospectus supplement, we intend to reserve the right to terminate the Availability Agreement and the Capital Funds Agreement, and any Assignment of the Availability Agreement, Consent and Agreement and any Supplementary Capital Funds Agreement and Assignment relating to the New Bonds, in the same manner as described above with respect to our outstanding first mortgage bonds.

Under each supplemental indenture relating to the New Bonds, we will covenant that we will not grant any security interest in our rights under the System Agreement, the Availability Agreement, the related Assignment of Availability Agreement, the Capital Funds Agreement or the related Supplementary Capital Funds Agreement and Assignment, except for security interests contemplated by such Assignment of Availability Agreement and Supplementary Capital Funds Agreement and Assignment, respectively. In addition, with certain restrictions, we have covenanted that we will not grant a security interest in our rights under any agreement for the sale of capacity and or energy from Grand Gulf 1 unless we simultaneously or prior thereto, grant to the holder of all first mortgage bonds a pro rata, pari passu interest in such collateral.

Issuance of Additional First Mortgage Bonds

First mortgage bonds of any series may be issued under the mortgage from time to time on the following bases:

60% of the lesser of the cost or fair value of property additions after adjustments to offset retirements;
retirements of first mortgage bonds; or
the deposit of cash with the trustee.

Property additions generally include electric property acquired but may not include items excepted from the Lien as summarized above under "-Security." Deposited cash may be withdrawn upon the bases stated in clause (1) or (2) above.

With certain exceptions in the case of clause (2) above, the issuance of first mortgage bonds must meet an "earnings" test. The adjusted net earnings, before income taxes, for 12 consecutive months of the preceding 15 months, must be at least twice the annual interest requirements on all first mortgage bonds outstanding at the time, including the additional first mortgage bonds to be issued, plus all indebtedness, if any, of prior or equal rank. No expenses for interest or for the amortization of debt discount and expense, amortization of property (other than depreciation or other similar provisions for property retirement), or for other amortization, or for any other extraordinary charge to income of whatever kind or nature, or for refunds of revenues previously collected by us subject to possible refund, or for any sinking fund or other device for the retirement of any indebtedness are required to be deducted from our revenues or our other income and no extraordinary items of any kind shall be included in calculating adjusted net earnings. (Ninth and Tenth Supplemental Indentures, Article III). In general, interest on variable interest rate bonds, if any, is calculated using the average rate in effect during such 12-month period. (Ninth Supplemental Indenture, Section 3.03).

We presently expect to issue all of the New Bonds against the retirement of first mortgage bonds or available property additions. At November 30, 2008, we could have issued approximately $148 million of first mortgage bonds on the basis of available property additions. At December 31, 2008, we could have issued approximately $1,265 million on the basis of retired first mortgage bonds.

The mortgage contains restrictions on the issuance of first mortgage bonds against property subject to liens. (Mortgage, Section 5.04).

Other than the security afforded by the lien of the mortgage and restrictions on the issuance of additional first mortgage bonds described above, there are no provisions of the mortgage that grant the holders of the first mortgage bonds protection in the event of a highly leveraged transaction involving us. However, such a transaction would require regulatory approval from the FERC.

Release and Substitution of Property

Property may be released without applying any earnings test, upon the bases of

(a) the deposit with the trustee of cash or, to a limited extent, purchase money mortgages;

(b) property additions under the mortgage, after adjustments in certain cases to offset retirements and after making adjustments for Qualified Lien Bonds outstanding against property additions; and

We can withdraw cash upon the bases stated in clauses (b) and (c) above subject to certain restrictions. (Mortgage, Article XI).

The mortgage contains special provisions with respect to Qualified Lien Bonds pledged and disposition of moneys received on pledged prior lien bonds. (Mortgage, Articles VIII and IX).

Restrictions on Dividends and Stock Redemptions

We may not declare dividends, other than stock dividends, or make other distributions on or acquisitions of, our stock (except where concurrently certain contributions or stock proceeds are received) unless certain defaults do not exist and the sum of certain indebtedness does not exceed 65% of adjusted capitalization. Certain other restrictions on our payment of common stock dividends are discussed under Note 8 - "Commitment and Contingencies-Reimbursement Agreement" of the Notes to Financial Statements in the 2007 10-K and subsequent Incorporated Documents.

Redemption and Purchase

The prospectus supplement for a particular series of New Bonds will contain the terms and conditions, if any, for redemption prior to maturity.

Cash deposited under any provisions of the mortgage (with certain exceptions) may be applied to the redemption or purchase (including the purchase from us) of first mortgage bonds of any series. (Mortgage, Article X).

Modification

Your rights as a bondholder may be modified with the consent of the holders of 66 2/3% of the first mortgage bonds, or, if less than all series of first mortgage bonds are adversely affected, with the consent of the holders of 66 2/3% of the first mortgage bonds of each series adversely affected. (Mortgage, Article XIX). We have reserved the right (without any consent or other action by holders of any series of first mortgage bonds created after June 30, 1992, including the New Bonds) to substitute for the foregoing provisions the following: Bondholders' rights may be modified with the consent of the holders of a majority of the first mortgage bonds, but if less than all series of the first mortgage bonds are so affected, only the consent of a majority of the affected first mortgage bonds is required. Since all of the first mortgage bonds issued on or prior to June 30, 1992 have matured or have been redeemed and are no longer outstanding under the mortgage, we may exercise this right to amend the mortgage at any time. (Fifteenth Supplemental Indenture, Section 10.01).

In general, no modification is effective against any bondholder without that bondholder's consent if it:

affects the terms of payment of principal, premium, if any, or interest;
affects the lien of the mortgage; or
reduces the percentage required for modification.

However, the supplemental indenture relating to the one series of first mortgage bonds currently outstanding provides that certain provisions of the mortgage may be amended or waived by the holders of a majority of first mortgage bonds of that series. (Twenty-third Supplemental Indenture, Section 10.04).

Defaults and Notices Thereof

Defaults under the mortgage include:

default in the payment of principal or any premium;
default for 60 days in the payment of interest;
certain events of bankruptcy, insolvency or reorganization;
various defaults by Entergy or us or any of the System Operating Companies in connection with any Supplementary Capital Funds Agreement and Assignment related to a specific series of New Bonds, the Availability Agreement, any Assignment of Availability Agreement related to such series of New Bonds or the System Agreement, all generally subject to 30-day grace periods and with the right of the holders of at least 15% in principal amount of such series of New Bonds then outstanding to give notice of Default in certain such cases;
the cessation of the Supplementary Capital Funds Agreement and Assignment related to a specific series of New Bonds, the Availability Agreement, and the Assignment of Availability Agreement related to such series of New Bonds to be in full force and effect under certain circumstances, and unless a substitute agreement is provided under certain conditions;
to the extent that a specific series has a Supplementary Capital Funds Agreement and Assignment relating thereto and an Assignment of Availability Agreement relating to such series, certain sales, mortgage or pledge of common stock of ours or of the System Operating Companies, but not including certain permitted mergers and dispositions of gas properties; and
default in other covenants for 90 days after notice by the trustee or by the holders of 15% in principal amount of all outstanding first mortgage bonds (unless we have in such period performed the covenant).

(Mortgage, Section 13.01).

The trustee may withhold notice of default, except in payment of principal, interest or an installment of any fund for retirement of first mortgage bonds, if it in good faith determines it is in the interests of the holders of first mortgage bonds. (Mortgage, Section 13.02).

The trustee or the holders of 25% of all outstanding first mortgage bonds may declare the principal and interest due and payable on default. However, a majority of the holders of all outstanding first mortgage bonds may annul such declaration if the default has been cured. (Mortgage, Section 13.03).

No holder of first mortgage bonds may enforce the lien of the mortgage without giving the trustee written notice of a default and unless

the holders of 25% of the first mortgage bonds have requested the trustee in writing to act, offered it reasonable opportunity to act and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby; and
the trustee shall have failed to act within 60 days of such request.

(Mortgage, Section 13.16).

The holders of a majority in aggregate principal amount of the first mortgage bonds may direct the time, method and place of conducting any proceedings for any remedy available to the trustee or exercising any trust or power conferred on the trustee; however, the trustee is not required to follow such direction if not sufficiently indemnified for expenditures. (Mortgage, Section 13.07).

Evidence to be Furnished to the Trustee

Compliance with the mortgage provisions is evidenced by written statements of our officers or persons we select or pay. In certain cases, opinions of counsel and certifications of an engineer, accountant, appraiser or other expert (who in some cases must be independent) must be furnished. We must give the trustee an annual certificate as to whether or not we have fulfilled our obligations under the mortgage throughout the preceding year. (Fifth Supplemental Indenture, Section 4.08).

Satisfaction and Discharge of Mortgage

Each supplemental indenture relating to the New Bonds will also permit us to deposit with the trustee cash or United States Government obligations, either of which would provide security for the New Bonds in lieu of the Lien of the mortgage. In such event, we would remain liable to pay when due the principal of, premium, if any, and interest on the New Bonds, but would no longer be subject to the general covenants of such supplemental indenture. If all Outstanding Bonds are similarly defeased, we would no longer be subject to the covenants of the mortgage.

Book-Entry Securities

The New Bonds will be issued in book-entry only form and will be represented by a registered global New Bond that will be deposited with, or on behalf of, The Depository Trust Company ("DTC") (or another depository which may replace DTC as depository for the book-entry New Bonds) and registered in the name of the depository or a nominee of the depository.

The following is based solely on information furnished by DTC:

Unless otherwise specified in the applicable prospectus supplement, DTC, New York, New York, will act as securities depository for the New Bonds. The New Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered New Bond certificate will be issued for each issue of the New Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC or its custodian.

DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTC is owned by the users of its regulated subsidiaries. Access to the DTCC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC rules applicable to its Direct and Indirect Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org .

Purchases of New Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the New Bonds on DTC's records. The ownership interest of each actual purchaser of each New Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the New Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in New Bonds, except in the event that use of the book-entry system for the New Bonds is discontinued.

To facilitate subsequent transfers, all New Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the New Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the New Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such New Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the New Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the New Bonds, such as redemptions, tenders, defaults, and proposed amendments to the mortgage. For example, Beneficial Owners of New Bonds may wish to ascertain that the nominee holding the New Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the trustee and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all the New Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to New Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts New Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, principal payments, interest payments, and any premium payments on the New Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from us or the trustee on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC or its nominee, the trustee, any underwriters or dealers or agents, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal payments, interest payments, and any premium payments on the New Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of either the trustee or us, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the New Bonds at any time by giving reasonable notice to the trustee or us. Under such circumstances, in the event that a successor depository is not obtained, certificates representing the New Bonds are required to be printed and delivered.

We may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, certificates representing the New Bonds will be printed and delivered to DTC.

Except as provided in the applicable prospectus supplement, a Beneficial Owner will not be entitled to receive physical delivery of the New Bonds. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the New Bonds.

PLAN OF DISTRIBUTION

Methods and Terms of Sale

We may use a variety of methods to sell the New Bonds including:

through one or more underwriters or dealers;
directly to one or more purchasers;
through one or more agents; or
through a combination of any such methods of sale.

The prospectus supplement relating to a particular series of the New Bonds will set forth the terms of the offering of the New Bonds, including:

the name or names of any underwriters, dealers or agents and any syndicate of underwriters;
the initial public offering price;
any underwriting discounts and other items constituting underwriters' compensation;
the proceeds we receive from that sale; and
any discounts or concessions allowed or reallowed or paid by any underwriters to dealers.

Underwriters

If we sell the New Bonds through underwriters, they will acquire the New Bonds for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The underwriters for a particular underwritten offering of New Bonds will be named in the applicable prospectus supplement and, if an underwriting syndicate is used, the managing underwriter or underwriters will be named on the cover page of the applicable prospectus supplement. In connection with the sale of New Bonds, the underwriters may receive compensation from us or from purchasers in the form of discounts, concessions or commissions. The obligations of the underwriters to purchase New Bonds will be subject to certain conditions. The underwriters will be obligated to purchase all of the New Bonds of a particular series if any are purchased. However, the underwriters may purchase less than all of the New Bonds of a particular series should certain circumstances involving a default of one or more underwriters occur.

The initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers by any underwriters may be changed from time to time.

Stabilizing Transactions

Underwriters may engage in stabilizing transactions and syndicate covering transactions in accordance with Rule 104 under the Exchange Act. Stabilizing transactions permit bids to purchase the underlying New Bond so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the New Bonds in the open market after the distribution has been completed in order to cover syndicate short positions. These stabilizing transactions and syndicate covering transactions may cause the price of the New Bonds to be higher than it would otherwise be if such transactions had not occurred.

Agents

If we sell the New Bonds through agents, the applicable prospectus supplement will set forth the name of any agent involved in the offer or sale of the New Bonds as well as any commissions we will pay to them. Unless otherwise indicated in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.

Related Transactions

Underwriters, dealers and agents (or their affiliates) may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of business.

Indemnification

We will agree to indemnify any underwriters, dealers, agents or purchasers and their controlling persons against certain civil liabilities, including liabilities under the Securities Act.

Listing

Unless otherwise specified in the applicable prospectus supplement, the New Bonds will not be listed on a national securities exchange or the Nasdaq Stock Market. No assurance can be given that any broker-dealer will make a market in any series of the New Bonds and, in any event, no assurance can be given as to the liquidity of the trading market for any of the New Bonds.

EXPERTS

The financial statements incorporated in this prospectus by reference from System Energy Resources, Inc.'s Annual Report on Form 10-K, and the effectiveness of System Energy Resources, Inc.'s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

LEGALITY

The legality of the New Bonds offered hereby will be passed upon for us by Wise Carter Child & Caraway, Professional Association, Jackson, Mississippi, as to matters of Mississippi law, by Friday, Eldredge & Clark, LLP, Little Rock, Arkansas, as to matters of Arkansas law, and by Morgan, Lewis & Bockius LLP, New York, New York, as to matters of New York law . Certain legal matters with respect to the New Bonds will be passed on for any underwriters, dealers or agents by Pillsbury Winthrop Shaw Pittman LLP, New York, New York. Pillsbury Winthrop Shaw Pittman LLP regularly represents us and our affiliates in connection with various matters. Matters pertaining to New York law will be passed upon by Morgan, Lewis & Bockius LLP, our New York counsel, matters pertaining to Mississippi law will be passed upon by Wise Carter Child & Caraway, Professional Association., our Mississippi counsel, and matters pertaining to Arkansas law will be passed upon by Friday, Eldredge & Clark, LLP, our Arkansas counsel. Morgan, Lewis & Bockius LLP and Pillsbury Winthrop Shaw Pittman LLP may rely on the opinions of Wise Carter Child & Caraway, Professional Association and Friday, Eldredge & Clark, LLP as to matters of Mississippi and Arkansas law, respectively, related to their opinions.

All matters pertaining to our franchises, titles to property and the lien of the mortgage under Mississippi law will be passed upon for us by Wise Carter Child & Caraway, Professional Association, Jackson, Mississippi, and all matters pertaining to our organization and certain matters with respect to the lien of the mortgage under Arkansas law will be passed upon for us by Friday, Eldredge & Clark, LLP.

The statements in this prospectus as to matters of law and legal conclusions made under "Description of New Bonds - Security" have been reviewed by Wise Carter Child & Caraway, Professional Association, and Friday, Eldredge & Clark, LLP, and are set forth herein in reliance upon the opinion of said counsel, and upon their authority as experts.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

		Initial Sale		Each Additional Sale
Filing Fees - Securities and Exchange Commission
Registration Statement		5,895		0
*Rating Agencies' fees		42,000		42,000
*Trustee's fees		10,000		10,000
*Fees of Company's Counsel:
Friday, Eldredge & Clark, LLP		30,000		25,000
Morgan, Lewis & Bockius LLP		60,000		50,000
Wise Carter Child & Caraway, Professional Association		30,000		25,000
*Fees of Entergy Services, Inc.		35,000		25,000
*Accounting fees		35,000		35,000
*Printing and engraving costs		25,000		15,000
*Miscellaneous expenses (including Blue-Sky expenses)		20,000		15,000
*Total Expenses	$	292,895	$	242,000

*Estimated

Item 15. Indemnification of Directors and Officers.

We have insurance covering our expenditures that might arise in connection with our lawful indemnification of our directors and officers for certain of their liabilities and expenses. Our directors and officers also have insurance that insures them against certain other liabilities and expenses. The corporate laws of Arkansas permit indemnification of directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, and, under our Amended and Restated Articles of Incorporation, our officers and directors may generally be indemnified to the full extent of such laws.

Item 16. Exhibits.

See the Exhibit Index at the end of this registration statement.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415 (a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the undersigned registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(8) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(9) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana, on January 14, 2009.

SYSTEM ENERGY RESOURCES, INC.

By:

/s/ Steven C. McNeal

Steven C. McNeal
Vice President and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Theodore H. Bunting, Jr., Steven C. McNeal, and Frank Williford, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (and any Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Michael R. Kansler
Michael R. Kansler	Director and President and Chief Executive Officer (Principal Executive Officer)	January 14, 2009


/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	January 14, 2009


/s/ Wanda Curry
Wanda Curry	Vice President, Chief Financial Officer - Nuclear Operations (Principal Financial Officer)	January 14, 2009


/s/ Leo P. Denault
Leo P. Denault	Director	January 14, 2009


/s/ Steven C. McNeal
Steven C. McNeal	Director	January 14, 2009

EXHIBIT INDEX

Number	Description of Exhibit
1.01	Form of Underwriting Agreement relating to the New Bonds.
*4.01	Mortgage and Deed of Trust, dated as of June 15, 1977, as amended by twenty-three Supplemental Indentures (A-1 in 70-5890 (Mortgage); B and C to Rule 24 Certificate in 70-5890 (First); B to Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter ended June 30, 1981 in 1-3517 (Third); A-1(e)-1 to Rule 24 Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-7021 (Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule 24 Certificate in 70-7026 (Seventh); A-3(b) to Rule 24 Certificate in 70-7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-1 to Rule 24 Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70-7272 (Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-1 to Rule 24 Certificate in 70-7382 (Thirteenth); B-2 to Rule 24 Certificate in 70-7382 (Fourteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Fifteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Sixteenth); A-2(d) to Rule 24 Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate dated May 4, 1993 in 70-7946 (Eighteenth); A-2(g) to Rule 24 Certificate dated May 6, 1994 in 70-7946 (Nineteenth); A-2(a)(1) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twentieth); A-2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty-first); A-2(a) to Rule 24 Certificate dated October 4, 2002 in 70-9753 (Twenty-second); and 4(b) to Form 10-Q for the quarter ended September 30, 2007 in 1-9067 (Twenty-third)).
4.02	Form of Supplemental Indenture to the Mortgage and Deed of Trust.
*4.03	Availability Agreement, dated June 21, 1974, among System Energy and certain other System companies (B to Rule 24 Certificate dated June 24, 1974 in 70-5399).
*4.04	First Amendment to Availability Agreement, dated as of June 30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).
*4.05	Second Amendment to Availability Agreement, dated as of June 15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).
*4.06	Third Amendment to Availability Agreement, dated as of June 28, 1984 (B-13(a) to Rule 24 Certificate dated July 6, 1984 in 70-6985).
*4.07	Fourth Amendment to Availability Agreement, dated as of June 1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).
*4.08	Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and Union Bank of California, N.A (10(a)25 to Form 10-K for the year ended December 31, 2003 in 1-11299).
*4.09	First Amendment to Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 17, 2004 (10(a)24 to Form 10-K for the year ended December 31, 2004 in 1-11299).
*4.10	Thirty-sixth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2007, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and The Bank of New York and Douglas J. MacInnes, as trustees.
4.11	Form of Assignment of Availability Agreement, Consent and Agreement.
*4.12	Capital Funds Agreement, dated June 21, 1974, between Entergy Corporation and System Energy (C to Rule 24 Certificate dated June 24, 1974 in 70-5399).
*4.13	First Amendment to Capital Funds Agreement, dated as of June 1, 1989 (B to Rule 24 Certificate dated June 8, 1989 in 70-5399).
*4.14	Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy Corporation, System Energy, and Union Bank of California, N.A (10(a)38 to Form 10-K for the year ended December 31, 2003 in 1-11299).
*4.15	Thirty-sixth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2007, among Entergy Corporation, System Energy and The Bank of New York and Douglas J. MacInnes, as Trustees.
*4.16	First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, Deposit Guaranty National Bank, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7026).
*4.17	First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7123).
*4.18	First Amendment to Supplementary Capital Funds Agreement and Assignment, dated as of June 1, 1989, by and between Entergy Corporation, System Energy and Chemical Bank (C to Rule 24 Certificate dated June 8, 1989 in 70-7561).
4.19	Form of Supplementary Capital Funds Agreement and Assignment.
5.01	Opinion of Friday, Eldredge & Clark, LLP.
5.02	Opinion of Wise Carter Child & Caraway, Professional Association.
5.03	Opinion of Morgan, Lewis & Bockius LLP.
*12.01	Statement Re: Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12(f) to the Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, 2007 in 1-9067).
*12.02	Statement Re: Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12(g) to the Quarterly Report on Form 10-Q of System Energy Resources, Inc. for the quarter ended September 30, 2008 in 1-9067).
23.01	Consent of Deloitte & Touche LLP.
23.02	Consent of Friday, Eldredge & Clark, LLP. (included in Exhibit 5.01 hereto).
23.03	Consent of Wise Carter Child & Caraway, Professional Association (included in Exhibit 5.02 hereto).
23.04	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.03 hereto).
24.01	Powers of Attorney of certain officers and directors of System Energy Resources, Inc. (included on pages S-1 and S-2 hereof).
25.01	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, Trustee, under the Mortgage and Deed of Trust.

___________________
*Incorporated by reference herein.

Exhibit 1.01

System Energy Resources, Inc.

$[ ],000,000

First Mortgage Bonds,

[ ]% Series due [ ], 20[ ]

UNDERWRITING AGREEMENT

[ ], 20[ ]

[Name(s) of Underwriter(s)]

c/o [Name(s) of Representative(s)]
[ Address(es) of Representative(s) ]

Ladies and Gentlemen:

The undersigned, System Energy Resources, Inc., an Arkansas corporation (the " Company "), proposes to issue and sell to the several underwriters set forth on Schedule I attached hereto (the " Underwriters ," which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom [ ] is acting as representative (the " Representative "), an aggregate of $[ ],000,000 principal amount of the Company's First Mortgage Bonds, [ ]% Series due [ ], 20[ ] (the " Bonds "), in accordance with the terms set forth in this Underwriting Agreement (this " Underwriting Agreement ").

Purchase and Sale . On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company shall issue and sell to each of the Underwriters, and each Underwriter shall purchase from the Company, at the time and place herein specified, severally and not jointly, the Bonds at [ ]% of the principal amount thereof, in the principal amount set forth opposite the name of such Underwriter on Schedule I attached hereto.
Description of Bonds . The Bonds shall be issued under and pursuant to the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, with The Bank of New York Mellon (successor to United States Trust Company of New York), as Corporate Trustee (the " Trustee "), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the [ ] Supplemental Indenture, dated as of [ ], 20[ ] (the " Supplemental Indenture "). Said Mortgage and Deed of Trust as so amended and supplemented is hereinafter referred to as the " Mortgage ." The Bonds and the Supplemental Indenture shall have the terms and provisions described in the Disclosure Package (as defined herein), provided that subsequent to the date hereof and prior to the Closing Date (as defined herein) the form of the Supplemental Indenture may be amended by mutual agreement between the Company and the Underwriters.
Representations and Warranties of the Company . The Company represents and warrants to the several Underwriters, and covenants and agrees with the several Underwriters, that:
1. The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Arkansas and has the necessary corporate power and authority to conduct the business that is described in the Disclosure Package and to own and operate the properties owned and operated by it in such business.
2. The Company has filed with the Securities and Exchange Commission (the " Commission ") a registration statement on Form S-3 (File No. 333-[ ]) for the registration of $150,000,000 aggregate principal amount of the Company's first mortgage bonds, including the Bonds, under the Securities Act of 1933 (the " Securities Act ") ([all] of which first mortgage bonds remain unsold as of the date hereof), and such registration statement[, as amended,] has become effective. At the time of filing such registration statement and at the date hereof, the Company was not and is not an "ineligible issuer" (as defined in Rule 405 under the Securities Act). The Company qualifies for use of Form S-3 for the registration of the Bonds, and the Bonds are registered under the Securities Act. The prospectus forming a part of such registration statement, at the time such registration statement (or the most recent amendment thereto filed prior to the Applicable Time (as defined below)) initially became effective, including all documents incorporated by reference therein at that time pursuant to Item 12 of Form S-3, is hereinafter referred to as the " Basic Prospectus ." In the event that (i) the Basic Prospectus shall have been amended, revised or supplemented (but excluding any amendments, revisions or supplements to the Basic Prospectus relating solely to first mortgage bonds of the Company other than the Bonds) prior to the Applicable Time, including without limitation by any preliminary prospectus supplement relating to the offering and sale of the Bonds that is deemed to be part of and included in such registration statement pursuant to Rule 430B(e) under the Securities Act, or (ii) the Company shall have filed documents pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the " Exchange Act ") after the time such registration statement (or the most recent amendment thereto filed prior to the Applicable Time) became effective and prior to the Applicable Time (but excluding documents incorporated therein by reference relating solely to first mortgage bonds of the Company other than the Bonds), which are incorporated or deemed to be incorporated by reference in the Basic Prospectus pursuant to Item 12 of Form S-3, the term "Basic Prospectus" as used herein shall also mean such prospectus as so amended, revised or supplemented and reflecting such incorporation by reference. The various parts of such registration statement in the form in which such parts became effective and as such parts may have been amended by all amendments thereto as of the Applicable Time (including, for these purposes, as an amendment, any document incorporated or deemed to be incorporated by reference in the Basic Prospectus), and including any information omitted from such registration statement at the time such part of such registration statement, as so amended, became effective but that is deemed to be part of such registration statement pursuant to Rule 430B under the Securities Act, are hereinafter referred to as the " Registration Statement ." The Basic Prospectus as it shall be supplemented to reflect the terms of the offering and sale of the Bonds by a prospectus supplement dated the date hereof, to be filed with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)"), is hereinafter referred to as the " Prospectus ."
3. (i) After the Applicable Time and during the time specified in Section 6(e) hereof, the Company will not file any amendment to the Registration Statement or any supplement to the Prospectus or the Disclosure Package (except any amendment or supplement relating solely to first mortgage bonds of the Company other than the Bonds), and (ii) between the Applicable Time and the Closing Date, the Company will not file any document that is to be incorporated by reference in, or any supplement to, the Basic Prospectus, in either case, without prior notice to the Underwriters and to Pillsbury Winthrop Shaw Pittman LLP ("Counsel for the Underwriters"), or any such amendment or supplement to which the Underwriters or said Counsel shall reasonably object on legal grounds in writing. For purposes of this Underwriting Agreement, any document that is filed with the Commission after the Applicable Time and incorporated or deemed to be incorporated by reference in the Prospectus or the Disclosure Package (except documents incorporated by reference relating solely to first mortgage bonds of the Company other than the Bonds) pursuant to Item 12 of Form S-3 shall be deemed a supplement to the Prospectus or the Disclosure Package, as the case may be.
4. The Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, the Mortgage, at such time, and the Basic Prospectus, when delivered to the Underwriters for their use in marketing the Bonds, fully complied, and the Prospectus, at the time it is filed with the Commission pursuant to Rule 424(b) and at the Closing Date, as it may then be amended or supplemented, will fully comply, in all material respects with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith. The documents incorporated or deemed to be incorporated by reference in the Basic Prospectus and the Prospectus pursuant to Item 12 of Form S-3, on the date filed with the Commission pursuant to the Exchange Act, fully complied or will fully comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith. No documents were filed with the Commission since the Commission's close of business on the business day immediately prior to the date of this Underwriting Agreement except as set forth on Part C of Schedule II hereto or such other documents as were delivered to you prior to the date of this Underwriting Agreement. The Registration Statement did not, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time that the Basic Prospectus was delivered to the Underwriters for their use in marketing the Bonds, the Basic Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time the Prospectus is filed with the Commission pursuant to Rule 424(b) and at the Closing Date, the Prospectus, as it may then be amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, on said dates and at such times, the documents then incorporated or deemed to be incorporated by reference in the Basic Prospectus and the Prospectus pursuant to Item 12 of Form S-3, when taken together with the Basic Prospectus and the Prospectus, or the Prospectus, as it may then be amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this paragraph (d) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus or the Prospectus, as they may be then amended or supplemented (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof), or to any statements in or omissions from the statement of eligibility of the Trustee on Form T-1, as it may then be amended, under the Trust Indenture Act filed as an exhibit to the Registration Statement (the " Statement of Eligibility ").
5. The Disclosure Package, and each electronic roadshow, if any, identified in Part B of Schedule II hereto, when taken together with the Disclosure Package, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the documents then incorporated or deemed to be incorporated by reference in the Disclosure Package, when taken together with the Disclosure Package, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter specifically for use in connection with the preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof). For purposes hereof, (i) " Disclosure Package " shall mean (x) the Basic Prospectus as amended or supplemented immediately prior to [__:__ .m. EST (__:__ .m. Central)] on the date of this Underwriting Agreement (the time at which the Underwriters and the Company agreed upon the pricing terms set forth in the final term sheet attached as Annex A to Schedule II hereto) (the " Applicable Time "), (y) the Free Writing Prospectuses, if any, identified in Part A of Schedule II hereto and (z) any additional information identified in Part D of Schedule II hereto, (ii) "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, and (iii) " Free Writing Prospectus " shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.
6. Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 6(b) hereof does not include any information that conflicts with the information contained in the Registration Statement, the Basic Prospectus or the Prospectus, including any document incorporated or deemed to be incorporated by reference therein that has not been superseded or modified. If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Representative so that any use of the Disclosure Package may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements in or omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by the Underwriters on behalf of any Underwriter specifically for use in connection with the preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).
7. The issuance and sale of the Bonds and the fulfillment of the terms of this Underwriting Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Mortgage or any indenture or other agreement or instrument to which the Company is now a party.
8. Except as set forth in or contemplated by the Disclosure Package, the Company possesses adequate franchises, licenses, permits, and other rights to conduct its business and operations as now conducted, without any known conflicts with the rights of others which could have a material adverse effect on the Company.
9. The Company maintains (x) systems of internal controls and processes sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (y) disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).
Offering . The Company is advised by the Underwriters that they propose to make a public offering of their respective portions of the Bonds as soon after the effectiveness of this Underwriting Agreement as in their judgment is advisable. The Company is further advised by the Underwriters that the Bonds will be offered to the public at the initial public offering price specified in the Prospectus plus accrued interest thereon, if any, from the Closing Date.
Time and Place of Closing; Delivery of the Bonds and Payment Therefor . Delivery of the Bonds and payment to the Company of the purchase price therefor by wire transfer of immediately available funds shall be made at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, at 10:00 A.M., New York time, on [ ], 20[ ], or at such other time on the same or such other day as shall be agreed upon by the Company and the Representative, or as may be established in accordance with Section 11 hereof. The hour and date of such delivery and payment are herein called the " Closing Date ."
The Bonds shall be delivered to the Underwriters in book-entry only form through the facilities of The Depository Trust Company (" DTC ") in New York, New York. The certificate for the Bonds shall be in the form of one typewritten global bond in fully registered form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co., as nominee of DTC. The Company agrees to make the Bonds available to the Underwriters for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between the Underwriters and the Company, or at such other time and/or date as may be agreed upon between the Underwriters and the Company.
Covenants of the Company . The Company covenants and agrees with the several Underwriters that:
1. Not later than the Closing Date, the Company will deliver to the Underwriters a conformed copy of the Registration Statement in the form that it or the most recent post-effective amendment thereto became effective, certified by an officer of the Company to be in such form.
2. The Company will prepare a final term sheet, containing solely a description of the final terms of the Bonds and the offering thereof, in a form approved by the Representative and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule.
3. The Company will deliver to the Underwriters as many copies of the Prospectus (and any amendments or supplements thereto) and each Issuer Free Writing Prospectus as the Underwriters may reasonably request.
4. The Company will cause the Prospectus to be filed with the Commission pursuant to and in compliance with Rule 424(b) (without reliance on Rule 424(b)(8) under the Securities Act) and will advise the Representative promptly of the issuance of any stop order under the Securities Act with respect to the Registration Statement, any Issuer Free Writing Prospectus, the Basic Prospectus or the Prospectus or the institution of any proceedings therefor or pursuant to Section 8A of the Securities Act of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued.
5. During such period of time as the Underwriters are required by law to deliver a prospectus (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) after this Underwriting Agreement has become effective, if any event relating to or affecting the Company, or of which the Company shall be advised by the Underwriters in writing, shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus or the Disclosure Package in order to make the Prospectus or the Disclosure Package not misleading in the light of the circumstances when it is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser of the Bonds, the Company will amend or supplement the Prospectus or the Disclosure Package by either (i) preparing and filing with the Commission and furnishing to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus or the Disclosure Package, or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act which will supplement or amend the Prospectus or the Disclosure Package, so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus or the Disclosure Package is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser, not misleading. Unless such event relates solely to the activities of the Underwriters (in which case the Underwriters shall assume the expense of preparing any such amendment or supplement), the expenses of complying with this Section 6(e) shall be borne by the Company until the expiration of nine months from the time of effectiveness of this Underwriting Agreement, and such expenses shall be borne by the Underwriters thereafter.
6. The Company will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the "effective date of the registration statement" within the meaning of Rule 158 under the Securities Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.
7. At any time within six months of the date hereof, the Company will furnish such proper information as may be lawfully required by, and will otherwise cooperate in qualifying the Bonds for offer and sale under, the blue sky laws of such jurisdictions as the Underwriters may reasonably designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Company to be unduly burdensome.
8. The Company will, except as herein provided, pay all fees, expenses and taxes (except transfer taxes) in connection with the offering of the Bonds, including with respect to (i) the preparation and filing of the Registration Statement and any post-effective amendments thereto, (ii) the printing, issuance and delivery of the Bonds and the preparation, execution, printing and recordation of the Supplemental Indenture or any other documents required to perfect the lien thereunder, (iii) legal counsel relating to the qualification of the Bonds under the blue sky laws of various jurisdictions in an amount not to exceed $3,500, (iv) the printing and delivery to the Underwriters of reasonable quantities of copies of the Registration Statement, any preliminary (and any supplemental) blue sky survey, the Basic Prospectus, each Issuer Free Writing Prospectus, and the Prospectus and any amendment or supplement thereto, except as otherwise provided in Section 6(e) hereof, (v) the rating of the Bonds by one or more nationally recognized statistical rating agencies, and (vi) filings or other notices (if any) with or to, as the case may be, the Financial Industry Regulatory Authority (" FINRA ") in connection with its review of the terms of the offering. Except as provided above, the Company shall not be required to pay any expenses of the Underwriters, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section 7, 8 or 12 hereof, the Company will reimburse the Underwriters for (A) reasonable fees and expenses of Counsel for the Underwriters, whose fees and expenses the Underwriters agree to pay in any other event, and (B) reasonable out-of-pocket expenses in an aggregate amount not exceeding $15,000, incurred in contemplation of the performance of this Underwriting Agreement. The Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits.
9. The Company will not sell any additional first mortgage bonds without the consent of the Representative until after the earlier to occur of (i) the Closing Date and (ii) the date of the termination of the fixed price offering restrictions applicable to the Underwriters. The Underwriters agree to notify the Company of such termination if it occurs prior to the Closing Date.
10. The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act, other than the final term sheet prepared and filed pursuant to Section 6(b) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses identified in Parts A and B of Schedule II hereto and any electronic road show identified in Part B of Schedule II hereto. Any such Free Writing Prospectus consented to by the Representative or the Company is hereinafter referred to as a " Permitted Free Writing Prospectus ." The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, if applicable, in respect of timely filing with the Commission, legending and record keeping.
Conditions of the Underwriters' Obligations . The obligations of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company on the Closing Date and to the following conditions:
1. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date as may be agreed upon by the Company and the Underwriters; and the final term sheet contemplated by Section 6(b) hereof and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act.
2. No stop order suspending the effectiveness of the Registration Statement, or preventing or suspending the use of the Basic Prospectus, any Issuer Free Writing Prospectus or the Prospectus, shall be in effect at or prior to the Closing Date; no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before, or, to the knowledge of the Company or the Underwriters, threatened by, the Commission on the Closing Date; and the Underwriters shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, authorized to act for the Company, to the effect that, as of the Closing Date, no such stop order has been or is in effect and that no proceedings for such purposes are pending before or, to the knowledge of the Company, threatened by the Commission.
3. At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds, an order of the Federal Energy Regulatory Commission (the " FERC ") under the Federal Power Act (the " Federal Power Act "), authorizing the issuance and sale of the Bonds on the terms set forth in, or contemplated by, this Underwriting Agreement.
5. At the Closing Date, the Underwriters shall have received from Wise Carter Child & Caraway, Professional Association, Morgan, Lewis & Bockius LLP, Friday, Eldredge & Clark, LLP, counsel for Entergy Arkansas, Inc. (" Entergy Arkansas "), Entergy Louisiana, LLC (" Entergy Louisiana "), Entergy Mississippi, Inc. (" Entergy Mississippi ") and Entergy New Orleans, Inc. (" Entergy New Orleans " and, together with Entergy Arkansas, Entergy Louisiana and Entergy Mississippi, the " System Operating Companies "), and an employee of Entergy Services, Inc. who shall be reasonably acceptable to the Underwriters, respectively, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A, B, C, D and E hereto, respectively, (i) with such changes therein as may be agreed upon by the Company and the Underwriters with the approval of Counsel for the Underwriters, and (ii) if the Disclosure Package or the Prospectus shall be supplemented after being furnished to the Underwriters for use in offering the Bonds, prior to the Closing Date, with changes therein to reflect such supplementation.
6. At the Closing Date, the Underwriters shall have received from Counsel for the Underwriters an opinion, dated the Closing Date, substantially in the form set forth in Exhibit F hereto, with such changes therein as may be necessary to reflect any supplementation of the Disclosure Package or the Prospectus prior to the Closing Date.
7. On or prior to the date this Underwriting Agreement became effective, the Underwriters shall have received from Deloitte & Touche LLP, the Company's independent registered public accountants (the " Accountants "), a letter dated the date hereof and addressed to the Underwriters to the effect that (i) they are independent registered public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules audited by them and included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (iii) on the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 100, Interim Financial Information , on the latest unaudited financial statements, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, if any, other committees thereof specified therein, and the stockholder of the Company, since December 31, 20[ ] to a specified date not more than five days prior to the date of such letter, and inquiries of officers of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter and, accordingly, that the Accountants make no representations as to the sufficiency of such procedures for the purposes of the Underwriters), nothing has come to their attention which caused them to believe that, to the extent applicable, (A) the unaudited financial statements of the Company (if any) included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles; (C) at the date of the latest available balance sheet read by the Accountants and at a subsequent specified date not more than five days prior to the date of the letter, there was any increase in long-term debt of the Company, or decrease in its net current assets or stockholder's equity, in each case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, except in all instances for increases or decreases which the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur, for declarations of dividends, for the repayment or redemption of long-term debt, for the amortization of premium or discount on long-term debt, for any increases in long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for increases or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (D) for the period from the closing date of the most recent income statement incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus to the closing date of the latest available income statement read by the Accountants, there were any decreases, as compared to the corresponding period in the preceding year, in the Company's operating revenues, operating income or net income, except in all instances for decreases that the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to the Company (x) set forth in the Registration Statement, the Disclosure Package and the Prospectus, and (y) set forth in documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act as specified in Exhibit G hereto, in each case, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in such letter, and found them to be in agreement.
8. At the Closing Date, the Underwriters shall have received [(i)] a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, authorized to act for the Company, to the effect that (A) as of the Closing Date, the representations and warranties of the Company contained herein are true and correct, (B) the Company has performed and complied with all agreements and conditions in this Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date and (C) since the most recent date as of which information is given in the Prospectus, as it may then be amended or supplemented, there has not been any material adverse change in the business, property or financial condition of the Company and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business, in each case other than as referred to in, or contemplated by, the Prospectus, as it may then be amended or supplemented[, and (ii) a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of Entergy Corporation (" Entergy ") to the effect that (A) except as set forth in, or contemplated by, the Prospectus, as it may then be amended or supplemented, Entergy and each of the System Operating Companies have obtained all material licenses, permits, approvals and other governmental or regulatory authorizations required to enable them to fulfill their obligations to the Company under the terms of, with respect to Entergy, the Capital Funds Agreement, dated as of June 21, 1974, as amended, and the [ ] Supplementary Capital Funds Agreement and Assignment, dated as of [ ], 20[ ] (the " Supplementary Capital Funds Agreement "), among the Company, the Trustees and Entergy, and, with respect to the System Operating Companies, the Availability Agreement, dated as of June 21, 1974, as amended, and the [ ] Assignment of Availability Agreement, Consent and Agreement, dated as of [ ], 20[ ] (the " Assignment of Availability Agreement "), among the Company, the Trustees and each of the System Operating Companies, each as described in the Disclosure Package and the Prospectus and (B) since the most recent date as of which information is given in the Prospectus, there has not been any material adverse change in the business, property or financial condition of Entergy and its subsidiaries considered as a whole].
9. At the Closing Date, the Underwriters shall have received duly executed counterparts of [(i) the Assignment of Availability Agreement, (ii) the Supplementary Capital Funds Agreement and (iii)] the Supplemental Indenture.
10. At the Closing Date, the Underwriters shall have received from the Accountants a letter, dated the Closing Date, confirming, as of a date not more than five days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 7(f) hereof.
11. Between the date hereof and the Closing Date, no Default (or an event which, with the giving of notice or the passage of time or both, would constitute a Default) under the Mortgage (as defined therein) shall have occurred.
12. Between the date hereof and the Closing Date, no event shall have occurred with respect to or otherwise affecting the Company[, or Entergy and its various direct and indirect subsidiaries taken as a whole as it affects the Company,] which, in the reasonable opinion of the Representative, materially impairs the investment quality of the Bonds.
13. On or prior to the Closing Date, the Underwriters shall have received from the Company evidence reasonably satisfactory to the Underwriters that the Bonds have received ratings of at least [ ] from Moody's Investors Service, Inc. and at least [ ] from Standard & Poor's Ratings Services.
14. Between the date hereof and the Closing Date, neither Moody's Investors Service, Inc. nor Standard & Poor's Ratings Services shall have lowered its rating of any of the Company's outstanding securities in any respect.
15. All legal matters in connection with the issuance and sale of the Bonds shall be satisfactory in form and substance to Counsel for the Underwriters.
16. The Company shall furnish the Underwriters with additional conformed copies of such opinions, certificates, letters and documents as may be reasonably requested.
If any of the conditions specified in this Section 7 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Representative at any time on or prior to the Closing Date upon notice thereof to the Company. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 6(h) and in Section 10 hereof.
Conditions of the Company's Obligations . The obligations of the Company hereunder shall be subject to the following conditions:
1. No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall be in effect at or prior to the Closing Date, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before, or threatened by, the Commission on the Closing Date.
2. At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds, an order of the FERC under the Federal Power Act authorizing the issuance and sale of the Bonds on the terms set forth in, or contemplated by, this Underwriting Agreement.
In case any of the conditions specified in this Section 8 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company at any time on or prior to the Closing Date upon notice thereof to the Representative. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 6(h) and in Section 10 hereof.
Indemnification .
1. The Company shall indemnify, defend and hold harmless each Underwriter and each person who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which each Underwriter or any or all of them may become subject under the Securities Act or any other statute or common law and shall reimburse each Underwriter and any such controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus, or any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 6(b) hereof, as each may be amended or supplemented, or in the Disclosure Package, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the indemnity agreement contained in this paragraph shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by such Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus, the Prospectus, or any Issuer Free Writing Prospectus or any amendment or supplement to any thereof, or the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof), or arising out of, or based upon, statements in or omissions from the Statement of Eligibility; and provided further , that the indemnity agreement contained in this Section 9(a) shall not inure to the benefit of any Underwriter, or to the benefit of any person controlling such Underwriter, on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of the Bonds to any person in respect of the Basic Prospectus or any Issuer Free Writing Prospectus, each as may be then supplemented or amended, furnished by such Underwriter to a person to whom any of the Bonds were sold (excluding in all cases, however, any document then incorporated by reference therein), insofar as such indemnity relates to any untrue or misleading statement or omission made in such Basic Prospectus or Issuer Free Writing Prospectus, if a copy of a supplement or amendment to such Basic Prospectus, or Issuer Free Writing Prospectus (excluding in all cases, however, any document then incorporated by reference therein) (i) is furnished on a timely basis by the Company to the Underwriter, (ii) is required to have been conveyed to such person by or on behalf of such Underwriter, at or prior to the Applicable Time, but was not so conveyed (which conveyance may be oral (if permitted by law) or written) by or on behalf of such Underwriter and (iii) would have cured the defect giving rise to such loss, claim, damage, liability, expense or action.
2. Each Underwriter shall severally, but not jointly, indemnify, defend and hold harmless the Company, its directors and officers and each person who controls the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or in the Disclosure Package or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, if, but only if, such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by such Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto or the Disclosure Package. The Company acknowledges that the statements set forth [(i) in the last paragraph of the cover page of the Prospectus regarding delivery of the Bonds and (ii) in the [third] paragraph, in the [second sentence of the fifth] paragraph and in the [sixth] paragraph under the caption "Underwriting"] in the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus and the Disclosure Package.
3. In case any action shall be brought, based upon the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus or the Disclosure Package, against any party in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such party (hereinafter called the indemnified party) shall promptly notify the party or parties against whom indemnity shall be sought hereunder (hereinafter called the indemnifying party) in writing, and the indemnifying party shall have the right to participate at its own expense in the defense of any such action or, if it so elects, to assume (in conjunction with any other indemnifying party) the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses. If the indemnifying party shall elect not to assume the defense of any such action, the indemnifying party shall reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by such indemnified party. Such indemnified party shall have the right to employ separate counsel in any such action in which the defense has been assumed by the indemnifying party and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel has been specifically authorized by the indemnifying party or (ii) the named parties to any such action (including any impleaded parties) include each of such indemnified party and the indemnifying party and such indemnified party shall have been advised by such counsel that a conflict of interest between the indemnifying party and such indemnified party may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such indemnified party (plus any local counsel retained by such indemnified party in its reasonable judgment)). The indemnified party shall be reimbursed for all such fees and expenses as they are incurred. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if any such action is settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity has or could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.
4. If the indemnification provided for under subsections (a) or (b) in this Section 9 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Bonds or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and by the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (after deducting underwriting discounts and commissions but before deducting expenses) to the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by any of the Underwriters and such parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 9(d) are several in proportion to their respective underwriting obligations and not joint.
Survival of Certain Representations and Obligations . Any other provision of this Underwriting Agreement to the contrary notwithstanding, (a) the indemnity and contribution agreements contained in Section 9 of, and the representations and warranties and other agreements of the Company contained in, this Underwriting Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or by or on behalf of the Company or its directors or officers, or any person referred to in Section 9 hereof and (ii) acceptance of and payment for the Bonds, and (b) the indemnity and contribution agreements contained in Section 9 shall remain operative and in full force and effect regardless of any termination of this Underwriting Agreement.
Default of Underwriters . If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Bonds that such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Bonds, the other Underwriters shall be obligated to purchase the Bonds that such defaulting Underwriter agreed but failed or refused to purchase; provided that in no event shall the principal amount of Bonds that such Underwriter has agreed to purchase pursuant to Schedule I hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Bonds without written consent of such Underwriter. If such Underwriter shall fail or refuse to purchase Bonds and the aggregate principal amount of Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of FINRA (or, if not members of FINRA, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with FINRA's Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting party except as otherwise provided in Section 6(h) and in Section 10 hereof. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.
Termination . This Underwriting Agreement shall be subject to termination by written notice from the Representative to the Company, if (a) after the execution and delivery of this Underwriting Agreement and prior to the Closing Date, (i) trading generally shall have been suspended on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearing services in the United States shall have occurred, (iv) there shall have occurred any material outbreak or escalation of hostilities or any calamity or crisis that, in the judgment of the Representative, is material and adverse, or (v) any material adverse change in financial, political or economic conditions in the United States or elsewhere shall have occurred and (b) in the case of any of the events specified in clauses (a)(i) through (v), such event singly or together with any other such event makes it, in the reasonable judgment of the Representative, impracticable to market the Bonds. This Underwriting Agreement shall also be subject to termination, upon notice by the Representative as provided above, if, in the judgment of the Representative, the subject matter of any amendment or supplement (prepared by the Company) to the Disclosure Package or the Prospectus (except for information relating solely to the manner of public offering of the Bonds or to the activity of the Underwriters or to the terms of any first mortgage bonds of the Company other than the Bonds) filed or issued after the Applicable Time by the Company shall have materially impaired the marketability of the Bonds. Any termination hereof, pursuant to this Section 12, shall be without liability of any party to any other party, except as otherwise provided in Section 6(h) and in Section 10 hereof.
Miscellaneous . THE RIGHTS AND DUTIES OF THE PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. This Underwriting Agreement shall become effective when a fully executed copy hereof is delivered to the Representative by the Company. This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement. This Underwriting Agreement shall inure to the benefit of each of the Company, the Underwriters and, with respect to the provisions of Section 9 hereof, each director, officer and other person referred to in Section 9 hereof, and their respective successors. Should any part of this Underwriting Agreement for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Underwriting Agreement had been executed with the invalid portion thereof eliminated. Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement. The term "successor" as used in this Underwriting Agreement shall not include any purchaser, as such, of any Bonds from the Underwriters.
Notices . All communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to the Representative at the address set forth at the beginning of this Underwriting Agreement, to the attention of [ ] (fax: [ ]) in the case of [ ], and to the attention of [ ] (fax: [ ]) in the case of [ ], or, if to the Company, shall be mailed or delivered to it at 1340 Echelon Parkway, Jackson, Mississippi 39213, Attention: Treasurer, or, if to Entergy Services, Inc., shall be mailed or delivered to it at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer.
No Fiduciary Duty . The Company hereby acknowledges that (a) the Underwriters are acting as principals and not as agents or fiduciaries of the Company and (b) its engagement of the Underwriters in connection with the issuance of the Bonds is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgment in connection with the issuance of the Bonds (irrespective of whether the Underwriters have advised or are currently advising the Company on related or other matters). Nothing in this Section 15 is intended to modify in any way the Underwriters' obligations expressly set forth in this Underwriting Agreement.
Integration . This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

[ Signature page follows ]

Very truly yours,

System Energy Resources, Inc.

By: ___________________________
Name:
Title:

Accepted as of the date first above written:

[Name(s) of Underwriter(s)]

By: [Name of Representative]

By: ____________________________

Name:
Title:

SCHEDULE I

System Energy Resources, Inc.

$[ ],000,000

First Mortgage Bonds,

[ ]% Series due [ ], 20[ ]

Name of Underwriters	Principal Amount of Bonds
[ ]	$ [ ]
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]

TOTAL	$ [ ]

SCHEDULE II

Part A - Schedule of Free Writing Prospectuses included in the Disclosure Package

Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus)

Part B - Schedule of Free Writing Prospectuses not included in the Disclosure Package

[None]

Part C - Additional Documents Incorporated by Reference

[None]

Part D - Additional Information

[None]

ANNEX A TO SCHEDULE II

Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-06717

System Energy Resources, Inc.

$[ ],000,000

First Mortgage Bonds,

[ ]% Series due [ ], 20[ ]

Final Terms and Conditions

[________], 20[ ]

Issuer:		System Energy Resources, Inc.

Market Type:		First Mortgage Bonds (SEC Registered)

Expected Ratings ⁽¹⁾ :		[_____] by Moody's Investors Service [_____] by Standard & Poor's Ratings Services

Trade Date:		[________], 20[ ]

Settlement Date (T+[__]):		[________], 20[ ]

Principal Amount:		$[__________]

Coupon:

Coupon Payment Dates:

First Payment Date:

Final Maturity:

Call Date & Terms:

UST Benchmark:

Treasury Price:

Treasury Yield:

Re-offer Spread:

Re-offer Yield:

Issue Price to Public:

Joint Book-Running Managers:		[__________]
		[__________]
		[__________]

CUSIP / ISIN:

______________________
¹ A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

Alternatively, a copy of the prospectus for the offering can be obtained by calling (i) [__________] toll free at [__________], (ii) [__________] toll free at [__________], or (iii) [__________] toll free at [__________].

EXHIBIT A

[Letterhead of Wise Carter Child & Caraway]

[ ], 20[ ]

[Name(s) of Underwriter(s)]

c/o [Name(s) of Representative(s)]
[ Address(es) of Representative(s) ]

Ladies and Gentlemen:

We, together with Morgan, Lewis & Bockius LLP, of New York, New York, Friday, Eldredge & Clark, LLP, of Little Rock, Arkansas, and [___________], Esq. [__________] - Corporate and Securities of Entergy Services, Inc. , have acted as counsel for System Energy Resources, Inc., an Arkansas corporation (the "Company"), in connection with the issuance and sale to each of you, pursuant to the Underwriting Agreement, effective [ ], 20[ ] (the "Underwriting Agreement"), between the Company and you, of $[ ],000,000 aggregate principal amount of its First Mortgage Bonds, [ ]% Series due [ ], 20[ ] (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, with The Bank of New York Mellon (successor to United States Trust Company of New York), as Corporate Trustee (the "Trustee"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [ ] Supplemental Indenture, dated as of [ ], 20[ ], (the "Supplemental Indenture") (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"). This opinion is rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.

In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Amended and Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement and the Prospectus filed under the Securities Act; [(e) the Availability Agreement dated as of June 21, 1974, as amended (the "Availability Agreement"), between the Company, Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc. and Entergy New Orleans, Inc.; (f) the Assignment of Availability Agreement; (g) the Capital Funds Agreement dated as of June 21, 1974, as amended (the "Capital Funds Agreement"), between the Company and Entergy Corporation; (h) the Supplementary Capital Funds Agreement;] and (i) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company and the execution and delivery by the Company of the Supplemental Indenture[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.

As to questions of fact material to the opinions expressed herein, we have relied upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement and the Mortgage and certificates delivered at the closing of the sale of the Bonds) and appropriate public officials without independent verification of such matters except as otherwise described herein and upon statements in the Registration Statement and the Prospectus.

Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Arkansas, has due corporate power and authority to conduct the business that it is described as conducting in the Prospectus and to own and operate the properties owned and operated by it in such business and is duly qualified to conduct such business in the States of Arkansas and Mississippi.
The Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) the laws of the State of Mississippi, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, which laws do not, in our opinion, make inadequate the remedies provided by the Mortgage for the realization of the benefits of such security, (ii) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefore may be brought.
The statements made in the Basic Prospectus as amended and supplemented immediately prior to the Applicable Time, and the Prospectus, under the captions "Description of the Bonds" and "Description of New Bonds," insofar as they purport to constitute summaries of the documents referred to therein, or of the benefits purported to be afforded by such documents (including, without limitation, the lien of the Mortgage), constitute accurate summaries of the terms of such documents and of such benefits in all material respects.
The Bonds have been duly and validly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or other similar laws affecting the enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law) and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefore may be brought, and are entitled to the benefit of the security afforded by the Mortgage.
[The Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement and the Supplementary Capital Funds Agreement have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or other similar laws affecting the enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law) and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefore may be brought.]
The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
The issuance and sale by the Company of the Bonds and the execution, delivery and performance by the Company of the Mortgage[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement (a) will not violate any provision of the Company's Amended and Restated Articles of Incorporation or By-laws, each as amended, (b) will not violate any provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in (except as contemplated by the Mortgage[, the Assignment of Availability Agreement and the Supplementary Capital Funds Agreement]) any of the assets of the Company pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to us (having made due inquiry with respect thereto) to which the Company is a party or which purports to be binding upon the Company or upon any of its assets, and (c) will not violate any provision of any Mississippi law or regulation applicable to the Company or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any Mississippi governmental instrumentality applicable to the Company (except that various approvals, authorizations, orders, licenses, permits, franchises and consents of, and registrations, declarations and filings with, governmental authorities may be required to be obtained or made, as the case may be, (1) in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction, and (2) in connection with the construction, acquisition, ownership, operation and maintenance of the Grand Gulf Nuclear Electric Generating Station.
No approval, authorization, consent or other order of any Mississippi governmental body (other than in connection or compliance with the provisions of the securities or "blue sky" laws as to which no opinion is expressed herein) is legally required to permit the issuance and sale by the Company of the Bonds pursuant to the Underwriting Agreement; and no approval, authorization, consent or other order of any Mississippi governmental body is legally required to permit the performance (other than that relating to the construction, acquisition, ownership, operation and maintenance of the Grand Gulf Nuclear Electric Generating Station) by the Company of its obligations with respect to the Bonds or under the Mortgage[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement, except [(1)] appropriate orders or the taking of other action by governmental regulatory authorities having jurisdiction pursuant to valid statutory enactments as to the issuance by the Company of any securities [to parties other than Entergy pursuant to the Capital Funds Agreement and the Supplementary Capital Funds Agreement after the date hereof and (2) with respect to the Availability Agreement and the Assignment of Availability Agreement (other than each respective Section 2.2(b) thereof), in the event that the Company shall determine to sell capacity and/or energy from any generating unit pursuant to the terms of the Availability Agreement or the Assignment of Availability Agreement, appropriate orders, or the taking of other action, by governmental regulatory authorities having jurisdiction pursuant to valid statutory enactments as to the specific terms and provisions under which such capacity and/or energy shall be made available].
The Company has good and sufficient title to the properties described as owned by it in and as subject to the lien of the Mortgage (except properties released under the terms of the Mortgage), subject only to Excepted Encumbrances, as defined in the Mortgage, and to minor defects and encumbrances customarily found in properties of like size and character that do not materially impair the use of such properties by the Company. The description of such properties set forth in the Mortgage is adequate to constitute the Mortgage a lien thereon. The recording of the Mortgage in the office of the Chancery Clerk of Claiborne County, Mississippi, which recording has been duly effected, and the filing of Uniform Commercial Code financing statements covering the personal property and fixtures described in the Mortgage as subject to the lien thereof in the offices of the Secretary of State of the State of Mississippi, the Chancery Clerk of Claiborne County, Mississippi and the Secretary of State of the State of Arkansas, which filings have been duly effected, and the filing of continuation statements within six months prior to the expiration of each five-year period from the date of original filing with respect to such financing statements, are the only recordings, filings, rerecordings and refilings required by law in order to perfect and maintain the lien of the Mortgage on any of the property described therein as subject thereto; as a result of the recording and filings referred to above, the Mortgage creates as security for the Bonds (i) a valid, direct and first mortgage lien on all real property and interests in real property and the improvements thereon specifically described in the granting clauses of the Mortgage (and not excepted from the lien of the Mortgage by the provisions thereof or released under the terms of the Mortgage) and (ii) a first perfected security interest in all personal property, interests in personal property and fixtures specifically described in the granting clauses of the Mortgage (and not excepted from the lien of the Mortgage by the provisions thereof or released under the terms of the Mortgage), in each case subject to no liens, charges or encumbrances, other than minor defects of the character aforesaid and Excepted Encumbrances, subject, however, to liens, defects and encumbrances, if any, existing or placed thereon at the time of acquisition thereof by the Company; and the provisions of the Mortgage are effective to extend the lien thereof to all properties and interests in properties which the Company may acquire after the date of the Mortgage, which are of the type referred to in the Mortgage as intended to be mortgaged thereby when acquired, and the lien of the Mortgage will extend to all such properties and interests in properties and will constitute a valid first lien on all such real property and interests therein and a first perfected security interest in all such personal property and interests therein (subject, however, to Excepted Encumbrances, and to liens, defects and encumbrances, if any, existing or placed thereon at the time of acquisition thereof by the Company and except as may be limited by bankruptcy law) without the execution and delivery of any supplemental indenture or other instrument specifically extending the lien to such real property or interests therein or the taking of any other action specifically extending the lien of the Mortgage to such personal property or interests therein, other than the filing of the continuation statements within six months prior to the expiration of each five-year period from the date of original filing with respect to the financing statements as described above.
[The filing of Uniform Commercial Code financing statements in the offices of the Secretary of State of the State of Mississippi and the Secretary of State of the State of Arkansas, which has been duly effected, and the filing of continuation statements within six months prior to the expiration of each five-year period from the date of original filing with respect to such financing statements, are the only recordings, filings, rerecordings or refilings in the State of Mississippi and the State of Arkansas required by law in order to perfect and maintain in favor of the Trustee (a) the security interest created by the Supplementary Capital Funds Agreement in the Company's right, title and interest in and to the Company's rights to receive moneys described in clause (x) of Section 5.1 thereof and the Collateral described in Section 5.1 thereof or (b) the security interest created by the Assignment of Availability Agreement in the Company's right, title and interest in and to the Collateral described in Section 1.1 thereof.]
[(a) The Supplementary Capital Funds Agreement creates in favor of the Trustee a perfected security interest in the Company's right, title and interest in and to the Company's rights to receive the moneys described in clause (x) of Section 5.1 thereof; the Supplementary Capital Funds Agreement creates in favor of the Trustee a perfected security interest in the Company's right, title and interest in and to the Collateral described in Section 5.1 thereof pari passu with the security interest of each Additional Assignee under an Additional Supplementary Agreement (as such terms are defined in the Supplementary Capital Funds Agreement) in such Collateral; and (b) the Assignment of Availability Agreement creates in favor of the Trustee a perfected security interest in the Company's right, title and interest in and to the Collateral described in Section 1.1 thereof pari passu with the security interest of each Additional Assignee under an Additional Assignment (as such terms are defined in the Assignment of Availability Agreement) in such Collateral.]

With respect to the opinions set forth in paragraphs (2) and (4) above, we call your attention to the fact that the provisions of the Atomic Energy Act of 1954, as amended, and regulations promulgated thereunder impose certain licensing and other requirements upon persons (such as the Trustee under the Mortgage or other purchasers pursuant to the remedial provisions of the Mortgage) who seek to acquire, possess or use nuclear production facilities.

As to matters set forth in paragraph[s] (9) [and (10) above and with respect to the maintaining of the security interests created by the Supplementary Capital Funds Agreement and the Assignment of Availability Agreement referred to in paragraph (11)] above, we have assumed that there will be no change in the identity or location of the Company. We have examined the portions of the information contained in the Registration Statement that are stated therein to have been made on our authority, and we believe such information to be correct. We are members of the Mississippi Bar and do not hold ourselves out as experts on the laws of any other state. We have examined the opinions of even date herewith rendered to you by Morgan, Lewis & Bockius LLP and Pillsbury Winthrop Shaw Pittman LLP, and we concur in the conclusions expressed therein insofar as they involve questions of Mississippi law. As to all matters of Arkansas and New York law, we have relied, in the case of Arkansas law, upon the opinion of even date herewith addressed to us by Friday, Eldredge & Clark, LLP of Little Rock, Arkansas, and, in the case of New York law, upon the opinion of even date herewith addressed to you by Morgan, Lewis & Bockius LLP of New York, New York.

The opinion set forth above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose without our prior written consent, except that Morgan, Lewis & Bockius LLP and Pillsbury Winthrop Shaw Pittman LLP may rely on this opinion as to all matters of Mississippi law in rendering their opinions required to be delivered under the Underwriting Agreement.

Very truly yours,

WISE CARTER CHILD & CARAWAY
Professional Association

BY:

EXHIBIT B

[Letterhead of Morgan, Lewis & Bockius LLP]

[ ], 20[ ]

[Name(s) of Underwriter(s)]

c/o [Name(s) of Representative(s)]
[ Address(es) of Representative(s) ]

Ladies and Gentlemen:

We, together with Wise Carter Child & Caraway, Professional Association, of Jackson, Mississippi, Friday, Eldredge & Clark, LLP, of Little Rock, Arkansas and [___________], Esq. [__________] - Corporate and Securities of Entergy Services, Inc., have acted as counsel for System Energy Resources, Inc., an Arkansas corporation (the "Company"), in connection with the issuance and sale to each of you, pursuant to the Underwriting Agreement, effective [ ], 20[ ] (the "Underwriting Agreement"), between the Company and you, of $[ ],000,000 aggregate principal amount of its First Mortgage Bonds, [ ]% Series due [ ], 20[ ] (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, with The Bank of New York Mellon (successor to United States Trust Company of New York), as Corporate Trustee (the "Trustee), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [ ] Supplemental Indenture, dated as of [ ], 20[ ], (the "Supplemental Indenture") (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"). [We have also acted as counsel to Entergy Corporation, a Delaware corporation ("Entergy"), in connection with the participation by Entergy in certain transactions related to the issuance and sale of the Bonds by the Company.] This opinion is being rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.

In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Amended and Restated Articles of Incorporation and By-Laws, each as amended, and Entergy's Restated Certificate of Incorporation and By-Laws, as amended; (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement, the Disclosure Package and the Prospectus; [(e) the Availability Agreement dated as of June 21, 1974, as amended (the "Availability Agreement"), between the Company, Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc. and Entergy New Orleans, Inc.; (f) the Assignment of Availability Agreement; (g) the Capital Funds Agreement dated as of June 21, 1974, as amended (the "Capital Funds Agreement"), between the Company and Entergy; (h) the Supplementary Capital Funds Agreement;] (i) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company, the execution and delivery by the Company of the Supplemental Indenture[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement [and the execution and delivery by Entergy of the Capital Funds Agreement and the Supplementary Capital Funds Agreement]; and (j) the proceedings before and orders entered by the FERC under the Federal Power Act relating to the issuance and sale of the Bonds by the Company. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such latter documents. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.

As to questions of fact material to the opinions expressed herein, we have relied upon certifications and representations of officers of the Company (including but not limited to those contained in the Registration Statement, the Disclosure Package, the Prospectus, the Underwriting Agreement and the Mortgage and certificates delivered at the closing of the sale of the Bonds) and appropriate public officials without independent verification of such matters except as otherwise described herein.

Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

The Mortgage has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered by the Company, is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) the laws of the State of Mississippi, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, (ii) applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and general equitable principles (whether considered in a proceeding in equity or at law), and (iii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought; and is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission.
The statements made in the Basic Prospectus as amended and supplemented immediately prior to the Applicable Time, and the Prospectus, under the captions "Description of the Bonds" and "Description of New Bonds," insofar as they purport to constitute summaries of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects.
The Bonds have been duly and validly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting the enforcement of mortgagees' and other creditors' rights and general equitable principles (whether considered in a proceeding in equity or at law) and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought; and are entitled to the benefit of the security afforded by the Mortgage.
[The Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement and the Supplementary Capital Funds Agreement have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting the enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law) and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefore may be brought.]
The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
[Entergy is duly organized and validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate power and authority to conduct its business and to own and operate the properties owned and operated by it in such business.]
[The Capital Funds Agreement and the Supplementary Capital Funds Agreement have been duly authorized, executed and delivered by Entergy and constitute legal, valid and binding obligations of Entergy enforceable against Entergy in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law) and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefore may be brought.]
The issuance and sale by the Company of the Bonds, the execution, delivery and performance by the Company of the Mortgage[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement [and the execution, delivery and performance by Entergy of the Capital Funds Agreement and the Supplementary Capital Funds Agreement] (a) will not violate any provision of the Company's Amended and Restated Articles of Incorporation or By-laws, each as amended, [or Entergy's Restated Certificate of Incorporation or By-laws, as amended,] (b) will not violate any provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in (except as contemplated by the Mortgage[, the Assignment of Availability Agreement and the Supplementary Capital Funds Agreement]) any of the assets of the Company [or Entergy] pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to us (having made due inquiry with respect thereto) to which the Company [or Entergy] is a party or which purports to be binding upon the Company [or Entergy] or upon any of their respective assets, and (c) will not violate any provision of any law or regulation applicable to the Company [or Entergy] or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentality applicable to the Company (except that various approvals, authorizations, orders, licenses, permits, franchises and consents of, and registrations, declarations and filings with, governmental authorities may be required to be obtained or made, as the case may be, (1) in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction, (2) in connection with the construction, acquisition, ownership, operation and maintenance of the Grand Gulf Nuclear Electric Generating Station and (3) as set forth in the exceptions to the opinion set forth in paragraph (10) below).
Except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not express an opinion, the Registration Statement, as of [its initial effective date] [the date of the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 20[ ] with the Commission], and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statement of Eligibility, upon which we do not express an opinion) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission by the Company pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not express an opinion), on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become, and on the date hereof is, effective under the Securities Act; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.
An appropriate order has been entered by the FERC under the Federal Power Act authorizing the issuance and sale of the Bonds by the Company; to the best of our knowledge, said order is in full force and effect; no further approval, authorization, consent or other order of any governmental body (other than under the Securities Act or the Trust Indenture Act, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance (other than that relating to the construction, acquisition, ownership, operation and maintenance of the Grand Gulf Nuclear Electric Generating Station) by the Company of its obligations with respect to the Bonds or under the Mortgage[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement [or the performance by Entergy of its obligations under the Capital Funds Agreement and the Supplementary Capital Funds Agreement], except [(1)] appropriate orders or the taking of other action by governmental regulatory authorities having jurisdiction pursuant to valid statutory enactments as to the issuance by the Company of any securities [to parties other than Entergy pursuant to the Capital Funds Agreement and the Supplementary Capital Funds Agreement after the date hereof and (2) with respect to the Availability Agreement and the Assignment of Availability Agreement (other than each respective Section 2.2(b) thereof), in the event that the Company shall determine to sell capacity and/or energy from any generating unit pursuant to the terms of the Availability Agreement or the Assignment of Availability Agreement, appropriate orders, or the taking of other action, by governmental regulatory authorities having jurisdiction pursuant to valid statutory enactments as to the specific terms and provisions under which such capacity and/or energy shall be made available].

In passing upon the forms of the Registration Statement and the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (2) above. In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with other counsel for the Company, and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. Based on our review of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions, although we have not independently verified the accuracy, completeness or fairness of the statements included or incorporated by reference therein and take no responsibility therefor (except to the extent such statements relate to us or as expressly set forth in paragraph (2) above), no facts have come to our attention that cause us to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to (a) the financial statements or other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, (b) the Statement of Eligibility, (c) the information contained in the Disclosure Package and the Prospectus under the caption "Description of New Bonds-Book-Entry Securities" or (d) the assessments of or reports on the effectiveness of internal control over financial reporting incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.

We have examined the portions of the information contained in the Registration Statement that are stated therein to have been made on our authority, and we believe such information to be correct. We are members of the New York Bar. This opinion is limited to the law of the States of New York, Arkansas and Mississippi, the General Corporation Law of the State of Delaware and the federal law of the United States of America. As to all matters of Arkansas and Mississippi law, we have relied upon the below-named opinions of counsel to the extent that such opinions state an opinion with regard to the matters covered by this opinion. As to matters of Arkansas law relating to the Company, we have, with your consent, relied upon an opinion of even date herewith addressed to us of Friday, Eldredge & Clark, LLP of Little Rock, Arkansas that has been delivered to you pursuant to the Underwriting Agreement. As to matters of Mississippi law related to the Company, we have, with your consent, relied upon the opinion of even date herewith of Wise Carter Child & Caraway, Professional Association, of Jackson, Mississippi, that has been delivered to you pursuant to the Underwriting Agreement.

We have not examined into and are not passing upon matters relating to incorporation of the Company, titles to property, [or] the lien of the Mortgage[, the priority of the security interests intended to be created by the Supplementary Capital Funds Agreement and the Assignment of Availability Agreement, or the filing of any document with respect to the Capital Funds Agreement, Supplementary Capital Funds Agreement, the Availability Agreement and the Assignment of Availability Agreement].

With respect to the opinions set forth in paragraphs (1) and (3) above, we call your attention to the fact that the provisions of the Atomic Energy Act of 1954, as amended, and the regulations promulgated thereunder impose certain licensing and other requirements upon persons (such as the Trustee or other purchasers pursuant to the remedial provisions of the Mortgage) who seek to acquire, possess or use nuclear production facilities.

The opinion set forth above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose without our prior written consent, except that Wise Carter Child & Caraway, Professional Association, may rely on this opinion as to all matters of New York law in rendering their opinion required to be delivered under the Underwriting Agreement.

Very truly yours,

Morgan, Lewis & Bockius LLP

EXHIBIT C

[Letterhead of Friday, Eldredge & Clark, LLP]

[ ], 20[ ]

[Name(s) of Underwriter(s)]

c/o [Name(s) of Representative(s)]
[ Address(es) of Representative(s) ]

Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178

Wise Carter Child & Caraway,
Professional Association
Heritage Building
P.O. Box 651
Jackson, Mississippi 39205

Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, New York 10036

Ladies and Gentlemen:

We have acted as Arkansas counsel for System Energy Resources, Inc., an Arkansas corporation (the "Company"), in connection with the issuance and sale by it, pursuant to the Underwriting Agreement, effective [ ], 20[ ] (the "Underwriting Agreement"), between the Company and the underwriters named therein of $[ ],000,000 aggregate principal amount of its First Mortgage Bonds, [ ]% Series due [ ], 20[ ] (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, with The Bank of New York Mellon (successor to United States Trust Company of New York), as Corporate Trustee (the "Trustee"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [ ] Supplemental Indenture, dated as of [ ], 20[ ], with respect to the Bonds (the "Supplemental Indenture") (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"). [We have also acted as counsel to Entergy Arkansas, Inc., an Arkansas corporation, in certain transactions related to the issuance and sale of the Bonds by the Company.] Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.

In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Amended and Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement and the Prospectus; [(e) the Availability Agreement dated as of June 21, 1974, as amended (the "Availability Agreement"), between the Company, Entergy Arkansas, Inc., Entergy Louisiana, LLC., Entergy Mississippi, Inc. and Entergy New Orleans, Inc.; (f) the Assignment of Availability Agreement; (g) the Capital Funds Agreement dated as of June 21, 1974, as amended (the "Capital Funds Agreement"), between the Company and Entergy Corporation "Entergy"); (h) the Supplementary Capital Funds Agreement;] and (i) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company and the execution and delivery by the Company of the Supplemental Indenture[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.

As to questions of fact material to the opinions expressed herein, we have relied upon certificates and representations of officers of the Company (including, but not limited to, those contained in the Underwriting Agreement, the Mortgage, and the certificate delivered to us at the closing of the sale of the Bonds) and appropriate public officials without independent verification of such matters except as otherwise described herein and upon statements in the Registration Statement and Prospectus.

Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

(1) The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Arkansas and is duly qualified to conduct its business in such State.

(2) The Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company and is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by (i) the laws of the State of Mississippi, where the property is located, affecting the remedies for the enforcement of the security provided therein, (ii) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law), and (iii) concepts of materiality, reasonableness, good faith, and fair dealing and the discretion of the court before which any proceeding therefor may be brought.

(3) [The Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement and the Supplementary Capital Funds Agreement have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting the enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law) and (ii) concepts of materiality, reasonableness, good faith, and fair dealing and the discretion of the court before which any proceeding therefor may be brought.]

(4) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(5) The Bonds have been duly and validly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of materiality, reasonableness, good faith, and fair dealing and the discretion of the court before which any proceeding therefor may be brought, and are entitled to the benefit of the security afforded by the Mortgage.

(6) The filings of Uniform Commercial Code financing statements covering the personal property and fixtures described in the Mortgage as subject to the lien thereof in the office of the Secretary of State of the State of Arkansas as described on Schedule A attached hereto, which filings have been duly effected, and the filing of continuation statements within six months prior to the expiration of each five year period from the date of original filing with respect to such financing statements, are the only recordings, filings, rerecordings and refilings in the State of Arkansas required by law in order to perfect and maintain the lien of the Mortgage on any of the personal property and fixtures described therein as subject thereto; as a result of the recording and filings referred to above, the Mortgage creates as security for the Bonds a first perfected security interest in all personal property, interests in personal property and fixtures specifically described in the granting clauses of the Mortgage (and not excepted from the lien of the Mortgage by the provisions thereof or released under the terms of the Mortgage), in each case subject to no liens, charges or encumbrances, other than minor defects and encumbrances customarily found in properties of like size and character that do not materially impair the use of such properties by the Company and Excepted Encumbrances, subject, however, to liens, defects and encumbrances, if any, existing or placed thereon at the time of acquisition thereof by the Company. Assuming that the provisions of the Mortgage are effective to extend the lien thereof to all properties and interests in properties which the Company may acquire after the date of the Mortgage and which are of the type referred to in the Mortgage as intended to be mortgaged thereby when acquired, and that the lien of the Mortgage will extend to all such properties and interests in properties, the lien of the Mortgage will constitute a valid first perfected security interest in all such personal property and interests therein (subject, however, to Excepted Encumbrances, and to liens, defects and encumbrances, if any, existing or placed thereon at the time of acquisition thereof by the Company and except as may be limited by bankruptcy law) without the execution and delivery of any supplemental indenture or other instrument specifically extending the lien of the Mortgage to such personal property or interests therein, other than the filing of the continuation statements within six months prior to the expiration of each five year period from the date of original filing with respect to the financing statements as described above.

(7) [The filings of Uniform Commercial Code financing statements in the office of the Secretary of State of the State of Arkansas as described on Schedule A attached hereto, which filings have been duly effected, and the filing of continuation statements within six months prior to the expiration of each five year period from the date of original filing with respect to such financing statements, are the only recordings, filings, rerecordings or refilings in the State of Arkansas required by law in order to perfect and maintain in favor of the Trustee (a) the security interest created by the Supplementary Capital Funds Agreement in the Company's right, title and interest in and to the Company's rights to receive moneys described in clause (x) of Section 5.1 thereof and the Collateral described in Section 5.1 thereof or (b) the security interest created by the Assignment of Availability Agreement in the Company's right, title and interest in and to the Collateral described in Section 1.1 thereof.]

(8) The issuance and sale by the Company of the Bonds and the execution, delivery and performance by the Company of the Mortgage[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement (a) will not violate any provision of the Company's Amended and Restated Articles of Incorporation or By-laws, each as amended, and (b) will not violate any provision of any law or regulation of the State of Arkansas or any subdivision thereof applicable to the Company or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentality of the State of Arkansas or any subdivision thereof applicable to the Company.

(9) No approval, authorization, order, license, permit, franchise or consent of or registration, declaration or filing with any Arkansas governmental authority is required in connection with the issuance and sale of the Bonds or the execution, delivery and performance by the Company of the Mortgage[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement.

With respect to the opinions set forth in paragraphs (2) and (5) above, we call your attention to the fact that the provisions of the Atomic Energy Act of 1954, as amended, and regulations promulgated thereunder impose certain licensing and other requirements upon persons (such as the Trustee under the Mortgage or other purchasers pursuant to the remedial provisions of the Mortgage) who seek to acquire, possess or use nuclear production facilities.

With respect to the opinion set forth in paragraph (6) above, we have not examined the status of the Company's title to the personal property and fixtures described as being subject to the lien of the Mortgage and we have assumed that such property exists and that the Company has sufficient rights therein for the lien of the Mortgage to attach. We express no opinion in paragraph (6) with respect to any personal property of a type (i) represented by certificate of title, (ii) constituting trademarks, copyrights, patents or other intellectual property, or (iii) in which a security interest cannot be perfected solely by the filing of financing statements under the Uniform Commercial Code in effect in the State of Arkansas on the date of this opinion letter.

In connection with the opinions set forth in paragraphs (6) [and (7)] above, we have assumed, with respect to any financing statement described on Schedule A attached hereto which is filed as an "initial financing statement" (as that term is contemplated in Section 9-706 of the Uniform Commercial Code in effect in the State of Arkansas as of the date of this opinion letter) and which serves the purpose of continuing the effectiveness of a financing statement filed before June 30, 2001 (a "Pre-Effective Date Financing Statement") that any such Pre-Effective Date Financing Statement was properly filed in the appropriate jurisdiction and serves to perfect a security interest in the collateral described in such Pre-Effective Date Financing Statement and that such Pre-Effective Date Financing Statement has not been rendered ineffective as of the date of this opinion letter.

Also with respect to the opinions set forth in paragraph (6) [and (7)] and with respect to the maintaining of the security interests created by the Mortgage[, the Supplementary Capital Funds Agreement and the Assignment of Availability Agreement] as referred to therein, we have assumed that there will be no change in the identity or location of the Company.

Since we have acted herein only as Arkansas counsel for the Company, the opinions set forth herein relate only to matters governed by the laws of the State of Arkansas. You may rely upon this opinion in rendering your respective opinions required to be delivered under the Underwriting Agreement, and the underwriters to whom your respective opinions are addressed may rely upon this opinion in connection with the Underwriting Agreement and the transactions contemplated thereunder as though it were addressed and delivered to such underwriters. This opinion may not be relied upon in any other manner by any other person or for any other purpose without our prior written consent.

Very truly yours,

FRIDAY, ELDREDGE & CLARK, LLP

EXHIBIT D

[[Letterhead of System Operating Company Counsel]

[ ], 20[ ]

[Name(s) of Underwriter(s)]

c/o [Name(s) of Representative(s)]
[ Address(es) of Representative(s) ]

Ladies and Gentlemen:

We have acted as counsel for ___________, a ___________ [corporation] [limited liability company] (the "Company"), in connection with the transactions contemplated by the Underwriting Agreement, effective [ ], 20[ ] (the "Underwriting Agreement"), between System Energy Resources, Inc. ("System Energy") and you, relating to the issuance and sale to you of $[ ],000,000 aggregate principal amount of its First Mortgage Bonds, [ ] % Series due [ ], 20[ ] (the "Bonds"). This opinion is rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.

In our capacity as such counsel, we have either participated in the preparation of or have reviewed: (a) the Availability Agreement dated as of June 21, 1974, as amended (the "Availability Agreement"), among System Energy, the Company and [insert other system operating companies]; (b) the Assignment of Availability Agreement; (c) the records of various corporate proceedings relating to the Company's participation in the Availability Agreement and the Assignment of Availability Agreement; and (d) the Registration Statement, Disclosure Package and Prospectus. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have also examined such other matters as we have deemed necessary in order to render this opinion.

Subject to the foregoing, we are of the opinion that:

The Company is duly organized and validly existing as a [corporation] [limited liability company] in good standing under the laws of the State of _________ and has the [corporation] [limited liability company] power and authority to conduct its business in the State(s) of __________ and to own and operate the properties owned and operated by it in such business.
The Availability Agreement and the Assignment of Availability Agreement have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting the enforcement of mortgagees' and other creditors' rights and general equitable principles (whether considered in a proceeding in equity or at law) and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefore may be brought.
No approval, authorization, consent or other order of any governmental body is legally required to permit the execution, delivery and performance by the Company of the Availability Agreement and the Assignment of Availability Agreement, except (other than with respect to Section 2.2(b) of the Assignment of Availability Agreement) in the event that System Energy shall determine to sell capacity and/or energy from any generating unit under the terms of the Availability Agreement or the Assignment of Availability Agreement, appropriate orders, or the taking of other action, by governmental regulatory authorities having jurisdiction pursuant to valid statutory enactments as to the specific terms and provisions under which capacity and/or energy shall be made available.
The execution, delivery and performance by the Company of the Availability Agreement and the Assignment of Availability Agreement (a) will not violate any provision of the Company's [charter name] or By-laws, each as amended, (b) will not violate any provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Company pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to us (having made due inquiry with respect thereto) to which the Company is a party or which purports to be binding upon the Company or upon any of its assets, and (c) will not violate any provision of any law or regulation applicable to the Company or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentality applicable to the Company (except as set forth in the exceptions to the opinion set forth in paragraph (3) above).

We are members of the [______] Bar and do not hold ourselves out as experts on the laws of any other state.

Very truly yours,

[SYSTEM OPERATING COMPANY COUNSEL]]

EXHIBIT E

[Letterhead of Entergy Services, Inc.]

[ ], 20[ ]

[Name(s) of Underwriter(s)]

c/o [Name(s) of Representative(s)]
[ Address(es) of Representative(s) ]

Ladies and Gentlemen:

I, together with Wise Carter Child & Caraway, Professional Association, of Jackson, Mississippi, Friday, Eldredge & Clark, LLP, of Little Rock, Arkansas, and Morgan, Lewis & Bockius LLP, of New York, New York, have acted as counsel for System Energy Resources, Inc., an Arkansas corporation (the "Company"), in connection with the issuance and sale to each of you, pursuant to the Underwriting Agreement, effective [ ], 20[ ] (the "Underwriting Agreement"), between the Company and you, of $[ ],000,000 aggregate principal amount of its First Mortgage Bonds, [ ]% Series due [ ], 20[ ] (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, with The Bank of New York Mellon (successor to United States Trust Company of New York), as Corporate Trustee (the "Trustee"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [ ] Supplemental Indenture, dated as of [ ], 20[ ], (the "Supplemental Indenture") (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"). This opinion is rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.

In my capacity as such counsel, I have either participated in the preparation of or have examined and am familiar with: (a) the Underwriting Agreement; (b) the Mortgage; (c) the Registration Statement, the Disclosure Package and the Prospectus; [(d) the Availability Agreement dated as of June 21, 1974, as amended (the "Availability Agreement"), between the Company, Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc. and Entergy New Orleans, Inc.; (e) the Assignment of Availability Agreement; (f) the Capital Funds Agreement dated as of June 21, 1974, as amended (the "Capital Funds Agreement"), between the Company and Entergy; (g) the Supplementary Capital Funds Agreement;] and (h) the proceedings before and orders entered by the FERC under the Federal Power Act relating to the issuance and sale of the Bonds by the Company.

Subject to the foregoing and to the further exceptions and qualifications set forth below, I am of the opinion that:

The Mortgage is duly qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission.
Except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which I do not express an opinion, the Registration Statement, as of [its initial effective date] [the date of the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 20[ ] with the Commission], and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statement of Eligibility, upon which I do not express an opinion) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission by the Company pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which I do not express an opinion), such documents or portions thereof, on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become, and on the date hereof is, effective under the Securities Act; and, to the best of my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.
An appropriate order has been entered by the FERC under the Federal Power Act authorizing the issuance and sale of the Bonds; to the best of my knowledge, said order is in full force and effect; no further approval, authorization, consent or other order of any governmental body (other than under the Securities Act or the Trust Indenture Act, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale by the Company of the Bonds pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance (other than that relating to the construction, acquisition, ownership, operation and maintenance of the Grand Gulf Nuclear Electric Generating Station) by the Company of its obligations with respect to the Bonds or under the Mortgage[, the Availability Agreement, the Assignment of Availability Agreement, the Capital Funds Agreement, the Supplementary Capital Funds Agreement] and the Underwriting Agreement [or the performance by Entergy of its obligations under the Capital Funds Agreement and the Supplementary Capital Funds Agreement], except [(1)] appropriate orders or the taking of other action by governmental regulatory authorities having jurisdiction pursuant to valid statutory enactments as to the issuance by the Company of any securities [to parties other than Entergy pursuant to the Capital Funds Agreement and the Supplementary Capital Funds Agreement after the date hereof and (2) with respect to the Availability Agreement and the Assignment of Availability Agreement (other than each respective Section 2.2(b) thereof), in the event that the Company shall determine to sell capacity and/or energy from any generating unit pursuant to the terms of the Availability Agreement or the Assignment of Availability Agreement, appropriate orders, or the taking of other action, by governmental regulatory authorities having jurisdiction pursuant to valid statutory enactments as to the specific terms and provisions under which such capacity and/or energy shall be made available].
No legal or governmental proceedings to which the Company is a party, or of which its property is the subject, that are of a character required to be disclosed in the Registration Statement, the Prospectus and the Disclosure Package and which are not disclosed and properly described therein as required are pending or, to my knowledge, threatened; and I do not know of any contracts or other documents of the Company of a character required to be filed as exhibits to the Registration Statement which are not so filed, or any contracts or other documents of the Company of a character required to be disclosed in the Registration Statement which are not disclosed and properly described therein as required; the descriptions in the Registration Statement, the Prospectus and the Disclosure Package of statutes, legal and government proceedings and contracts and other documents are accurate and fairly present the information required to be shown. Except as disclosed in the Prospectus and the Disclosure Package, there is no action, suit, proceeding or investigation pending against or affecting the Company or any of its assets the result of which would, in my opinion, have a materially adverse effect on the issuance and sale of the Bonds in accordance with the Underwriting Agreement.

In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, I have had discussions with certain of the officers, employees, and representatives of the Company and Entergy Services, Inc., with other counsel for the Company, and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. Based on my review of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions, although I have not independently verified the accuracy, completeness or fairness of the statements included or incorporated by reference therein and take no responsibility therefor (except to the extent such statements relate to me), no facts have come to my attention that cause me to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to (a) the financial statements or other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, (b) the Statement of Eligibility, (c) the information contained in the Prospectus under the caption "Description of New Bonds-Book-Entry Securities" or (d) the assessments of or reports on the effectiveness of internal control over financial reporting incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.

This opinion is limited to the federal laws of the United States of America.

The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without my prior written consent.

Very truly yours,

[__________], Esq.
[__________] - Corporate and Securities

EXHIBIT F

[Letterhead of Pillsbury Winthrop Shaw Pittman LLP]

[ ], 20[ ]

[Name(s) of Underwriter(s)]

c/o [Name(s) of Representative(s)]
[ Address(es) of Representative(s) ]

Ladies and Gentlemen:

We have acted as your counsel in connection with the issuance and sale by System Energy Resources, Inc., an Arkansas corporation (the " Company "), of its $[ ],000,000 aggregate principal amount of First Mortgage Bonds, [ ]% Series due [ ], 20[ ] (the " Bonds "), pursuant to the Underwriting Agreement, dated [ ], 20[ ], between you and the Company (the " Underwriting Agreement "). The Bonds are being issued under and pursuant to the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, with The Bank of New York Mellon (successor to United States Trust Company of New York), as Corporate Trustee (the " Trustee "), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including by the [ ] Supplemental Indenture, dated as of [ ], 20[ ] (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the " Mortgage "). This letter is delivered to you pursuant to Section 7(e) of the Underwriting Agreement. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Underwriting Agreement.

We are members of the New York Bar and, for purposes of this letter, do not hold ourselves out as experts on any laws other than the internal laws of the State of New York and the federal laws of the United States of America. We have, with your consent, relied (without independent inquiry) upon opinions of even date herewith addressed to you (or upon which it is stated that you may rely) of (i) Friday, Eldredge & Clark, LLP, [and] (ii) Wise Carter Child & Caraway, Professional Association, [and (iii) [System Operating Company Counsel]] as to the matters covered in such opinions relating to the laws of the States of Arkansas, Mississippi, Texas and Louisiana.

We have reviewed, and have relied as to matters of fact material to this letter upon, the documents delivered to you at the closing of the transaction contemplated by the Underwriting Agreement, and we have reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary or relevant for purposes of this letter. As to such matters of fact material to this letter, we have also relied upon representations and certifications of the Company in the Underwriting Agreement and in such other documents, and upon statements in the Registration Statement, the Disclosure Package and the Prospectus. In such review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to us as facsimile, electronic, certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to us as originals and the correctness of all statements of fact contained in all such original documents. We have not reviewed the Bonds, except a specimen thereof, and we have relied upon a certificate delivered by or on behalf of the Trustee as to the authentication and delivery thereof and as to the authorization, execution and delivery by the Trustee of the Supplemental Indenture. We express no opinion or belief as to matters relating to title to property, franchises, the creation, existence, validity and priority of the lien purported to be created by the Mortgage or the recordation or perfection of such lien. We have assumed, without independent verification, the validity and accuracy of all certificates and opinions delivered under the Mortgage in connection with the issuance and sale of the Bonds. We also express no opinion or belief regarding compliance with covenants in any agreement to which the Company or any of its affiliates is a party, or in any regulatory order pertaining to the Company or any of its affiliates, incorporating calculations of a financial or accounting nature. We have not examined into and are not passing upon matters relating to incorporation of the Company[, the priority of the security interests intended to be created by the Supplementary Capital Funds Agreement and the Assignment of Availability Agreement, or the filing of any document with respect to the Capital Funds Agreement, Supplementary Capital Funds Agreement, the Availability Agreement and the Assignment of Availability Agreement].

Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that:

The Mortgage has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered by the Company, and is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) the laws of the State of Louisiana, where the property covered thereby is located, affecting the remedies for the enforcement of the security purported to be provided for therein, (ii) bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws relating to or affecting enforcement of mortgagees' and other creditors' rights, and general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance or injunctive relief, (iii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought, and (iv) in the case of the provisions thereof relating to indemnification, the requirement that any facts known to the indemnified party but not the indemnifying party be disclosed to the indemnifying party if the existence of such facts at the time such provision became effective would entitle the indemnified party to indemnification; and, to the best of our knowledge, the Mortgage is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or threatened by the Commission.
The statements made in the Basic Prospectus as amended and supplemented immediately prior to the Applicable Time (together with the other information in the Disclosure Package) and the Prospectus under the captions "Description of the Bonds" and "Description of New Bonds", to the extent that they purport to constitute summaries of the Mortgage and the Bonds, are accurate in all material respects.
The Bonds have been duly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws relating to or affecting enforcement of mortgagees' and other creditors' rights, and general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance or injunctive relief, and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought, and are entitled to the benefit of the security purported to be afforded by the Mortgage.
The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
[The Assignment of Availability Agreement has been duly authorized, executed and delivered by the Company, Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc. and Entergy New Orleans, Inc.; the Supplementary Capital Funds Agreement has been duly authorized, executed and delivered by the Company and Entergy Corporation.]
An appropriate order has been issued by the FERC under the Federal Power Act authorizing the issuance and sale of the Bonds by the Company; to the best of our knowledge, such order is in full force and effect; and no further approval, authorization, consent or other order of any governmental body (other than in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction, upon which we do not pass, or under the Securities Act or the Trust Indenture Act) is legally required to permit the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement.
Except in each case as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein upon which we do not pass, the Registration Statement, as of [its initial effective date] [the date of the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 20[ ] with the Commission], and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statement of Eligibility, upon which we do not pass) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission by the Company pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not pass), on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith. In passing upon the forms of the Registration Statement and the Prospectus, and the documents or portions thereof filed with the Commission by the Company pursuant to the Exchange Act and incorporated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, we have necessarily assumed that the statements included or incorporated by reference therein are correct and complete.
To the best of our knowledge, the Registration Statement has become, and on the date hereof is, effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.

In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with counsel for the Company, with your representatives and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. While we reviewed certain corporate records and documents and statements of officers and other representatives of the Company as to the existence and consequences of certain factual and other matters, the primary purpose of our professional engagement was not to establish or confirm factual matters, legal matters not governed by New York law or United States federal law or financial or quantitative information. Based on our review of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions, although we have not independently verified the accuracy, completeness or fairness of the statements included or incorporated by reference therein and take no responsibility therefor (except to the extent such statements relate to us or as expressly set forth in paragraph (2) above), no facts have come to our attention that cause us to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, at the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Prospectus, as of its date or at the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any belief as to (A) the financial statements and other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, (B) the Statement of Eligibility or (C) the assessments of or reports on the effectiveness of internal control over financial reporting incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.

We call your attention to the fact that, with respect to the opinions set forth in paragraphs (1) and (3) above, the provisions of the Atomic Energy Act of 1954, as amended, and regulations promulgated thereunder impose certain licensing and other requirements upon persons (such as the Trustee or other purchasers pursuant to the remedial provisions of the Mortgage) who seek to acquire, possess or use nuclear production facilities.

This letter is delivered only to you in connection with the transaction contemplated by the Underwriting Agreement and is solely for your benefit. This letter is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity (including by any person or entity that acquires Bonds from any of you) for any purpose without our prior written consent.

Very truly yours,

PILLSBURY WINTHROP SHAW PITTMAN LLP

EXHIBIT G

ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
REFERRED TO THEREIN

Exchange Act Document	Caption	Page	Item
Annual Report on Form 10-K for the year ended December 31, [2007]	"SELECTED FINANCIAL DATA FIVE-YEAR COMPARISON"	345	The amounts of electric operating revenues (by source) for the twelve month periods ended December 31, [2007, 2006, 2005, 2004 and 2003]

Exhibit 4.02

This [ ] Supplemental Indenture is filed as an amendment to System Energy Resources, Inc.'s Mortgage and Deed of Trust, dated as of June 15, 1977, and recorded in Book 9-S, Page 1, on June 30, 1977, in the Office of the Chancery Clerk of Claiborne County. Pursuant to Section 89-5-33(3)(b) of the Mississippi Code, as amended, no indexing instruction is required for this instrument because it is one affecting a previously recorded instrument. As required by Mississippi law, this instrument shall be entered in the general index and noted on the margin of the previously recorded instrument.

__________________________________________________

SYSTEM ENERGY RESOURCES, INC.

TO

THE BANK OF NEW YORK MELLON

(Formerly The Bank of New York,

Successor to United States Trust Company Of New York),
as Trustee.

__________________________________________________

[ ] Supplemental Indenture

Dated as of [ ], 20[ ]

TO

MORTGAGE AND DEED OF TRUST

Dated as of June 15, 1977.

__________________________________________________

First Mortgage Bonds, [ ]% Series due 20[ ]

__________________________________________________

Prepared by:

Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000

[ ] SUPPLEMENTAL INDENTURE, dated as of the [ ] day of [ ], 20[ ], made and entered into by and between SYSTEM ENERGY RESOURCES, INC., a corporation of the State of Arkansas, whose post office address is Echelon One, 1340 Echelon Parkway, Jackson, Mississippi 39213 (hereinafter sometimes called the "Company"), and THE BANK OF NEW YORK MELLON (formerly The Bank of New York, successor to United States Trust Company of New York), a corporation of the State of New York, whose Corporate Trust Department post office address is 101 Barclay Street, 8W, New York, New York 10286 (hereinafter sometimes called the "Corporate Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as of June 15, 1977 (herein sometimes called the "Original Indenture"), executed and delivered by the Company to the Corporate Trustee and Douglas J. MacInnes (successor to Gerard F. Ganey and Malcolm J. Hood) (the "Co-Trustee"), now resigned, and together with the Corporate Trustee, sometimes called the "Trustees" or individually sometimes called a "Trustee");

WHEREAS, the Original Indenture (herein with all indentures supplemental thereto called the "Indenture") provides for the issuance of bonds in one or more series (hereinafter called the "bonds"); and

WHEREAS, the Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto for the purpose, among others, of setting forth the terms and provisions of each series of bonds from time to time issued; and

WHEREAS, the Company executed and delivered to the Trustees, as supplements to the Original Indenture, the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	June 15, 1977
Second Supplemental Indenture	January 1, 1980
Third Supplemental Indenture	June 15, 1981
Fourth Supplemental Indenture	June 1, 1984
Fifth Supplemental Indenture	December 1, 1984
Sixth Supplemental Indenture	May 1, 1985
Seventh Supplemental Indenture	June 15, 1985
Eighth Supplemental Indenture	May 1, 1986
Ninth Supplemental Indenture	May 1, 1986
Tenth Supplemental Indenture	September 1, 1986
Eleventh Supplemental Indenture	September 1, 1986
Twelfth Supplemental Indenture	September 1, 1986
Thirteenth Supplemental Indenture	November 15, 1987
Fourteenth Supplemental Indenture	December 1, 1987
Fifteenth Supplemental Indenture	July 1, 1992
Sixteenth Supplemental Indenture	October 1, 1992
Seventeenth Supplemental Indenture	October 1, 1992
Eighteenth Supplemental Indenture	April 1, 1993
Nineteenth Supplemental Indenture	April 1, 1994
Twentieth Supplemental Indenture	August 1, 1996
Twenty-first Supplemental Indenture	August 1, 1996
Twenty-second Supplemental Indenture	September 1, 2002
Twenty-third Supplemental Indenture	September 1, 2007

which supplemental indentures (hereinafter called the "First Supplemental Indenture", "Second Supplemental Indenture", "Third Supplemental Indenture", "Fourth Supplemental Indenture", "Fifth Supplemental Indenture", "Sixth Supplemental Indenture", "Seventh Supplemental Indenture", "Eighth Supplemental Indenture", "Ninth Supplemental Indenture", "Tenth Supplemental Indenture", "Eleventh Supplemental Indenture", "Twelfth Supplemental Indenture", "Thirteenth Supplemental Indenture", "Fourteenth Supplemental Indenture", "Fifteenth Supplemental Indenture", "Sixteenth Supplemental Indenture", "Seventeenth Supplemental Indenture", "Eighteenth Supplemental Indenture", "Nineteenth Supplemental Indenture", "Twentieth Supplemental Indenture", "Twenty-first Supplemental Indenture", Twenty-second Supplemental Indenture" and "Twenty-third Supplemental Indenture", respectively) were filed and recorded in the real estate records of the office of the Chancery Clerk of Claiborne County in the State of Mississippi, filed in the Uniform Commercial Code records of the offices of the Secretary of the State of the State of Mississippi and the Secretary of State of the State of Arkansas and filed in the Uniform Commercial Code records of the offices of the Chancery Clerks of Claiborne County, Warren County and Hinds County (First Judicial District) in the State of Mississippi; except, as a result of revisions to Mississippi's Uniform Commercial Code, the Twenty-second and Twenty-third Supplemental Indentures were filed as fixture filings in the real estate records of the office of the Chancery Clerk of Claiborne County in the State of Mississippi and not in the Uniform Commercial Code records of the offices of the Chancery Clerks of Claiborne County, Warren County or Hinds County (First Judicial District) in the State of Mississippi; and

WHEREAS, effective as of the close of business on September 17, 1986, Malcolm J. Hood resigned as Co-Trustee under the Indenture, and the Company, in accordance with the terms of the Indenture, appointed Gerard F. Ganey as successor Co-Trustee and effective as of the close of business on September 17, 1986, Gerard F. Ganey accepted such appointment; and

WHEREAS, effective as of the close of business on June 26, 2001, United States Trust Company of New York resigned as Corporate Trustee under the Indenture, and the Company, in accordance with the terms of the Indenture, appointed The Bank of New York as successor Corporate Trustee and by an Acceptance of Appointment as Corporate Trustee, effective June 26, 2001, The Bank of New York accepted such appointment; and

WHEREAS, effective as of the close of business on June 26, 2001, Gerard F. Ganey resigned as Co-Trustee under the Indenture, and the Company, in accordance with the terms of the Indenture, appointed Douglas J. MacInnes as successor Co-Trustee and by an Acceptance of Appointment as Co-Trustee, effective June 26, 2001, Douglas J. MacInnes accepted such appointment; and

WHEREAS, effective as of the close of business on October 1, 2007, Douglas J. MacInnes resigned as Co-Trustee under the Indenture, and in accordance with the terms of the Indenture, no successor Co-Trustee was appointed. The Corporate Trustee shall not be required to appoint a successor to the Co-Trustee unless and until the Corporate Trustee or the Company determines that it is necessary to do so. All references in the Indenture, as amended and supplemented by this Supplemental Indenture, to "Trustees" shall be construed to be references solely to the Corporate Trustee unless and until such time as a successor to the Co-Trustee shall be appointed; and

WHEREAS, effective July 1, 2008, The Bank of New York changed its name to The Bank of New York Mellon; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding at the Date of the Initial Issue of the [ ] Series
9.25% Series due 1989	$ 400,000,000	None
12.50% Series due 2000	$ 98,500,000	None
16% Series due 2000	$ 300,000,000	None
15 3/8% Series due 2000	$ 100,000,000	None
Pollution Control Series A	$ 47,208,334	None
Pollution Control Series B	$ 95,643,750	None
11% Series due 2000	$ 300,000,000	None
9 7/8% Series due 1991	$ 300,000,000	None
10 1/2% Series due 1996	$ 250,000,000	None
11 3/8% Series due 2016	$ 200,000,000	None
14% Series due 1994	$ 200,000,000	None
14.34% Series due 1992	$ 100,000,000	None
8.40% Series due 2002	$ 45,000,000	None
6.12% Series due 1995	$ 105,000,000	None
8.25% Series due 2002	$ 70,000,000	None
6% Series due 1998	$ 60,000,000	None
7 5/8% Series due 1999	$ 60,000,000	None
7.28% Series due 1999	$ 100,000,000	None
7.71% Series due 2001	$ 135,000,000	None
4 7/8% Series due 2007	$ 70,000,000	None
6.20% Series due 2012	$ 70,000,000	$70,000,000

which bonds are also sometimes called bonds of the First through Twenty-first Series; and

WHEREAS, the Company has determined to create a new series of bonds, and all things necessary to make this Supplemental Indenture a valid, binding and legal instrument supplemental to the Indenture have been performed, and the issuance of said series of bonds, subject to the terms of the Indenture, has been in all respects duly authorized;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: that in order to set forth the terms and provisions of said series of bonds and in consideration of the premises and of the purchase and acceptance of said bonds by the holders thereof, and in consideration of the sum of One Dollar by the Trustees to the Company paid, receipt whereof is hereby acknowledged, the Company hereby agrees and provides, for the equal and proportionate benefit of the respective holders from time to time of such bonds, as follows:

DEFINITIONS AND RULES OF CONSTRUCTION

Terms from the Indenture . The terms used in this Supplemental Indenture which are defined in the Original Indenture, unless otherwise specified herein, are used herein with the same meanings as in the Original Indenture. None of the definitions or rules of construction contained in the First through Twenty-third Supplemental Indentures shall apply or be used in this Supplemental Indenture (except to the extent that such definitions or rules of construction are repeated verbatim herein).

Definitions of New Terms . The following terms shall have the following meanings in this Supplemental Indenture (regardless of any definition of any such terms in the First through Twenty-third Supplemental Indentures):
Abandonment shall mean (i) the good faith decision by the Company to abandon any material portion of the Grand Gulf Project as evidenced by a Resolution of the Board of Directors of the Company followed by a cessation of all operations (other than preservative maintenance) of such material portion for a period of ninety (90) days, certified to in an Officers' Certificate or (ii) the destruction of all or substantially all of the Grand Gulf Project, certified to in an Officers' Certificate.

Availability Agreement shall mean the Availability Agreement, dated as of June 21, 1974, as amended and as may be further amended from time to time, among the Company, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans.

Basic Agreements shall mean the Availability Agreement, the Capital Funds Agreement, the Sales Agreement, the System Agreement, the [ ] Supplementary Capital Funds Agreement and the [ ] Assignment of Availability Agreement.

Business Day shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York, New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Corporate Trustee is closed for business.

Capital Funds Agreement shall mean the Capital Funds Agreement, dated as of June 21, 1974, as amended and as may be further amended from time to time, between Entergy and the Company.

Defeasance Trustee shall mean the Corporate Trustee if it, at its option, elects to serve as a Defeasance Trustee or any other bank or trust company having its principal office and place of business in the Borough of Manhattan, The City of New York, and which shall at all times (after the deposit of moneys or obligations pursuant to Section 8.01 hereof) be a corporation organized and doing business under the laws of the United States or of any State or Territory or of the District of Columbia, with a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000), and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority.

Entergy shall mean Entergy Corporation, a Delaware corporation (successor to Entergy Corporation, a Florida corporation).

Entergy Arkansas shall mean Entergy Arkansas, Inc., formerly Arkansas Power & Light Company, an Arkansas corporation.

Entergy Louisiana shall mean Entergy Louisiana, LLC, a Texas limited liability company, formerly Entergy Louisiana, Inc. and Louisiana Power & Light Company, in each case, a Louisiana corporation.

Entergy Mississippi shall mean Entergy Mississippi, Inc., formerly Mississippi Power & Light Company, a Mississippi corporation.

Entergy New Orleans shall mean Entergy New Orleans, Inc., formerly New Orleans Public Service Inc., a Louisiana corporation.

First Unit of the Grand Gulf Project shall mean unit 1 of the Grand Gulf Project, which was placed in commercial operation on July 1, 1985.

Sales Agreement shall mean the Sales Agreement, dated as of June 21, 1974, between Entergy Mississippi and the Company.

Services shall mean Entergy Services, Inc., a Delaware corporation.

Special Industrial Development Revenue Bonds shall mean indebtedness represented by securities, the interest payments to the holders of which are exempt, in the opinion of bond counsel for any such securities, from federal income taxation under Internal Revenue Code Section 103(c)(4) (or a similar provision of such Code hereinafter enacted), issued by any governmental authority to provide funds for pollution control facilities for the Grand Gulf Project, the principal of and interest on which are to be payable solely from funds provided by the Company to such governmental authority by lease payments, conditional sale payments, or payments pursuant to the provisions of contractual obligations (including bonds) or otherwise.

System Agreement shall mean the Agreement, dated April 23, 1982 and effective January 1, 1983, as amended, and as it may be amended from time to time, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans, relating to the sharing of generating capacity and other power resources.

System Companies shall mean Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and any other operating subsidiary company of Entergy other than the Company which shall become a party to the System Agreement.

[ ] Assignment of Availability Agreement shall mean the [ ] Assignment of Availability Agreement, Consent and Agreement, dated as of [ ], 20[ ], among the Company, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and the Corporate Trustee.

[ ] Supplementary Capital Funds Agreement shall mean the [ ] Supplementary Capital Funds Agreement and Assignment, dated as of [ ], 20[ ], among Entergy, the Company and the Corporate Trustee.

Twenty-first Series shall have the meaning set forth in Section 2.01 of the Twenty-third Supplemental Indenture.

Rules of Construction . All references to any agreement refer to such agreement as modified, varied or amended from time to time by the parties thereto (including any permitted successors or assigns) in accordance with its terms.
THE [ ] SERIES
1. Bonds of the [ ] Series . There shall be a series of bonds issued pursuant to the Indenture designated "[ ]% Series due 20[ ]" (herein sometimes referred to as the "[ ] Series"). Each such bond shall also bear the descriptive title First Mortgage Bond, and the form thereof shall be substantially as set forth in Annex A hereto. Bonds of the [ ] Series shall mature on [ ], 20[ ], and shall be issued as fully registered bonds in denominations of $1,000 and, at the option of the Company, in any multiple or multiples of $1,000 (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear interest at the rate of [ ]% per annum, until the principal of any such bond shall have become due and payable, and shall thereafter bear interest on any overdue principal, on any overdue premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of [ ]% per annum, the first interest payment to be made [ ], 20[ ], for the period from [ ], 20[ ] to [ ], 20[ ], with subsequent interest payments to be made semiannually on [ ] and [ ] of each year; the principal of, premium, if any, and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.
  Interest on the bonds of the [ ] Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the [ ] Series shall not be a Business Day, then payment of interest or principal and premium, if any, need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.
  1. The bonds of the [ ] Series shall [not] be redeemable at the option of the Company[, in whole or in part, at any time prior to maturity, upon notice mailed to each registered owner at his last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption] [redemption terms to be determined at pricing].
  2. In case of the redemption of only a part of the bonds of the [ ] Series, the particular bonds to be redeemed shall be selected by the Corporate Trustee from the Outstanding bonds of such series which have not previously been called for redemption, by such method as the Corporate Trustee shall deem fair and appropriate.
  3. At the option of the registered owner, any bonds of the [ ] Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
Bonds of the [ ] Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the [ ] Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in the Indenture, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of the [ ] Series.
ADDITIONAL BOND PROVISIONS
1. Limit on Aggregate Amount . Bonds of the [ ] Series shall be limited to [ ] Dollars ($[ ]) in aggregate principal amount at any one time Outstanding, except as provided in Section 2.09 of the Original Indenture.
2. Dating of Bonds and Interest Payments . Bonds of the [ ] Series shall be dated as provided in Section 2.03 of the Original Indenture and bear interest from [ ], 20[ ], provided that if any bond of the [ ] Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other bond or bonds of the [ ] Series, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered.

Notwithstanding the foregoing, so long as all of the bonds of the [ ] Series are held by The Depository Trust Company or its nominee, or a successor thereof, the person in whose name any bond of the [ ] Series is registered at the close of business on the Business Day immediately preceding an interest payment date ("record date for the [ ] Series") shall be entitled to receive the interest payable on the interest payment date (except that in case of any redemption of bonds as provided for herein on a date subsequent to the record date for the [ ] Series and prior to such interest payment date, interest on such redeemed bonds shall be payable only to the date fixed for redemption thereof and only against surrender of such bonds for redemption in accordance with the notice of such redemption) notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to the record date for the [ ] Series and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding bonds of the [ ] Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. If the bonds of the [ ] Series cease to be held by The Depository Trust Company or its nominee, or a successor thereof, the term "record date for the [ ] Series" as used with respect to any interest payment date shall mean [ ] for interest payable [ ] and shall mean [ ] for interest payable [ ]. Any bond of the [ ] Series issued upon any transfer or exchange subsequent to the record date for the [ ] Series for any interest payment date and prior to such interest payment date shall bear interest from such interest payment date.

ADDITIONAL COVENANTS

[Disposition of Property . Notwithstanding the provisions of Sections 11.01 through 11.07, inclusive, of the Original Indenture, the Company covenants that if it sells, assigns, transfers or otherwise disposes of all or any part of the Mortgaged and Pledged Property and the Company fails to file with the Corporate Trustee within thirty (30) days thereafter an Officers' Certificate to the effect that such disposition would not materially impair the continuing electrical generation operations of the First Unit of the Grand Gulf Project allocable to the Company, the Company will give prompt notice to the Corporate Trustee and to the registered holders of bonds of the [ ] Series, and within sixty (60) days of such disposition of the Mortgaged and Pledged Property it will redeem all of the bonds of the [ ] Series then Outstanding at the redemption price set forth in Section 2.01(a) hereof; provided, however, that no such Officers' Certificate will be required to be filed if the sale, assignment, transfer or other disposition of such Mortgaged and Pledged Property does not adversely affect such continuing electrical generation operations. Notwithstanding the above, the Company is not required to redeem bonds of the [ ] Series as a result of the following transactions so long as such transactions are in compliance with Sections 11.01 through 11.07, inclusive, of the Original Indenture:

transactions contemplated by and permitted under the provisions of Article XVI of the Original Indenture (subject to the provisions of Section 4.04 of the Fifth Supplemental Indenture);

sales, assignments, transfers or other disposition of an undivided interest in the Grand Gulf Project, if such transactions are for the purpose of complying with an order or orders of a governmental body having jurisdiction in the premises or for the purpose of complying with the conditions of any construction permits issued to the Company by the Nuclear Regulatory Commission (or any successor); provided, however, that (i) any cash proceeds paid to and received by the Company (other than in connection with a transaction involving assumption of construction costs) shall be deposited with the Corporate Trustee, to be held by it under the conditions set forth in Section 11.05 of the Original Indenture, (ii) payment for any such transaction shall be in cash or its equivalent paid to the Company, or by assumption of construction costs and (iii) any co-owner or co-owners of the Grand Gulf Project shall have waived any right it or they might have had to require any partition or division of the Grand Gulf Project during the useful life of the Grand Gulf Project and shall have entered into an agreement with the Company for the joint operation of the Grand Gulf Project specifying, among other things, that it or they will share responsibility for the operating costs of the Grand Gulf Project and that the Company shall remain responsible for the operation of the Grand Gulf Project; and provided further that the conditions specified in (iii) above shall be deemed modified by any contrary requirements of the Nuclear Regulatory Commission (or any successor agency). Upon any such operating agreement becoming fully effective and binding, the rights of the Company thereunder shall be immediately pledged as security under the Indenture, and an Opinion of Counsel shall be delivered to the Trustees that it is duly authorized, valid, binding and enforceable and has been effectively pledged. The rights of the Company under any such operating agreement shall remain pledged as security under the Indenture only for so long as bonds of the [ ] Series shall remain Outstanding. The Company shall be entitled to enter into modifications, amendments and supplements to and replacements of any agreement embodying the obligations of the Company set forth in this Section 4.01(b) without the consent of the holders of the [ ] Series bonds or the Trustees; provided, however, that, prior to the execution and delivery of any such modification, amendment, supplement or replacement, the Company shall furnish to the Corporate Trustee an Opinion of Counsel to the effect that the execution, delivery and performance by the Company of such modification, amendment, supplement or replacement will not adversely affect the rights of the holders of the [ ] Series bonds set forth in this Section 4.01(b);

leases (including without limitation any sale and leaseback by the Company or any Subsidiary of the Company) of Nuclear Fuel;

leases (including without limitation any sale and leaseback by the Company or such Subsidiary) incurred in connection with Special Industrial Development Revenue Bonds; and

leases (including without limitation any sale and leaseback by the Company or such Subsidiary) of construction equipment to be used during the construction phase of the Grand Gulf Project, office space and transportation, data processing and/or communications equipment.

Nothing in this Section shall limit releases of property in the ordinary course of business otherwise permitted by this Supplemental Indenture and the provisions of Sections 11.01 through 11.07 inclusive, of the Original Indenture, particularly retirements for maintenance, repairs and reconstruction purposes.]

Security Interests in Certain Agreements . The Company covenants that it will not transfer, pledge, assign or grant a security interest in any of its right, title and interest in, to or under (including its right to any moneys due or to become due under) any of the Basic Agreements[, except to the extent expressly permitted pursuant to or recognized by the terms of the [ ] Supplementary Capital Funds Agreement and the [ ] Assignment of Availability Agreement].

[Capital Funds and Availability Agreements . The Company will (i) duly perform all obligations to be performed by it under the Capital Funds Agreement, the [ ] Supplementary Capital Funds Agreement, the Availability Agreement and the [ ] Assignment of Availability Agreement, (ii) promptly take any and all action (including, without limitation, obtaining all orders, consents, permits, licenses and approvals, and making all registrations, declarations and filings) as may be necessary to enforce its rights under the Capital Funds Agreement, the [ ] Supplementary Capital Funds Agreement, the Availability Agreement or the [ ] Assignment of Availability Agreement and to enforce or secure the performance by the other parties thereto of their respective obligations thereunder, and (iii) use its best efforts to obtain all orders, consents, permits, licenses and approvals, and make all registrations, declarations and filings, necessary to keep the Capital Funds Agreement, the [ ] Supplementary Capital Funds Agreement, the Availability Agreement and the [ ] Assignment of Availability Agreement in full force and effect. In the event of any material nonperformance by any party under the Capital Funds Agreement, the [ ] Supplementary Capital Funds Agreement, the Availability Agreement or the [ ] Assignment of Availability Agreement, the Company agrees that it will (i) duly perform all obligations to be performed by it under any other agreement for the sale of capacity and/or energy from the Grand Gulf Project, (ii) promptly take any and all action (including, without limitation, obtaining all orders, consents, permits, licenses and approvals, and making all registrations, declarations and filings) as may be necessary to enforce its rights under any other agreement for the sale of capacity and/or energy from the Grand Gulf Project and to enforce or secure the performance by the other parties thereto of their respective obligations thereunder, and (iii) use its best efforts to obtain all orders, consents, permits, licenses and approvals, and make all registrations, declarations and filings necessary to maintain any other agreement for the sale of capacity and/or energy from the Grand Gulf Project in full force and effect.]
PROVISIONS FOR RETIREMENT OF BONDS
1. Redemption Upon Condemnation or Abandonment . If there should be a condemnation or Abandonment of all or substantially all of the Grand Gulf Project, the Company covenants that it will give prompt notice to the Trustees and to the registered holders of bonds of the [ ] Series and that within sixty (60) days after a final order of such condemnation or within sixty (60) days after the Abandonment, it will redeem all of the bonds of the [ ] Series then Outstanding at the redemption price set forth in Section 2.01(a) hereof.
ADDITIONAL DEFAULTS
1. Additional Defaults so long as [ ] Series Bonds Outstanding . The following events shall be additional Defaults so long as the [ ] Series bonds are Outstanding:
ADDITIONAL SECURITY FOR [ ] SERIES BONDS
1. [Additional Security. In addition to the security provided under the Indenture, the [ ] Assignment of Availability Agreement and the [ ] Supplementary Capital Funds Agreement and all proceeds therefrom, shall be for the sole and exclusive benefit of the holders of the bonds of the [ ] Series then Outstanding, and any enforcement thereof or remedy related thereto shall be for the benefit of and subject to the direction and control of such holders in the same manner as any remedy or means of enforcement relating to the Mortgaged and Pledged Property are within the direction and control of the holders of the bonds of the [ ] Series, and any proceeds therefrom shall be applied for the exclusive benefit of the holders of the bonds of the [ ] Series in the same manner as set forth in Section 13.12 (Second) of the Original Indenture.]
DEFEASANCE
1. Defeasance . In addition to the provisions of Section 18.01 of the Original Indenture, the bonds of the [ ] Series and interest obligations for the payment of which and bonds of the [ ] Series for the redemption of which either (i) moneys in the necessary amount or (ii) obligations of the United States of America which shall not contain provisions permitting the redemption thereof at the option of the issuer, the principal of and the interest on which when due, and without any regard to reinvestment thereof, will, in the opinion of an independent accountant, provide moneys which, together with the moneys, if any, deposited with or held by the Defeasance Trustee, shall be sufficient to pay when due the principal of, premium, if any, on and interest due and to become due on said bonds of the [ ] Series, or portions thereof on the redemption date or maturity date thereof, as the case may be, shall have been deposited with the Defeasance Trustee, with irrevocable direction so to apply the same, subject to the provisions of Section 20.03 of the Original Indenture (with or without any additional right given to the holders to surrender their bonds or obtain therefrom payment therefor prior to the redemption date) shall for all purposes under the Indenture including satisfying the Lien of the Indenture be deemed to have been paid; provided that in case of redemption the notice requisite to the validity of such redemption shall have been given or arrangements shall have been made insuring to the satisfaction of the Corporate Trustee that the same will be given.
AMENDMENTS
1. [Termination of Availability Agreement and Capital Funds Agreement . Upon the termination of the Availability Agreement as contemplated by Section 10.05 hereof, this Supplemental Indenture shall be automatically amended, without any further action by the Company, the Trustee or the holders of the bonds of the [ ] Series, to delete Section 6.01(4) hereof and all references to the Availability Agreement and the [ ] Assignment of Availability Agreement in Sections 1.02, 4.02, 4.03, 6.01(3), 6.01(5), and 7.01 hereof. Upon the termination of the Capital Funds Agreement as contemplated by Section 10.05 hereof, this Supplemental Indenture shall be automatically amended, without any further action by the Company, the Trustees or the holders of the bonds of the [ ] Series, to delete Sections 6.01(1) and 6.01(2) hereof and all references to the Capital Funds Agreement and the [ ] Supplementary Capital Funds Agreement in Sections 1.02, 4.02, 6.01(5) and 7.01 hereof. In the case that both the Availability Agreement and the Capital Funds Agreement shall have been terminated as contemplated by Section 10.05 hereof, this Supplemental Indenture shall be automatically amended, without further action by the Company, the Trustee or the holders of the bonds of the [ ] Series, to delete Sections 4.03, 6.01(1), (2), (4) and (5), and 7.01 hereof and all references to the Availability Agreement, the [ ] Assignment of Availability Agreement, the Capital Funds Agreement and the [ ] Supplementary Capital Funds Agreement in this Supplemental Indenture. The Company shall provide the Corporate Trustee with prompt written notice of any such termination, and the Corporate Trustee shall, at the request of the Company, execute such instruments as may be reasonably required or desirable to evidence such amendments.]
MISCELLANEOUS PROVISIONS
1. Record Date . The holders of the bonds of the [ ] Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the [ ] Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.
2. Titles . The titles of the several Articles and Sections of this Supplemental Indenture and the table of contents shall not be deemed to be any part thereof.
3. Counterparts . This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
4. Waivers and Amendments . Any provision of this Supplemental Indenture may be waived or amended with the written consent (in any number of instruments of similar tenor executed by the holders of the bonds of the [ ] Series or by their attorneys appointed in writing) of the holders of a majority or more in aggregate principal amount of the bonds of the [ ] Series then Outstanding, and no consent for any such waiver or amendment shall be required by holders of bonds other than the bonds of the [ ] Series; provided, however, that without the consent of the holder of a bond of the [ ] Series, no such waiver or amendment shall (1) impair or affect the right of such holder to receive payment of the principal of (and premium, if any) and interest (at the rates stipulated therein) on such bond, on or after the respective due dates expressed in such bond, or to institute suit for the enforcement of any such payment on or after such respective dates, or (2) permit the creation of any lien ranking prior to, or on a parity with, the Lien of the Indenture with respect to any of the Mortgaged and Pledged Property, or (3) permit the deprivation of any non-assenting holder of a bond of the [ ] Series of a lien upon the Mortgaged and Pledged Property for the security of his bonds, or (4) permit the reduction of the percentage required by the provisions of this Section for the taking of any action under this Section with respect to any bonds of the [ ] Series then Outstanding.
5. [Preconsent to Termination of Availability Agreement, [ ] Assignment of Availability Agreement, Capital Funds Agreement and [ ] Supplementary Capital Funds Agreement . The Company reserves the right to terminate the Availability Agreement, the [ ] Assignment of Availability Agreement, the Capital Funds Agreement and the [ ] Supplementary Capital Funds Agreement, and each holder of the bonds of the [ ] Series hereby consents to such termination without any other further action by any holder of the bonds of the [ ] Series, upon delivery to the Corporate Trustee of an Officers' Certificate stating the following:
  1. the Company's First Mortgage Bonds have been rated A3, A-, or A- or better (or the equivalent thereof), by each of Moody's, Standard & Poor's, and Fitch, respectively, or their successors, for at least the 6 consecutive months preceding the date of such Officers' Certificate; and
  2. With respect to each series of bonds established prior to June 1, 1992, either (i) no bonds of such series remain Outstanding or (ii) the requisite number of the bonds of such series have consented to the termination of the Availability Agreement, the Assignments thereof, the Capital Funds Agreement and the Supplements thereto.

The Availability Agreement, the Assignments thereof, the Capital Funds Agreement and the Supplements thereto, are similarly terminated as they relate to all other outstanding series of bonds and all other indebtedness of the Company or no longer apply or do not apply to any other such series of bonds or indebtedness.]

IN WITNESS WHEREOF, SYSTEM ENERGY RESOURCES, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents or its Treasurer, and its corporate seal to be attested by its Secretary, Assistant Secretary or Assistant Treasurer for and in its behalf, and The Bank of New York Mellon, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or by one of its Assistant Vice Presidents and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Vice Presidents, all as of the [ ] day of [ ], 20[ ].

SYSTEM ENERGY RESOURCES, INC.

By: &#
Name:
Title:

Attest:

Name:
Title:

Executed, sealed and delivered by System Energy Resources, Inc. in the presence of:

THE BANK OF NEW YORK MELLON

By: &
Name:
Title:

Attest:

Name:
Title:

Executed, sealed and delivered by The Bank of New York Mellon in the presence of:

STATE OF LOUISIANA )
&# ) .ss:
PARISH OF ORLEANS )

On this [ ] day of [ ], [ ], before me, [ ], a Notary Public duly qualified and acting within and for said Parish and State, appeared in person the within named [ ] and [ ] to me personally well known, who stated that they were the [ ] and Treasurer and an [ ], respectively, of SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On this [ ] day of [ ], [ ] , before me appeared [ ], to me personally known, who, being by me duly sworn, did say that he is the [ ] of SYSTEM ENERGY RESOURCES, INC., and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said [ ] acknowledged said instrument to be the free act and deed of said corporation.

Personally appeared before me, the undersigned authority in and for the aforesaid Parish and State, on this [ ] day of [ ], [ ], within my jurisdiction, the within named [ ] and [ ], who acknowledged that they are the [ ] and an [ ], respectively, of SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation, and that for and on behalf of said corporation, and as its act and deed, they executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

On the [ ] day of [ ], [ ], before me personally came [ ], to me known, who, being by me duly sworn, did depose and say that he is the [ ] of SYSTEM ENERGY RESOURCES, INC., the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

Given under my hand and seal this [ ] day of [ ], [ ].

Notary Public (ID # )
Parish of Orleans, State of Louisiana
My Commission is Issued for Life

STATE OF NEW YORK        )
&#                                                ) .ss:
COUNTY OF NEW YORK   )

On this [ ] day of [ ], [ ], before me, [ ], a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared [ ] and [ ], to me personally well known, who stated that they were a [ ] and a [ ], respectively, of THE BANK OF NEW YORK MELLON, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On this [ ] day of [ ], [ ], before me appeared [ ], to me personally known, who, being by me duly sworn, did say that he is a [ ] of THE BANK OF NEW YORK MELLON, and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Trustees, and said [ ] acknowledged said instrument to be the free act and deed of said corporation.

Personally appeared before me, the undersigned authority in and for the aforesaid County and State, on this [ ] day of [ ], [ ], within my jurisdiction, the within named [ ] and [ ], who acknowledged that they are the [ ] and [ ], respectively of THE BANK OF NEW YORK MELLON, a New York corporation, and that for and on behalf of the said corporation, and as its act and deed, they executed the above and foregoing instrument, after first having been duly authorized by the corporation so to do.

On this [ ] day of [ ], [ ], before me personally came [ ], to me known, who, being by me duly sworn, did depose and say that he is a [ ] of THE BANK OF NEW YORK MELLON, the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation, and that he signed his name thereto by like order.

Given under my hand and seal this [ ] day of [ ]. [ ].

&#
Notary Public, State of New York
No.
Qualified in [ ] County
Commission Expires [ ]

ANNEX A

[FORM OF REGISTERED BOND]

[(See legend at the end of this Bond for
restrictions on transferability and change of form)]

SYSTEM ENERGY RESOURCES, INC.

First Mortgage Bond, [ ]% Series due 20[ ]

Due [ ], 20[ ]

CUSIP [ ]

No. R $

SYSTEM ENERGY RESOURCES, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to ______________ or registered assigns, on [ ], 20[ ], at the office or agency of the Company in the Borough of Manhattan, The City of New York, __________________ Million Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from [ ], 20[ ], if the date of this bond is on or prior to [ ], 20[ ], or if the date of this bond is after [ ], 20[ ], from the [ ] or [ ] next preceding the date of this bond, at the rate of [ ]% per annum in like coin or currency at said office or agency on [ ], 20[ ] for the period from [ ], 20[ ] to [ ], 20[ ] and thereafter on [ ] and [ ] in each year, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and on any overdue premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of [ ]% per annum, provided, that the interest so payable on any [ ] or [ ] will, subject to certain exceptions set out in the [ ] Supplemental Indenture mentioned on the reverse hereof, be paid to the person in whose name this bond (or any bond or bonds previously outstanding in transfer or exchange for which this bond was issued) is registered at the close of business on the Business Day immediately preceding such interest payment date. Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

This bond shall not become obligatory until The Bank of New York Mellon, the Corporate Trustee under the Indenture (defined on the reverse hereof), or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

Capitalized terms used herein and not otherwise defined shall have the meanings given thereto in the Indenture.

THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

IN WITNESS WHEREOF, SYSTEM ENERGY RESOURCES, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his signature or a facsimile thereof, on

SYSTEM ENERGY RESOURCES, INC.

By
[Vice] President

Attest:

[Assistant] Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds of the series herein designated, described or provided for in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,

As Corporate Trustee

Authorized Officer

[FORM OF REGISTERED BOND]
(Reverse)
SYSTEM ENERGY RESOURCES, INC.

First Mortgage Bond, [ ]% Series due 20[ ]

Due [ ], 20[ ]

This bond is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, [ ]% Series due 20[ ], all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and as further specified therein) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto including the [ ] Supplemental Indenture, called the Indenture), dated as of June 15, 1977, executed by the Company to The Bank of New York Mellon (formerly The Bank of New York, successor to United States Trust Company of New York), as Corporate Trustee, and Douglas J. MacInnes (successor to Gerard F. Ganey and Malcolm J. Hood), as Co-Trustee (which Co-Trustee has resigned, and no successor Co-Trustee has been appointed). Reference is made to the Indenture and particularly to the First, Second, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third and [ ] Supplemental Indentures to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security (including certain additional security not given to all bonds), the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Indenture.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Indenture, upon the occurrence of a default as in the Indenture provided.

This bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Indenture. Subject to the foregoing provisions as to the person entitled to receive payment of interest hereon, the Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Indenture, any bonds of this series, upon surrender thereof, for cancellation, at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

As provided in the Indenture, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of fifteen (15) days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

This bond is redeemable as provided in the Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

[LEGEND

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Corporate Trustee by The Depository Trust Company (55 Water Street, New York, New York) or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).]

[FORM OF TEMPORARY REGISTERED BOND]

[(See legend at the end of this Bond for
restrictions on transferability and change of form)]

SYSTEM ENERGY RESOURCES, INC.

First Mortgage Bond, [ ]% Series due 20[ ]

Due [ ], 20[ ]

CUSIP [ ]

No. TR $

SYSTEM ENERGY RESOURCES, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to _______________ or registered assigns, on [ ], 20[ ], at the office or agency of the Company in the Borough of Manhattan, The City of New York, ____________________ Million Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from [ ], 20[ ], if the date of this bond is on or prior to [ ], 20[ ], or if the date of this bond is after [ ], 20[ ], from the [ ] or [ ] next preceding the date of this bond, at the rate of [ ]% per annum in like coin or currency at said office or agency on [ ], 20[ ] for the period from [ ], 20[ ] to [ ], 20[ ] and thereafter on [ ] and [ ] in each year, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and on any overdue premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of [ ]% per annum, provided, that the interest so payable on any [ ] or [ ] will, subject to certain exceptions set out in the [ ] Supplemental Indenture mentioned on the reverse hereof, be paid to the person in whose name this bond (or any bond or bonds previously outstanding in transfer or exchange for which this bond was issued) is registered at the close of business on the Business Day immediately preceding such interest payment date. Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Capitalized terms used herein and not otherwise defined shall have the meanings given thereto in the Indenture.

THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

SYSTEM ENERGY RESOURCES, INC.

[Vice] President

Attest:

[Assistant] Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds of the series herein designated, described or provided for in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,

As Corporate Trustee

Authorized Officer

[FORM OF TEMPORARY REGISTERED BOND]
(Reverse)
SYSTEM ENERGY RESOURCES, INC.

First Mortgage Bond, [ ]% Series due 20[ ]

Due [ ], 20[ ]

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, [ ]% Series due 20[ ], all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and as further specified therein) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto including the Twenty-second Supplemental Indenture, called the Indenture), dated as of June 15, 1977, executed by the Company to The Bank of New York Mellon (formerly The Bank of New York, successor to United States Trust Company of New York), as Corporate Trustee, and Douglas J. MacInnes (successor to Gerard F. Ganey and Malcolm J. Hood), as Co-Trustee (which Co-Trustee has resigned, and no successor Co-Trustee has been appointed). Reference is made to the Indenture and particularly to the First, Second, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third and [ ] Supplemental Indentures to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security (including certain additional security not given to all bonds), the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Indenture.

In the manner prescribed in the Indenture, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, for a definitive bond or bonds of the same series of a like principal amount when such definitive bonds are prepared and ready for delivery.

This bond is redeemable as provided in the Indenture.

[LEGEND

Exhibit 4.11

[ ] ASSIGNMENT OF AVAILABILITY AGREEMENT, CONSENT AND AGREEMENT

This [ ] Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as "this Assignment"), dated as of [ ], 20[ ], is made by and among System Energy Resources, Inc. (the "Company"), Entergy Arkansas, Inc., ("Entergy Arkansas") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company ("Ark-Mo")), Entergy Louisiana, LLC ("Entergy Louisiana"), Entergy Mississippi, Inc. ("Entergy Mississippi"), and Entergy New Orleans, Inc. ("Entergy New Orleans") (hereinafter Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans are called individually a "System Operating Company" and collectively, the "System Operating Companies"), and The Bank of New York Mellon (formerly The Bank of New York, successor to United States Trust Company of New York), as trustee (hereinafter called the "Corporate Trustee").

WHEREAS:

A. Entergy Corporation (successor to Middle South Utilities, Inc.) ("Entergy") owns all of the outstanding common stock of the Company and each of the System Operating Companies, and the Company has a 90% undivided ownership and leasehold interest in Unit No. 1 of the Grand Gulf Steam Electric Generating Station (nuclear) project (the "Project") (more fully described in the "Indenture" hereinafter referred to).

B. Prior hereto, (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "Domestic Agent"), and said banks entered into an Amended and Restated Bank Loan Agreement dated as of June 30, 1977 (the "Amended and Restated Agreement"), the First Amendment thereto dated as of March 20, 1980 (the "First Bank Loan Amendment"), the Second Amended and Restated Bank Loan Agreement dated as of June 15, 1981 as amended by the First Amendment dated as of February 5, 1982 (as so amended, the "Second Amended and Restated Bank Loan Agreement"), and the Second Amendment of the Second Amended and Restated Bank Loan Agreement, dated as of June 30, 1983 as further amended by the Third Amendment thereto dated as of December 30, 1983 and the Fourth Amendment thereto dated as of June 28, 1984 (as so further amended, the "Second Bank Loan Second Amendment"); (ii) the banks party to the Amended and Restated Agreement made loans to the Company in the aggregate principal amount of $565,000,000 and pursuant to the First Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment) dated as of June 30, 1977, among the Company, the System Operating Companies, Ark-Mo and the Domestic Agent (the "First Assignment of Availability Agreement"), the Company assigned to the Domestic Agent (for the benefit of such banks), as collateral security for the above loans, certain of the Company's rights under an Availability Agreement dated as of June 21, 1974, as amended by the First Amendment thereto dated as of June 30, 1977 (the "Original Availability Agreement") among the Company, the System Operating Companies and Ark-Mo; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $808,000,000 and pursuant to the Fourth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of March 20, 1980 (the "Fourth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement were further assigned as collateral security for the loans made under the Amended and Restated Agreement as amended by the First Bank Loan Amendment; (iv) the Second Amended and Restated Bank Loan Agreement provided, among other things, for (a) the making of revolving credit loans by the banks named therein to the Company from time to time in an aggregate amount not in excess of $1,311,000,000 at any one time outstanding, and (b) the making of a term loan by said banks in an aggregate amount not to exceed $1,311,000,000, and pursuant to the Fifth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment) dated as of June 15, 1981 (the "Fifth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement, as amended by the Second Amendment thereto dated June 15, 1981, were further assigned as collateral security for the loans made under the Second Amended and Restated Bank Loan Agreement; and (v) the Second Bank Loan Second Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $1,711,000,000 and pursuant to the Eighth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment) dated as of June 30, 1983 (the "Eighth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement, as amended by the Second Amendment thereto dated June 15, 1981, were further assigned as collateral security for the loans made under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

C. Prior hereto, (i) the Company, the System Operating Companies, Ark-Mo, the Corporate Trustee and Malcolm J. Hood (Gerard F. Ganey and Douglas J. MacInnes, successors), as Individual Trustee, now resigned (together with the Corporate Trustee referred to herein as the "Trustees"), as trustees for the holders of $400,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First Series Bonds") issued under a Mortgage and Deed of Trust dated as of June 15, 1977 among the Company and the Trustees (the "Mortgage"), as supplemented by a First Supplemental Indenture dated as of June 15, 1977 among the Company and the Trustees (the Mortgage as so supplemented and as supplemented by a Second Supplemental Indenture dated as of January 1, 1980, a Third Supplemental Indenture dated as of June 15, 1981, a Fourth Supplemental Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture dated as of December 1, 1984, a Sixth Supplemental Indenture dated as of May 1, 1985, a Seventh Supplemental Indenture dated as of June 15, 1985, an Eighth Supplemental Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a Tenth Supplemental Indenture dated as of September 1, 1986, an Eleventh Supplemental Indenture dated as of September 1, 1986, a Twelfth Supplemental Indenture dated as of September 1, 1986, a Thirteenth Supplemental Indenture dated as of November 15, 1987, a Fourteenth Supplemental Indenture dated as of December 1, 1987, a Fifteenth Supplemental Indenture dated as of July 1, 1992, a Sixteenth Supplemental Indenture dated as of October 1, 1992, a Seventeenth Supplemental Indenture dated as of October 1, 1992, an Eighteenth Supplemental Indenture dated as of April 1, 1993, a Nineteenth Supplemental Indenture dated as of April 1, 1994, a Twentieth Supplemental Indenture dated as of August 1, 1996, a Twenty-first Supplemental Indenture dated as of August 1, 1996, a Twenty-second Supplemental Indenture dated as of September 1, 2002 and a Twenty-third Supplemental Indenture dated as of September 1, 2007 and as the same may from time to time hereafter be amended and supplemented in accordance with its terms, being hereinafter called the "Indenture"), entered into the Second Assignment of Availability Agreement, Consent and Agreement dated as of June 30, 1977 (the "Second Assignment of Availability Agreement") (substantially in the form of this Assignment) to secure the First Series Bonds; (ii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $98,500,000 aggregate principal amount of the Company's First Mortgage Bonds, 12.50% Series due 2000 (the "Second Series Bonds") issued under the Mortgage, as supplemented by a Second Supplemental Indenture, dated as of January 1, 1980 among the Company and the Trustees, entered into the Third Assignment of Availability Agreement, Consent and Agreement dated as of January 1, 1980 (the "Third Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Second Series Bonds; (iii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 16% Series due 2000 (the "Third Series Bonds") issued under the Mortgage, as supplemented by a Fifth Supplemental Indenture dated as of December 1, 1984 among the Company and the Trustees, entered into the Eleventh Assignment of Availability Agreement, Consent and Agreement dated as of December 1, 1984 (the "Eleventh Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Third Series Bonds; (iv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 15.375% Series due 2000 (the "Fourth Series Bonds") issued under the Mortgage, as supplemented by a Sixth Supplemental Indenture, dated as of May 1, 1985 among the Company and the Trustees, entered into the Thirteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1985 (the "Thirteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fourth Series Bonds; (v) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11% Series due 2000 (the "Seventh Series Bonds") issued under the Mortgage, as supplemented by a Ninth Supplemental Indenture, dated as of May 1, 1986 among the Company and the Trustees, entered into the Sixteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1986 (the "Sixteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Seventh Series Bonds; (vi) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9 7/8% Series due 1991 (the "Eighth Series Bonds") issued under the Mortgage, as supplemented by a Tenth Supplemental Indenture, dated as of September 1, 1986 among the Company and the Trustees, entered into the Seventeenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Seventeenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Eighth Series Bonds; (vii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 10 1/2% Series due 1996 (the "Ninth Series Bonds") issued under the Mortgage, as supplemented by an Eleventh Supplemental Indenture dated as of September 1, 1986 among the Company and the Trustees, entered into the Eighteenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Eighteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Ninth Series Bonds; (viii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the "Tenth Series Bonds") issued under the Mortgage, as supplemented by a Twelfth Supplemental Indenture dated as of September 1, 1986 among the Company and the Trustees, entered into the Nineteenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Nineteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Tenth Series Bonds; (ix) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14% Series due 1994 (the "Eleventh Series Bonds") issued under the Mortgage, as supplemented by a Thirteenth Supplemental Indenture dated as of November 15, 1987 among the Company and the Trustees, entered into the Twentieth Assignment of Availability Agreement, Consent and Agreement dated as of November 15, 1987 (the "Twentieth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Eleventh Series Bonds; (x) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture dated as of December 1, 1987 among the Company and the Trustees, entered into the Twenty-first Assignment of Availability Agreement, Consent and Agreement dated as of December 1, 1987 (the "Twenty-first Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Twelfth Series Bonds; (xi) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $45,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "Thirteenth Series Bonds") issued under the Mortgage, as supplemented by a Fifteenth Supplemental Indenture dated as of July 1, 1992 among the Company and the Trustees, entered into the Twenty-fourth Assignment of Availability Agreement, Consent and Agreement dated as of July 1, 1992 (the "Twenty-fourth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Thirteenth Series Bonds; (xii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $105,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.12% Series due 1995 (the "Fourteenth Series Bonds") issued under the Mortgage, as supplemented by a Sixteenth Supplemental Indenture dated as of October 1, 1992 among the Company and the Trustees, entered into the Twenty-fifth Assignment of Availability Agreement, Consent and Agreement dated as of October 1, 1992 (the "Twenty-fifth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fourteenth Series Bonds; (xiii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "Fifteenth Series Bonds") issued under the Mortgage, as supplemented by a Seventeenth Supplemental Indenture dated as of October 1, 1992 among the Company and the Trustees, entered into a Twenty-sixth Assignment of Availability Agreement, Consent and Agreement dated as of October 1, 1992 (the "Twenty-sixth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fifteenth Series Bonds; (xiv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6% Series due 1998 (the "Sixteenth Series Bonds") issued under the Mortgage, as supplemented by an Eighteenth Supplemental Indenture dated as of April 1, 1993 among the Company and the Trustees, entered into a Twenty-seventh Assignment of Availability Agreement, Consent and Agreement dated as of April 1, 1993 (the "Twenty-seventh Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Sixteenth Series Bonds; (xv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7-5/8% Series due 1999 (the "Seventeenth Series Bonds") issued under the Mortgage, as supplemented by a Nineteenth Supplemental Indenture dated as of April 1, 1994 among the Company and the Trustees, entered into a Twenty-ninth Assignment of Availability Agreement, Consent and Agreement dated as of April 1, 1994 (the "Twenty-ninth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Seventeenth Series Bonds; (xvi) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.28% Series due 1999 (the "Eighteenth Series Bonds") issued under the Mortgage, as supplemented by a Twentieth Supplemental Indenture dated as of August 1, 1996 among the Company and the Trustees, entered into the Thirtieth Assignment of Availability Agreement, Consent and Agreement dated as of August 1, 1996 (the "Thirtieth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Eighteenth Series Bonds; (xvii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $135,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.71% Series due 2001 (the "Nineteenth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-first Supplemental Indenture dated as of August 1, 1996 among the Company and the Trustees, entered into the Thirty-first Assignment of Availability Agreement, Consent and Agreement dated as of August 1, 1996 (the "Thirty-first Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Nineteenth Series Bonds; (xviii) the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 4 7/8% Series due 2007 (the "Twentieth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-second Supplemental Indenture dated as of September 1, 2002 among the Company and the Trustees, entered into the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 2002 which has subsequently been amended by the Amendment to the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement, dated as of December 15, 2005 (as so amended, the "Thirty-fourth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds; and (xix) the Company and the Corporate Trustee, as trustee for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.20% Series due 2012 (the "Twenty-first Series Bonds") issued under the Mortgage, as supplemented by a Twenty-third Supplemental Indenture dates as of September 1, 2007 among the Company and the Corporate Trustee, entered into the Thirty-sixth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 2007 (the "Thirty-sixth Assignment of Availability Agreement").

D. The Original Availability Agreement has been amended by the First Amendment thereto dated as of June 30, 1977, the Second Amendment thereto dated June 15, 1981, the Third Amendment thereto dated June 28, 1984 and the Fourth Amendment thereto dated as of June 1, 1989 (the Original Availability Agreement, as so amended and as it may be further amended and supplemented, is hereinafter referred to as the "Availability Agreement").

E. Unit No. 1 and Unit No. 2 of the Project have been designated by the Company and the System Operating Companies as being subject to the Availability Agreement and as being System Energy Generating Units (as defined in the Availability Agreement) thereunder.

F. The Company, Credit Suisse First Boston Limited, as agent for certain banks (the "Eurodollar Agent"), and said banks (including successors and assignees and such other banks as became party to the Loan Facility as defined below, the "Eurodollar Banks") were parties to the Loan Agreement (the "Original Eurodollar Loan Agreement") dated February 5, 1982 (as amended, the "Loan Facility"). Under the Original Eurodollar Loan Agreement the banks party thereto made loans to the Company in the aggregate principal amount of $315,000,000 and pursuant to the Sixth Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment) dated as of February 5, 1982 among the Company, the System Operating Companies and the Eurodollar Agent (the "Sixth Assignment of Availability Agreement"), the Company assigned to the Eurodollar Agent (for the benefit of the Eurodollar Banks), as collateral security for the above loans, certain of the Company's rights under the Availability Agreement. The Company, the Eurodollar Agent and the Eurodollar Banks were parties to the First Amendment dated as of February 18, 1983 to the Loan Facility which, among other things, increased the amount of the loans to be made by the Eurodollar Banks to $378,000,000 and pursuant to the Seventh Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment) dated as of February 18, 1983 among the Company, the System Operating Companies and the Eurodollar Agent (the "Seventh Assignment of Availability Agreement"), the Company assigned to the Eurodollar Agent (for the benefit of the Eurodollar Banks), as collateral security for such loans, certain of the Company's rights under the Availability Agreement.

G. The Company and Citibank, N.A. (the "Bank") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1983 (the "Series A Reimbursement Agreement"), which provided, among other things, for the issuance by the Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series A (the "Series A Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1983 naming Deposit Guaranty National Bank as trustee. Pursuant to the Ninth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of December 1, 1983 among the Company, the System Operating Companies, the Bank and Deposit Guaranty National Bank, as trustee (the "Ninth Assignment of Availability Agreement"), the Company assigned to the Bank and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series A Reimbursement Agreement and the Series A Bonds, certain of the Company's rights under the Availability Agreement.

H. The Company and the Bank were parties to a letter of credit and reimbursement agreement dated as of June 1, 1984 (the "Series B Reimbursement Agreement"), which provided, among other things, for the issuance by the Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series B (the "Series B Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Tenth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of June 1, 1984 among the Company, the System Operating Companies, the Bank and Deposit Guaranty National Bank, as trustee (the "Tenth Assignment of Availability Agreement"), the Company assigned to the Bank and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series B Reimbursement Agreement and the Series B Bonds, certain of the Company's rights under the Availability Agreement.

I. The Company, the Bank as a Co-Agent and as Coordinating Agent, and Manufacturers Hanover Trust Company, as a Co-Agent for a group of banks (the "Banks"), were parties to a letter of credit and reimbursement agreement dated as of December 1, 1984 (the "Series C Reimbursement Agreement") which provided, among other things, for the issuance by the Banks for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series C (the "Series C Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Twelfth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of December 1, 1984 among the Company, the System Operating Companies, the Banks and Deposit Guaranty National Bank, as trustee (the "Twelfth Assignment of Availability Agreement"), the Company assigned to the Banks and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series C Reimbursement Agreement and the Series C Bonds, certain of the Company's rights under the Availability Agreement.

J. The Company, the System Operating Companies, the Trustees and Deposit Guaranty National Bank, as holder of $47,208,334 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series A (the "Fifth Series Bonds") issued under the Mortgage, as supplemented by a Seventh Supplemental Indenture dated as of June 15, 1985 among the Company and the Trustees, entered into the Fourteenth Assignment of Availability Agreement, Consent and Agreement dated as of June 15, 1985 (the "Fourteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment). The Fifth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 12 1/2% Pollution Control Revenue Bonds due 2015 (Middle South Energy, Inc. Project) Series D (the "Series D Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 15, 1985 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fourteenth Assignment of Availability Agreement, the Company assigned to the Trustees and Deposit Guaranty National Bank, as collateral security for the Company's obligations under the Series D Bonds, certain of the Company's rights under the Availability Agreement.

K. The Company, the System Operating Companies, the Trustees and Deposit Guaranty National Bank, as holder of $95,643,750 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series B (the "Sixth Series Bonds") issued under the Mortgage, as supplemented by an Eighth Supplemental Indenture dated as of May 1, 1986 among the Company and the Trustees, entered into the Fifteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1986 (the "Fifteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment). The Sixth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 9 1/2% Pollution Control Revenue Bonds due 2016 (Middle South Energy, Inc. Project) Series E (the "Series E Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of May 1, 1986 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fifteenth Assignment of Availability Agreement, the Company assigned to the Trustees and Deposit Guaranty National Bank, as collateral security for the Company's obligations under the Series E Bonds, certain of the Company's rights under the Availability Agreement.

L. The Company has entered into a sale and leaseback transaction with respect to a portion of its undivided interest in Unit No. 1 and to that end the Company has entered into, among other agreements, (i) Facility Leases Nos. 1 and 2, dated as of December 1, 1988, among Meridian Trust Company (U.S. Bank National Association, successor) and Stephen M. Carta (Mildred F. Smith, successor) (collectively, the "Owner Trustee") as Owner Trustee and the Company, each as supplemented by a separate Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and a separate Lease Supplement No. 2 thereto, each dated as of January 1, 1994, (ii) a Participation Agreement No. 1, dated as of December 1, 1988 among Public Service Resources Corporation ("PSRC") as Owner Participant, the Loan Participants listed therein, GG1A Funding Corporation (GG1C Funding Corporation, successor), as Funding Corporation, the Owner Trustee and the Company pursuant to which PSRC invested $400,000,000 in an undivided interest in Unit No. 1 (which interest was subsequently acquired by Resources Capital Management Corporation from PSRC and subsequently acquired by RCMC I, Inc. (formerly known as RCMC Del., Inc.) from Resources Capital Management Corporation), and a Participation Agreement No. 2, dated as of December 1, 1988 among Lease Management Realty Corporation IV ("LMRC") as Owner Participant, the Loan Participants listed therein, GG1A Funding Corporation (GG1C Funding Corporation, successor), as Funding Corporation, the Owner Trustee and the Company pursuant to which LMRC invested $100,000,000 in an undivided interest in Unit No. 1 (which interest was subsequently acquired by Textron Financial Corporation from LMRC) (the owner participants under all such participation agreements being referred to as the "Owner Participants") and (iii) the Original Reimbursement Agreement which provided, among other things, (x) for the issuance by the funding bank named therein (the "1988 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1988 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants substantially in the form of Exhibit A to the Original Reimbursement Agreement with maximum amounts of $104,000,000, and $26,000,000, respectively, (y) for the reimbursement to such 1988 Funding Bank by the participating banks named therein (the "1988 Participating Banks") for all drafts paid by such 1988 Funding Bank under any 1988 LOC and (z) for the reimbursement by the Company to such 1988 Funding Bank for the benefit of the 1988 Participating Banks of sums equal to all drafts paid by such 1988 Funding Bank under any 1988 LOC. Pursuant to the Twenty-second Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of December 1, 1988 (the "Twenty-second Assignment of Availability Agreement"), the Company assigned to Chemical Bank (the "Administrating Bank"), as collateral security for the Company's obligations under the Reimbursement Agreement, certain of the Company's rights under the Availability Agreement.

M. The Company, the System Operating Companies and the Administrating Bank entered into the Twenty-third Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of January 11, 1991 ("Twenty-third Assignment of Availability Agreement") in connection with the execution and delivery of the First Amendment to Reimbursement Agreement dated as of January 11, 1991 (the "First Amendment to Reimbursement Agreement") (the Reimbursement Agreement, as amended by the First Amendment to Reimbursement Agreement, is herein called the "First Amended Reimbursement Agreement") that provided, among other things, (i) for the issuance by The Bank of Tokyo, Ltd., Los Angeles Agency (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such 1991 LOCs to be substantially in the form of Exhibit A to the First Amended Reimbursement Agreement, with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the Funding Bank by the banks named in the First Amended Reimbursement Agreement (the "Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (iii) for the reimbursement by the Company to the 1991 Funding Bank for the benefit of the Participating Banks of sums equal to all drafts paid by the 1991 Funding Bank under any 1991 LOC.

N. The Company, the System Operating Companies and the Administrating Bank entered into the Twenty-eighth Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of December 17, 1993 ("Twenty-eighth Assignment of Availability Agreement") in connection with the execution and delivery of the Second Amendment to Reimbursement Agreement, dated as of December 17, 1993 ("Second Amendment to Reimbursement Agreement") (the First Amended Reimbursement Agreement, as amended by the Second Amendment to Reimbursement Agreement, is herein called the "Second Amended Reimbursement Agreement") that provided, among other things, (i) for the issuance by The Bank of Tokyo, Ltd., Los Angeles Agency (the "1993 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1993 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such 1993 LOCs to be substantially in the form of Exhibit A to the Second Amended Reimbursement Agreement with maximum amounts of $132,131,960 and $33,032,990 (subsequently reduced to $32,205,291), respectively; (ii) for the reimbursement to the 1993 Funding Bank by the Participating Banks for all drafts paid by the 1993 Funding Bank under any 1993 LOC; and (iii) for the reimbursement by the Company to the 1993 Funding Bank for the benefit of the Participating Banks of sums equal to all drafts paid by the 1993 Funding Bank under any 1993 LOC.

O. The Company, the System Operating Companies and The Chase Manhattan Bank (as successor by merger with Chemical Bank) Bank entered into the Thirty-second Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of December 27, 1996 ("Thirty-second Assignment of Availability Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 27, 1996 (the "1996 Restated Reimbursement Agreement") that provided, among other things, (i) for the issuance by The Bank of Tokyo, Ltd., Los Angeles Agency (the "1996 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1996 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such 1996 LOCs to be substantially in the form of Exhibit A to the 1996 Restated Reimbursement Agreement with maximum amounts of $148,719,125 and $34,946,720, respectively; (ii) for the reimbursement to the 1996 Funding Bank by the Participating Banks for all drafts paid by the 1996 Funding Bank under any 1996 LOC; and (iii) for the reimbursement by the Company to the 1996 Funding Bank for the benefit of the Participating Banks of sums equal to all drafts paid by the 1996 Funding Bank under any 1996 LOC.

P. The Company, the System Operating Companies and The Chase Manhattan Bank entered into the Thirty-third Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of December 20, 1999 ("Thirty-third Assignment of Availability Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999 (the "1999 Restated Reimbursement Agreement") that provided, among other things, (i) for the issuance by The Bank of Tokyo, Ltd., Los Angeles Agency (the "1999 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1999 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such 1999 LOCs to be substantially in the form of Exhibit A to the 1999 Restated Reimbursement Agreement with maximum amounts of $156,885,464 and $36,061,470, respectively; (ii) for the reimbursement to the 1999 Funding Bank by the Participating Banks for all drafts paid by the 1999 Funding Bank under any 1999 LOC; and (iii) for the reimbursement by the Company to the 1999 Funding Bank for the benefit of the Participating Banks of sums equal to all drafts paid by the 1999 Funding Bank under any 1999 LOC.

Q. On December 22, 2003, the Company terminated and replaced the previously existing Letter of Credit and Reimbursement Agreement among the Company, Union Bank of California, N.A., as administrating bank, and the participating banks named therein dated as of March 3, 2003 (the "2003 Reimbursement Agreement"), with the Reimbursement Agreement, dated as December 22, 2003 (the "December 2003 Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "2003 Funding Bank"), and the banks named therein (the "2003 Participating Banks"), to provide for the cancellation of the letters of credit issued in connection with the 2003 Reimbursement Agreement and the issuance of new irrevocable transferable letters of credit (the "New LOCs") by the 2003 Funding Bank to further secure the Owner Participants. The December 2003 Reimbursement Agreement further provides, among other things, (i) for the issuance by the 2003 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such New LOCs to be substantially in the form of Exhibit A to the December 2003 Reimbursement Agreement with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for the reimbursement to the 2003 Funding Bank by the 2003 Participating Banks for all drafts paid by the 2003 Funding Bank under any New LOC; and (iii) for the reimbursement by the Company to the 2003 Funding Bank for the benefit of the 2003 Participating Banks of sums equal to all drafts paid by the 2003 Funding Bank under any New LOC. In connection with the execution and delivery of the December 2003 Reimbursement Agreement, the Company, the System Operating Companies and Union Bank of California, N.A., as administrating bank, entered into the Thirty-fifth Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of December 22, 2003 ("Thirty-fifth Assignment of Availability Agreement"). The Company thereby assigned to Union Bank of California, N.A., as administrating bank under the December 2003 Reimbursement Agreement, as collateral security for the Company's obligations under the December 2003 Reimbursement Agreement certain of the Company's rights under the Availability Agreement.

R. Douglas J. MacInnes resigned as the Individual Trustee and the Company accepted such resignation. Unless and until there shall be appointed a new trustee or successor to the Individual Trustee under the Indenture, all of the right, title and powers of the Trustees under the Indenture, the Availability Agreement or this Assignment, shall devolve upon the Corporate Trustee and its successors alone. The Corporate Trustee shall not be required to appoint a successor to the Individual Trustee under the Indenture unless and until the Corporate Trustee or the Company determines that it is necessary to do so. All references in the Indenture, the Availability Agreement and this Assignment to "Trustees" shall be construed to be references solely to the Corporate Trustee unless and until such time as a successor to the Individual Trustee shall be appointed under the Indenture.

S. The Company seeks to refinance that part of the capital costs related to the Project heretofore financed and, to that end, (i) the Company has entered into an Underwriting Agreement, dated [ ], 20[ ] (the "Underwriting Agreement"), with [ ] and [ ], providing, among other things, for the issue and sale by the Company of $[ ] aggregate principal amount of First Mortgage Bonds, [ ]% Series due 20[ ] (the "[ ] Series Bonds"), to be issued under and secured pursuant to the Indenture as heretofore supplemented and as further supplemented by a [ ] Supplemental Indenture dated as of [ ], 20[ ] (the "[ ] Supplemental Indenture").

T. The Company, by this instrument, wishes to (i) provide for the assignment by the Company to the Trustees of certain of the Company's rights under the Availability Agreement, and (ii) create enforceable rights hereunder in the Trustees, all as hereunder set forth.

U. The System Operating Companies are willing to, and by this instrument do, supplement their undertakings under the Availability Agreement in the same manner as in the Assignments of Availability Agreement.

V. All things necessary to make this Assignment the valid, legally binding and enforceable obligation of each of the parties hereto have been done and performed and the execution and performance hereof in all respects have been authorized and approved by all corporate and shareholder action necessary on the part of each thereof.

NOW, THEREFORE, in consideration of the terms and agreements hereinafter set forth, the parties agree with each other as follows:

ARTICLE I.

Security Assignment and Agreement

1.1 Assignment and Creation of Security Interest . As security for (i) the due and punctual payment of the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the [ ] Series Bonds (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise), (ii) the due and punctual payment of all fees and costs, expenses and other amounts which may become payable by the Company under the Indenture which are a charge on the trust estate thereunder which is superior to the charge thereon for the benefit of the [ ] Series Bonds, together in each case, with all costs of collection thereof (all such amounts referred to in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as "Obligations Secured Hereby"), the Company hereby assigns to the Trustees, and creates a security interest in favor of the Trustees, in all of the Company's rights to receive all moneys paid or to be paid to the Company pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof, but only to the extent that such payments or advances are attributable to payments or advances with respect to Unit No. 1 or Unit No. 2, and all other claims, rights (but not obligations or duties), powers, privileges, interests and remedies of the Company, whether arising under the Availability Agreement or this Assignment or by statute or in law or in equity or otherwise, resulting from any failure by any System Operating Company to perform its obligations under the Availability Agreement or this Assignment, but only to the extent that such claims, rights, powers, privileges, interests and remedies relate to Unit No. 1 and Unit No. 2, all to the extent, but only to the extent, required for the payment when due and payable of Obligations Secured Hereby, together in each case with full power and authority, in the name of the Trustees (or either of the Trustees), or the Company as assignor, or otherwise, to demand payment of, enforce, collect, receive and receipt for any and all of the foregoing (the rights, claims, powers, privileges, interests and remedies referred to above being hereinafter sometimes called the "Collateral").

1.2 Other Agreements .

(a) The Company has not and will not assign the rights assigned in Section 1.1 as security for any indebtedness other than the Obligations Secured Hereby, except as recited and provided in paragraph (b) of this Section 1.2.

(b) The Company has secured its Indebtedness for Borrowed Money (as defined below) represented by (i) loans made by certain banks referred to in Whereas Clause B hereof by the First, Fourth, Fifth and Eighth Assignments of Availability Agreement, respectively, (ii) the First Series Bonds, the Second Series Bonds, the Third Series Bonds, the Fourth Series Bonds, the Seventh Series Bonds, the Eighth Series Bonds, the Ninth Series Bonds, the Tenth Series Bonds, the Eleventh Series Bonds, the Twelfth Series Bonds, the Thirteenth Series Bonds, the Fourteenth Series Bonds, the Fifteenth Series Bonds, the Sixteenth Series Bonds, the Seventeenth Series Bonds, the Eighteenth Series Bonds, the Nineteenth Series Bonds, the Twentieth Series Bonds and the Twenty-first Series Bonds, as referred to in Whereas Clause C hereof by the Second, Third, Eleventh, Thirteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth, Thirty-first, Thirty-fourth and Thirty-sixth Assignments of Availability Agreement, respectively, (iii) loans made by certain banks as referred to in Whereas Clause F hereof by the Sixth and Seventh Assignments of Availability Agreement, respectively, (iv) the obligations under the Series A Reimbursement Agreement referred to in Whereas Clause G hereof by the Ninth Assignment of Availability Agreement, (v) the obligations under the Series B Reimbursement Agreement as referred to in Whereas Clause H hereof by the Tenth Assignment of Availability Agreement, (vi) the obligations under the Series C Reimbursement Agreement as referred to in Whereas Clause I hereof by the Twelfth Assignment of Availability Agreement, (vii) the Fifth Series Bonds as referred to in Whereas Clause J hereof by the Fourteenth Assignment of Availability Agreement, (viii) the Sixth Series Bonds as referred to in Whereas Clause K hereof by the Fifteenth Assignment of Availability Agreement, (ix) the obligations under the Original Reimbursement Agreement as referred to in Whereas Clause L hereof by the Twenty-second Assignment of Availability Agreement, (x) the obligations under the First Amended Reimbursement Agreement as referred to in Whereas Clause M hereof by the Twenty-third Assignment of Availability Agreement, (xi) the obligations under the Second Amended Reimbursement Agreement, as referred to in Whereas Clause N hereof by the Twenty-eighth Assignment of Availability Agreement, (xii) the obligations under the 1996 Restated Reimbursement Agreement, as referred to in Whereas Clause O hereof by the Thirty-second Assignment of Availability Agreement, (xiii) the obligations under the 1999 Restated Reimbursement Agreement, as referred to in Whereas Clause P hereof by the Thirty-third Assignment of Availability Agreement, and (xiv) the obligations under the December 2003 Reimbursement Agreement, as referred to in Whereas Clause Q hereof by the Thirty-fifth Assignment of Availability Agreement, and shall be entitled to secure the interest and premium, if any, on, and the principal of, other Indebtedness for Borrowed Money of the Company issued by the Company to any person (except Entergy or any affiliate of Entergy) to finance the cost of the Project (including, without limitation, Indebtedness outstanding under the Indenture) or to refund (including any successive refundings) any such Indebtedness (including such Indebtedness now outstanding) issued for such purpose, the incurrence of which Indebtedness is at the time permitted by the Indenture (herein, together with such Indebtedness now outstanding, called "Additional Indebtedness"), by entering into an assignment of availability agreement, consent and agreement including, without limitation, the First through Thirty-sixth Assignments of Availability Agreement (each being hereinafter called an "Additional Assignment") with the holders of such Additional Indebtedness or representatives of or trustees for such holders, or both, as the case may be (herein called an "Additional Assignee"). Each Additional Assignment hereafter entered into shall be substantially in the form of this Assignment, except that there shall be substituted in such Additional Assignment appropriate references to the Additional Indebtedness secured thereby, the applicable Additional Assignee and the agreement or instrument under which such Additional Indebtedness is issued in lieu of the references herein to the [ ] Series Bonds, the Trustees and the Indenture, respectively, and such Additional Assignment may contain such other provisions as are not inconsistent with this Assignment and do not adversely affect the rights hereunder of the holders of the [ ] Series Bonds or the Trustees (or either of the Trustees).

(c) Notwithstanding any provision of this Assignment to the contrary, or any priority in time of creation, attachment or perfection of a security interest, pledge or lien by the Trustees, or any provision of or filing or recording under the Uniform Commercial Code or any other applicable law of any jurisdiction, the Trustees agree that the claims of the Trustees hereunder with respect to the Trustees and any security interest, pledge or lien in favor of the Trustees now or hereafter existing in and to the Collateral shall rank pari passu with the claims of each Additional Assignee under the corresponding provisions of the Additional Assignment to which it is a party with respect to the Availability Agreement and any security interest, pledge or lien in favor of such Additional Assignee under such Additional Assignment now or hereafter existing in and to the Collateral, irrespective of the time or times at which prior, concurrent or subsequent Additional Assignments are entered into in accordance with Section 1.2(b) hereof.

1.3 Payments to the Corporate Trustee . The Company agrees that, if and whenever it shall make a demand to a System Operating Company for any payment pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof with respect to Unit No. 1 or Unit No. 2, it will separately identify the respective portions of such payment or advance, if any, required for (i) the payment of Obligations Secured Hereby and (ii) the payment of any other amounts then due and payable in respect of Additional Indebtedness and instruct such System Operating Company (subject to the provisions of Section 1.4 hereof) to pay or cause to be paid the amount so identified as required for the payment of Obligations Secured Hereby directly to the Corporate Trustee. Any payments made by any System Operating Company pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof with respect to Unit No. 1 or Unit No. 2 shall, to the extent necessary to satisfy in full the assignment set forth in Section 1.1 of this Assignment and the corresponding assignments set forth in the Additional Assignments, be made pro rata in proportion to the respective amounts secured by, and then due and owing under, such assignments.

1.4 Payments to the Company . Notwithstanding the provisions of Sections 1.1 and 1.3, unless and until the Corporate Trustee shall have given written notice to the System Operating Companies of the occurrence and continuance of any Default (as defined in the Indenture), all moneys paid or to be paid to the Company pursuant to Section 4 of the Availability Agreement or advanced pursuant to Section 2.2(b) hereof with respect to Unit No. 1 and Unit No. 2 shall be paid or advanced directly to the Company and the Company need not separately identify the respective portions of payments or advances as provided in Section 1.3 hereof, provided that notice as to the amount of any such payments or advances shall be given by the Company to the Corporate Trustee simultaneously with the demand by the Company for any such payments or advances. If the Corporate Trustee shall have duly notified the System Operating Companies of the occurrence of any such Default, such payments or advances shall be made in the manner and in the amounts specified in Section 1.3 hereof until the Corporate Trustee shall by further notice to the System Operating Companies give permission that all such payments or advances may be made again to the Company, such permission being subject to revocation by a subsequent notice pursuant to the first sentence of this Section 1.4. The Corporate Trustee shall give such permission if no such Default continues to exist.

1.5 Definitions . For the purposes of this Assignment, the following terms shall have the following meanings:

(a) the term "Indebtedness for Borrowed Money" shall mean the principal amount of all indebtedness for borrowed money, secured or unsecured, of the Company then outstanding and shall include, without limitation, the principal amount of all bonds issued by a governmental or industrial development agency or authority in connection with an industrial development revenue bond financing of pollution control facilities constituting part of the Project; and

(b) the term "Subordinated Indebtedness of the Company" shall mean indebtedness marked on the books of the Company as subordinated and junior in right of payment to the Obligations Secured Hereby (as defined in Section 1.1 hereof) to the extent and in the manner set forth below:

(i) if there shall occur a Default (as defined in the Indenture), then so long as such Default shall be continuing and shall not have been cured or waived, or unless and until all the Obligations Secured Hereby shall have been paid in full in money or money's worth at the time of receipt, no payment of principal, premium, if any, or interest shall be made upon Subordinated Indebtedness of the Company; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings, or any receivership proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then the Obligations Secured Hereby shall first be paid in full in money or money's worth at the time of receipt, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon Subordinated Indebtedness of the Company.

ARTICLE II.

Consent to Assignment by the System Operating
Companies and Other Agreements

2.1 Consent to Assignment by the System Operating Companies .

(a) Each System Operating Company hereby consents to the assignment under Article I and agrees with the Corporate Trustee to make payments or advances to the Corporate Trustee in the amounts and in the manner specified in Section 1.3 at the Corporate Trustee's address as set forth in Section 6.1 hereof.

(b) Subject to the provisions of Section 4 of the Availability Agreement and Section 2.2(g) hereof, each System Operating Company agrees that all payments or advances made to the Corporate Trustee or to the Company as contemplated by Sections 1.3 and 1.4 hereof shall be final as between such System Operating Company and the Corporate Trustee or the Company, as the case may be, and that it will not seek to recover from the Corporate Trustee for any reason whatsoever any moneys paid or advanced to the Corporate Trustee by virtue of this Assignment, but the finality of any such payment or advance shall not prevent the recovery of any overpayments or mistaken payments or excess advances or mistaken advances which may be made by such System Operating Company unless a Default (as defined in the Indenture) has occurred and is continuing, in which case any such overpayment or mistaken payment or excess advances or mistaken advances shall not be recoverable but shall constitute Subordinated Indebtedness of the Company to such System Operating Company.

2.2 Other Agreements . Anything in the Availability Agreement to the contrary notwithstanding, it is hereby agreed as follows:

(a) Regardless of whether any person or persons (other than the System Operating Companies) shall become a Party or Parties (as such terms are defined in the Availability Agreement) to the Availability Agreement, the System Operating Companies shall at all times be obligated to make the payments required pursuant to Section 4 of the Availability Agreement and to make advances pursuant to Section 2.2(b) hereof with respect to Unit No. 1 and Unit No. 2 to the same extent as if the System Operating Companies were the only Parties to the Availability Agreement, except to the extent and only to the extent that such payments or advances are actually made by such person or persons. In the event that any such person shall become a Party to the Availability Agreement, the Company and the System Operating Companies shall cause such person, at the time when such person becomes a Party to the Availability Agreement, to consent by written instrument to the terms and provisions of this Assignment, and thereupon such person shall be bound by all of the terms and provisions of this Assignment (other than the provisions of the preceding sentence) to the same extent as if named a System Operating Company herein. A copy of such written instrument, in form and substance satisfactory to the Corporate Trustee, shall promptly be delivered to the Corporate Trustee together with an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding obligation of such person.

(b) In the event and to the extent that any action by any governmental regulatory authority, including, without limitation, the Federal Energy Regulatory Commission or any successor thereto, shall have the effect of prohibiting the System Operating Companies from making any payments which would otherwise be required pursuant to Section 4 of the Availability Agreement (as supplemented hereby) with respect to Unit No. 1 and Unit No. 2, the System Operating Companies shall make advances to the Company at the same time, and in the same amounts as such prohibited payments and all such advances shall constitute Subordinated Indebtedness of the Company.

(c) Each System Operating Company agrees that (i) all Indebtedness for Borrowed Money of the Company to such System Operating Company and all amounts paid by such System Operating Company pursuant to Section 4 of the Availability Agreement or advanced pursuant to Section 2.2(b) hereof shall constitute Subordinated Indebtedness of the Company and (ii) no such Subordinated Indebtedness of the Company shall be transferred or assigned (including by way of security) to any person (other than to a successor of such System Operating Company by way of merger, consolidation or the acquisition by such person of all or substantially all of such System Operating Company's assets). The Company agrees that it shall duly record all Subordinated Indebtedness of the Company as such on its books.

(d) No authorization by any governmental regulatory authority being required other than, with respect to the payments pursuant to the provisions of Section 4 of the Availability Agreement, appropriate orders, or the taking of other action, by the Federal Energy Regulatory Commission or any successor thereto as to specific terms and provisions under which power and energy associated therewith available at the Project shall be made available by the Company to the System Operating Companies and pursuant to which the System Operating Companies shall agree to pay the Company for the right to receive such power and the energy associated therewith, each System Operating Company agrees that its duty to make the payments to the Company pursuant to the provisions of Section 4 of the Availability Agreement and the advances pursuant to Section 2.2(b) hereof with respect to Unit No. 1 and Unit No. 2 shall be absolute and unconditional, (a) whether or not such System Operating Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit such System Operating Company to perform its other duties and obligations hereunder, under the Availability Agreement or under the System Agreement (as defined in the Availability Agreement), (b) whether or not the Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit the Company to perform its duties and obligations hereunder, under the Availability Agreement or under the System Agreement, (c) whether or not any authorizations referred to in the foregoing clauses (a) and (b) continue, at the time, in effect, (d) whether or not, at any time in question, the Company shall have performed its duties and obligations hereunder, under the Availability Agreement or under the System Agreement, (e) whether or not the System Agreement shall, from time to time, be amended, modified or supplemented or shall be canceled or terminated or such System Operating Company shall have withdrawn therefrom, (f) whether or not the Project shall be maintained in commercial operation, energy from the Project is being produced or delivered or is available (including, without limitation, delivery or availability to such System Operating Company), an abandonment of the Project shall have occurred or the Project shall be in whole or in part destroyed or taken, for any reason whatsoever, (g) whether or not the Company shall be solvent, (h) whether or not the Company or such System Operating Company shall continue to be subsidiary companies of Entergy, (i) regardless of any event of force majeure, and (j) regardless of any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing.

(e) In the event that Entergy shall cease to own a majority of the common stock of any System Operating Company, the obligations of such System Operating Company hereunder and under the Availability Agreement shall not be increased by an amendment to or modification of the terms and provisions of the Indenture, the [ ] Supplemental Indenture or the [ ] Series Bonds unless such System Operating Company shall have consented in writing to such amendment or modification.

(f) The obligations of each System Operating Company under Section 4 of the Availability Agreement and Section 2.2(b) hereof to make the payments or advances specified therein or herein with respect to Unit No. 1 and Unit No. 2 to the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to such System Operating Company or any claim by such System Operating Company against the Company, whether or not arising hereunder, under the Availability Agreement or under the System Agreement and whether or not arising out of any action or nonaction on the part of the Company or the Trustees (or either of them), including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from willful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of paragraph (c) of this Section 2.2, affect in any other way any rights and remedies of such System Operating Company with respect to any amounts owed to such System Operating Company by the Company or any such claim by such System Operating Company against the Company. The obligations and liabilities of each System Operating Company hereunder or under the Availability Agreement shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or such System Operating Company, whether or not the Company or such System Operating Company shall have had any notice or knowledge of any of the foregoing. Neither failure nor delay by the Company or the Trustees (or either of them), or any holder, or representative of any holder of the [ ] Series Bonds to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Each System Operating Company also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against such System Operating Company for specific performance of this Assignment or the Availability Agreement by the Company, by the Trustees (or either of them), by the holders of the [ ] Series Bonds or for their benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.2(f) to the contrary notwithstanding, no System Operating Company shall be precluded from asserting as a defense against any claim made against such System Operating Company upon any of its obligations hereunder and under the Availability Agreement that it has fully performed such obligations in accordance with the terms of this Assignment and the Availability Agreement.

(g) Each System Operating Company shall, subject to the provisions of Section 2.2(c) hereof, be proportionately subrogated to all rights of the Trustees and the holders of the [ ] Series Bonds against the Company in respect of any amounts paid or advanced by such System Operating Company pursuant to the provisions of this Assignment and the Availability Agreement and applied to the payment of the Obligations Secured Hereby. The Trustees agree that they will not deal with the Company, or any security for the [ ] Series Bonds in such a manner as to prejudice such rights of any System Operating Company.

ARTICLE III.

Term

This Assignment shall remain in full force and effect until, and shall terminate and be of no further force and effect after, all Obligations Secured Hereby shall have been paid in full in money or money's worth at the time of receipt; provided that this Assignment shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Secured Hereby is rescinded or must otherwise be returned by the Trustees upon the insolvency, bankruptcy or reorganization of the Company, any System Operating Company or otherwise, all as though such payment had not been made. It is agreed that all the covenants and undertakings on the part of the System Operating Companies and the Company set forth in this Assignment are exclusively for the benefit of, and may be enforced only by, the Trustees (or either of them), by the holders of the [ ] Series Bonds as provided in the Indenture, or for their benefit by a receiver or trustee for the Company or in respect of all or a substantial part of its assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject.

ARTICLE IV.

Assignment

Neither this Assignment nor the Availability Agreement nor any interest herein or therein may be assigned, transferred or encumbered by any of the parties hereto or thereto, except transfer or assignment by the Trustees (or either of them) to their respective successors in accordance with Article XVII of the Indenture, except as otherwise provided in Article I hereof and except that

(i) in the event that any System Operating Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by such System Operating Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Company and the Corporate Trustee a written assumption, in form and substance satisfactory to the Corporate Trustee, of such System Operating Company's obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by the Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Corporate Trustee a written assumption, in form and substance satisfactory to the Corporate Trustee, of the Company's obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person.

ARTICLE V.

Amendments

5.1 Restrictions on Amendments . Neither this Assignment nor the Availability Agreement may be amended, waived, modified, discharged or otherwise changed orally. This Assignment and the Availability Agreement may be amended, waived, modified, discharged or otherwise changed only by a written instrument which has been signed by all the parties hereto, in the case of this Assignment, or by the persons specified in Section 11 of the Availability Agreement, in the case of the Availability Agreement, and which has been approved by the holders of more than 50% in principal amount of the [ ] Series Bonds Outstanding (as defined in the Indenture) at the time of such consent or which does not materially adversely affect the rights of the Trustees or the holders of the [ ] Series Bonds or which is necessary in order to qualify the Indenture under the Trust Indenture Act of 1939, as contemplated by Section 20.04 of the Mortgage, provided, however, that (i) without the written consent of the holder of all the [ ] Series Bonds affected thereby, no amendment, waiver, modification, discharge or other change in or to this Assignment or the Availability Agreement shall be made which shall change the terms of this Section 5.1 and (ii) no such amendment, waiver, modification, discharge or other change shall be made which shall modify, without the written consent of each of the Trustees, the rights, duties or immunities or the Trustees or either of them.

5.2 The Trustees' Execution . The Trustees shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing this Assignment, or any consent to the execution of any instrument amending, waiving, modifying, discharging or otherwise changing the Availability Agreement (a) as to which the Corporate Trustee shall have received an opinion of counsel to the effect that such instrument has been duly authorized by each person executing the same and is permitted by the provisions of Section 5.1 hereof and that this Assignment, or the Availability Agreement, as the case may be, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and each of the System Operating Companies, and (b) which shall have been executed by the Company and each of the System Operating Companies. The Trustees (and each of the Trustees), shall be fully protected in relying upon the aforesaid opinion.

ARTICLE VI.

Notices

6.1 Notices, etc., in Writing . All notices, consents, requests and other documents authorized or permitted to be given pursuant to this Assignment shall be given in writing and either personally served on the party to whom (or an officer of a corporate party) it is given or mailed by registered or certified first-class mail, postage prepaid, or sent by telex or telegram, addressed as follows:

If to System Energy Resources, Inc., to:

Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Attention: Treasurer

If to Entergy Arkansas, Inc., to:

425 West Capitol Avenue
Little Rock, Arkansas 72201
Attention: President

If to Entergy Louisiana, LLC, to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy Mississippi, Inc., to:

308 East Pearl Street
Jackson, Mississippi 39201
Attention: President

If to Entergy New Orleans, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to the Corporate Trustee, to:

The Bank of New York Mellon Trust Company, N.A.
10161 Centurion Parkway, 2 ^nd Floor
Jacksonville, Florida 32256
Attention: Geraldine Creswell, Assistant Treasurer

with copies to each other party.

6.2 Delivery, etc . Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 6.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.

ARTICLE VII.

Enforcement

7.1 Indenture Terms and Conditions . The Trustees (and each of them) enter into and accept this Assignment upon the terms and conditions set forth in Article XVII of the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustees (and each of them) in respect of this Assignment and the trusts hereunder and in respect of any action taken, suffered or omitted to be taken by the Trustees (or either of them) hereunder. Nothing in this Assignment shall affect any right or remedy of the Company or any System Operating Company against the Trustees (or either of them) (other than those specifically waived herein), for breach or violation of any of the obligations or duties of the Trustees assumed or undertaken in this Assignment. Without limiting the generality of the foregoing, the Trustees (and each of them) assume no responsibility as to the validity or enforceability hereof or for the correctness of the recitals of fact contained herein or in the Availability Agreement, which shall be taken as the statements, representations and warranties of the Company and the System Operating Companies.

7.2 Enforcement Action . At any time when a Default under the Indenture has occurred and is continuing, they, it or he may proceed, either in their, its or his own name and as trustees or trustee of an express trust or otherwise, to protect and enforce the rights of the Trustees, or either of them, and those of the Company under this Assignment and the Availability Agreement by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained herein or in the Availability Agreement or otherwise, and whether or not the Company shall have complied with any of the provisions hereof or thereof or proceeded to take any action authorized or permitted under applicable law. Each and every remedy of the Trustees, and each of them shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or under the Indenture or now or hereafter existing at law or in equity or by statute.

7.3 Attorney-in-Fact . The Company hereby constitutes the Trustees (and each of them), with authority to act without the other, its true and lawful attorney, irrevocably, with full power (in such attorney's name or otherwise), at any time when a Default (as defined in the Indenture) has occurred and is continuing, to enforce any of the obligations contained herein or in the Availability Agreement or to take any action or institute any proceedings which to the Trustees (or either of them) may seem necessary or advisable in the premises.

ARTICLE VIII.

Severability

If any provision or provisions of this Assignment shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

ARTICLE IX.

Governing Law

This Assignment and, so long as this Assignment shall be in effect, the Availability Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE X.

Succession

Subject to Article IV hereof, this Assignment and the Availability Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment hereof, or of the Availability Agreement, or of any right to any funds due or to become due under this Assignment or the Availability Agreement shall in any event relieve the Company or any System Operating Company of their respective obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this [ ] Assignment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, LLC
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
SYSTEM ENERGY RESOURCES, INC.

By:
Name: [ ]
Title: [ ]

THE BANK OF NEW YORK MELLON,
as Corporate Trustee

By:
Name:
Title:

Exhibit 4.19

[____] SUPPLEMENTARY CAPITAL FUNDS AGREEMENT

AND ASSIGNMENT

This [____] Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as "this Agreement") dated as of [____], 20[__], is made by and among Entergy Corporation ("Entergy"), System Energy Resources, Inc. (the "Company"), The Bank of New York Mellon (formerly The Bank of New York, successor to United States Trust Company of New York), as trustee (hereinafter called the "Corporate Trustee").

WHEREAS:

A. Entergy and the Company are parties to a Capital Funds Agreement dated as of June 21, 1974, as amended by a First Amendment thereto dated June 1, 1989 (the "Capital Funds Agreement").

B. Entergy owns all of the outstanding common stock of the Company, and the Company has a 90% undivided ownership and leasehold interest in Unit No. 1 of the Grand Gulf Steam Electric Generating Station (nuclear) project (the "Project") (more fully described in the "Indenture" hereinafter referred to).

C. Prior hereto, (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "Domestic Agent"), and said banks entered into an Amended and Restated Bank Loan Agreement dated as of June 30, 1977 (the "Amended and Restated Agreement"), the First Amendment thereto, dated as of March 20, 1980 (the "First Bank Loan Amendment"), the Second Amended and Restated Bank Loan Agreement dated as of June 15, 1981, as amended by the First Amendment dated as of February 5, 1982 (as so amended, the "Second Amended and Restated Bank Loan Agreement"), and the Second Amendment of the Second Amended and Restated Bank Loan Agreement, dated as of June 30, 1983 as further amended by the Third Amendment thereto dated as of December 30, 1983 and the Fourth Amendment thereto dated as of June 28, 1984 (as so further amended, the "Second Bank Loan Second Amendment"); (ii) the banks party to the Amended and Restated Agreement made loans to the Company in the aggregate principal amount of $565,000,000 and pursuant to the First Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of June 30, 1977 among Entergy, the Company and the Domestic Agent (the "First Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Domestic Agent and such banks; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans made by the banks party thereto to $808,000,000 and pursuant to the Fourth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of March 20, 1980 (the "Fourth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Amended and Restated Agreement as amended by the First Bank Loan Amendment; (iv) the Second Amended and Restated Bank Loan Agreement provided, among other things, for (a) the making of revolving credit loans by the banks named therein to the Company from time to time in an aggregate amount not in excess of $1,311,000,000 at any one time outstanding, and (b) the making of a term loan by said banks to the Company in an aggregate amount not to exceed $1,311,000,000, and, pursuant to the Fifth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 15, 1981 (the "Fifth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement; and (v) the Second Bank Loan Second Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $1,711,000,000 and pursuant to the Eighth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of June 30, 1983 (the "Eighth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

D. Prior hereto, (i) Entergy, the Company, the Corporate Trustee and Malcolm J. Hood (Gerard F. Ganey and Douglas J. MacInnes, successors), as Individual Trustee, now resigned (together with the Corporate Trustee referred to herein as the "Trustees"), as trustees for the holders of $400,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First Series Bonds") issued under a Mortgage and Deed of Trust dated as of June 15, 1977, among the Company and the Trustees (the "Mortgage"), as supplemented by a First Supplemental Indenture dated as of June 15, 1977, among the Company and the Trustees (the Mortgage, as so supplemented and as supplemented by a Second Supplemental Indenture dated as of January 1, 1980, a Third Supplemental Indenture dated as of June 15, 1981, a Fourth Supplemental Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture dated as of December 1, 1984, a Sixth Supplemental Indenture dated as of May 1, 1985, a Seventh Supplemental Indenture dated as of June 15, 1985, an Eighth Supplemental Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a Tenth Supplemental Indenture dated as of September 1, 1986, an Eleventh Supplemental Indenture dated as of September 1, 1986, a Twelfth Supplemental Indenture dated as of September 1, 1986, a Thirteenth Supplemental Indenture dated as of November 15, 1987, a Fourteenth Supplemental Indenture dated as of December 1, 1987, a Fifteenth Supplemental Indenture dated as of July 1, 1992, a Sixteenth Supplemental Indenture dated as of October 1, 1992, a Seventeenth Supplemental Indenture dated as of October 1, 1992, an Eighteenth Supplemental Indenture dated as of April 1, 1993, a Nineteenth Supplemental Indenture dated as of April 1, 1994, a Twentieth Supplemental Indenture dated as of August 1, 1996, a Twenty-first Supplemental Indenture dated as of August 1, 1996, a Twenty-second Supplemental Indenture dated as of September 1, 2002 and a Twenty-third Supplemental Indenture dated as of September 1, 2007, and as the same may from time to time hereafter be amended and supplemented in accordance with its terms, being hereinafter called the "Indenture"), entered into the Second Supplementary Capital Funds Agreement and Assignment dated as of June 30, 1977 (the "Second Supplementary Capital Funds Agreement") (substantially in the form of this Agreement) to secure the First Series Bonds; (ii) Entergy, the Company and the Trustees, as trustees for the holders of $98,500,000 aggregate principal amount of the Company's First Mortgage Bonds, 12.50% Series due 2000 (the "Second Series Bonds") issued under the Mortgage, as supplemented by a Second Supplemental Indenture dated as of January 1, 1980 among the Company and the Trustees, entered into the Third Supplementary Capital Funds Agreement and Assignment dated as of January 1, 1980 (the "Third Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Second Series Bonds; (iii) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 16% Series due 2000 (the "Third Series Bonds") issued under the Mortgage, as supplemented by a Fifth Supplemental Indenture dated as of December 1, 1984 among the Company and the Trustees, entered into the Eleventh Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1984 (the "Eleventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Third Series Bonds; (iv) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 15.375% Series due 2000 (the "Fourth Series Bonds") issued under the Mortgage, as supplemented by a Sixth Supplemental Indenture, dated as of May 1, 1985 among the Company and the Trustees, entered into the Thirteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1985 (the "Thirteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fourth Series Bonds; (v) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11% Series due 2000 (the "Seventh Series Bonds") issued under the Mortgage, as supplemented by a Ninth Supplemental Indenture, dated as of May 1, 1986 among the Company and the Trustees, entered into the Sixteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Sixteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventh Series Bonds; (vi) Entergy, the Company, and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9 7/8% Series due 1991 (the "Eighth Series Bonds") issued under the Mortgage, as supplemented by a Tenth Supplemental Indenture, dated as of September 1, 1986 among the Company and the Trustees, entered into the Seventeenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Seventeenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighth Series Bonds; (vii) Entergy, the Company and the Trustees, as trustees for the holders of $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 10 1/2% Series due 1996 (the "Ninth Series Bonds") issued under the Mortgage, as supplemented by an Eleventh Supplemental Indenture, dated as of September 1, 1986 among the Company and the Trustees, entered into the Eighteenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Eighteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Ninth Series Bonds; (viii) Entergy, the Company and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the "Tenth Series Bonds") issued under the Mortgage, as supplemented by a Twelfth Supplemental Indenture, dated as of September 1, 1986 among the Company and the Trustees, entered into the Nineteenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Nineteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Tenth Series Bonds; (ix) Entergy, the Company and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14% Series due 1994 (the "Eleventh Series Bonds") issued under the Mortgage, as supplemented by a Thirteenth Supplemental Indenture dated as of November 15, 1987 among the Company and the Trustees, entered into the Twentieth Supplementary Capital Funds Agreement and Assignment dated as of November 15, 1987 (the "Twentieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eleventh Series Bonds; (x) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture dated as of December 1, 1987 among the Company and the Trustees, entered into the Twenty-first Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1987 (the "Twenty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Twelfth Series Bonds; (xi) Entergy, the Company and the Trustees, as trustees for the holders of $45,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "Thirteenth Series Bonds") issued under the Mortgage, as supplemented by a Fifteenth Supplemental Indenture dated as of July 1, 1992 among the Company and the Trustees, entered into the Twenty-fourth Supplementary Capital Funds Agreement and Assignment dated as of July 1, 1992 (the "Twenty-fourth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Thirteenth Series Bonds; (xii) Entergy, the Company and the Trustees, as trustees for the holders of $105,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.12% Series due 1995 (the "Fourteenth Series Bonds") issued under the Mortgage, as supplemented by a Sixteenth Supplemental Indenture dated as of October 1, 1992 among the Company and the Trustees, entered into the Twenty-fifth Supplementary Capital Funds Agreement and Assignment dated as of October 1, 1992 (the "Twenty-fifth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fourteenth Series Bonds; (xiii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "Fifteenth Series Bonds") issued under the Mortgage, as supplemented by a Seventeenth Supplemental Indenture dated as of October 1, 1992 among the Company and the Trustees, entered into the Twenty-sixth Supplementary Capital Funds Agreement and Assignment dated as of October 1, 1992 (the "Twenty-sixth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifteenth Series Bonds; (xiv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6% Series due 1998 (the "Sixteenth Series Bonds") issued under the Mortgage, as supplemented by an Eighteenth Supplemental Indenture dated as of April 1, 1993 among the Company and the Trustees, entered into the Twenty-seventh Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1993 (the "Twenty-seventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixteenth Series Bonds; (xv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7-5/8% Series due 1999 (the "Seventeenth Series Bonds") issued under the Mortgage, as supplemented by a Nineteenth Supplemental Indenture dated as of April 1, 1994 among the Company and the Trustees, entered into the Twenty-ninth Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1994 (the "Twenty-ninth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventeenth Series Bonds; (xvi) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.28% Series due 1999 (the "Eighteenth Series Bonds") issued under the Mortgage, as supplemented by a Twentieth Supplemental Indenture dated as of August 1, 1996 among the Company and the Trustees, entered into the Thirtieth Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirtieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighteenth Series Bonds; (xvii) Entergy, the Company and the Trustees, as trustees for the holders of $135,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.71% Series due 2001 (the "Nineteenth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-first Supplemental Indenture dated as of August 1, 1996 among the Company and the Trustees, entered into the Thirty-first Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Nineteenth Series Bonds; (xviii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 4 7/8% Series due 2007 (the "Twentieth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-second Supplemental Indenture dated as of September 1, 2002 among the Company and the Trustees, entered into the Thirty-fourth Supplementary Capital Funds Agreement dated as of September 1, 2002 (the "Thirty-fourth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds; and (xix) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.20% Series due 2012 (the "Twenty-first Series Bonds") issued under the Mortgage, as supplemented by a Twenty-third Supplemental Indenture dated as of September 1, 2007 among the Company and the Trustees, entered into a Thirty-sixth Supplementary Capital Funds Agreement dated as of September 1, 2007 (the "Thirty-sixth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Twenty-first Series Bonds.

E. The Company, Credit Suisse First Boston Limited, as agent for certain banks (the "Eurodollar Agent") and said banks (including successors and assignees and such other banks as became party to the Loan Facility as defined below, the "Eurodollar Banks") were parties to the Loan Agreement (the "Original Eurodollar Loan Agreement") dated February 5, 1982 (as amended, the "Loan Facility"). Under the Original Eurodollar Loan Agreement the banks party thereto made loans to the Company in the aggregate principal amount of $315,000,000 and pursuant to the Sixth Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement) dated as of February 5, 1982 among Entergy, the Company and the Eurodollar Agent (the "Sixth Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Eurodollar Agent and the Eurodollar Banks. The Company, the Eurodollar Agent and the Eurodollar Banks were parties to the First Amendment dated as of February 18, 1983 to the Loan Facility which, among other things, increased the amount of the loans to be made by the Eurodollar Banks to $378,000,000 and pursuant to the Seventh Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of February 18, 1983 (the "Seventh Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Eurodollar Agent and the Eurodollar Banks.

F. The Company and Citibank, N.A. (the "Bank") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1983 (the "Series A Reimbursement Agreement") which provided, among other things, for the issuance by the Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series A (the "Series A Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1983 naming Deposit Guaranty National Bank as trustee. Pursuant to the Ninth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of December 1, 1983 (the "Ninth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Bank and Deposit Guaranty National Bank as trustee under the indenture relating to the Series A Bonds.

G. The Company and the Bank were parties to a letter of credit and reimbursement agreement dated as of June 1, 1984 (the "Series B Reimbursement Agreement") which provided, among other things, for the issuance by the Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series B (the "Series B Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Tenth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of June 1, 1984 (the "Tenth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Bank and Deposit Guaranty National Bank as trustee under the indenture relating to the Series B Bonds.

H. The Company, the Bank as a Co-Agent and as Coordinating Agent, and Manufacturers Hanover Trust Company, as a Co-Agent for a group of banks (the "Banks") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1984 (the "Series C Reimbursement Agreement") which provided, among other things, for the issuance by the Banks for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series C (the "Series C Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Twelfth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of December 1, 1984 (the "Twelfth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Banks and Deposit Guaranty National Bank as trustee under the indenture relating to the Series C Bonds.

I. Entergy, the Company, the Trustees and Deposit Guaranty National Bank, as holder of $47,208,334 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series A (the "Fifth Series Bonds") issued under the Mortgage, as supplemented by a Seventh Supplemental Indenture dated as of June 15, 1985 among the Company and the Trustees, entered into the Fourteenth Supplementary Capital Funds Agreement and Assignment dated as of June 15, 1985 (the "Fourteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifth Series Bonds. The Fifth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 12 1/2% Pollution Control Revenue Bonds due 2015 (Middle South Energy, Inc. Project) Series D (the "Series D Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 15, 1985 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fourteenth Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series D Bonds.

J. Entergy, the Company, the Trustees and Deposit Guaranty National Bank, as holder of $95,643,750 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series B (the "Sixth Series Bonds") issued under the Mortgage, as supplemented by an Eighth Supplemental Indenture dated as of May 1, 1986 among the Company and the Trustees, entered into the Fifteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Fifteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixth Series Bonds. The Sixth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 9 1/2% Pollution Control Revenue Bonds due 2016 (Middle South Energy, Inc. Project) Series E (the "Series E Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of May 1, 1986 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fifteenth Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series E Bonds.

K. The Company has entered into a sale and leaseback transaction with respect to a portion of its undivided interest in Unit No. 1 and to that end the Company has entered into, among other agreements, (i) Facility Leases Nos. 1 and 2, dated as of December 1, 1988, among Meridian Trust Company (U.S. Bank National Association, successor) and Stephen M. Carta (Mildred F. Smith, successor) (collectively, the "Owner Trustee") as Owner Trustee and the Company, each as supplemented by a separate Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and a separate Lease Supplement No. 2 thereto, each dated as of January 1, 1994, (ii) a Participation Agreement No. 1, dated as of December 1, 1988 among Public Service Resources Corporation ("PSRC") as Owner Participant, the Loan Participants listed therein, GG1A Funding Corporation (GG1C Funding Corporation, successor), as Funding Corporation, the Owner Trustee and the Company pursuant to which PSRC invested $400,000,000 in an undivided interest in Unit No. 1 (which interest was subsequently acquired by Resources Capital Management Corporation from PSRC and subsequently acquired by RCMC I, Inc. (formerly known as RCMC Del., Inc.) from Resources Capital Management Corporation), and a Participation Agreement No. 2, dated as of December 1, 1988 among Lease Management Realty Corporation IV ("LMRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation (GG1C Funding Corporation, successor), as Funding Corporation, the Owner Trustee and the Company pursuant to which LMRC invested $100,000,000 in an undivided interest in Unit No. 1 (which interest was subsequently acquired by Textron Financial Corporation from LMRC) (the owner participants under all such participation agreements being referred to as the "Owner Participants") and (iii) the Original Reimbursement Agreement which provided, among other things, (x) for the issuance by the funding bank named therein (the "1988 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1988 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants substantially in the form of Exhibit A to the Original Reimbursement Agreement with maximum amounts of $104,000,000, and $26,000,000, respectively; (y) for the reimbursement to such 1988 Funding Bank by the participating banks named therein ("1988 Participating Banks") for all drafts paid by such 1988 Funding Bank under any 1988 LOC; and (z) for the reimbursement by the Company to such 1988 Funding Bank for the benefit of the 1988 Participating Banks of sums equal to all drafts paid by such 1988 Funding Bank under any 1988 LOCs. Pursuant to the Twenty-second Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 1, 1988 (the "Twenty-second Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the benefit of Chemical Bank (the "Administrating Bank"), such 1988 Funding Bank and the 1988 Participating Banks.

L. Entergy, the Company and the Administrating Bank entered into the Twenty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement) dated as of January 11, 1991 ("Twenty-third Supplementary Capital Funds Agreement") in connection with the execution and delivery of the First Amendment to Reimbursement Agreement, dated as of January 11, 1991 ("First Amendment to Reimbursement Agreement") (the Reimbursement Agreement, as amended by the First Amendment to Reimbursement Agreement, is herein called the "First Amended Reimbursement Agreement") that provided, among other things, (i) for the issuance by The Bank of Tokyo, Ltd., Los Angeles Agency (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such 1991 LOCs to be substantially in the form of Exhibit A to the First Amended Reimbursement Agreement with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the 1991 Funding Bank by the banks named in the First Amended Reimbursement Agreement (the "Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (iii) for the reimbursement by the Company to the 1991 Funding Bank for the benefit of the Participating Banks of sums equal to all drafts paid by the 1991 Funding Bank under any 1991 LOC.

M. Entergy, the Company and the Administrating Bank entered into the Twenty-eighth Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 17, 1993 ("Twenty-eighth Supplementary Capital Funds Agreement") in connection with the execution and delivery of the Second Amendment to Reimbursement Agreement, dated as of December 17, 1993 ("Second Amendment to Reimbursement Agreement") (the First Amended Reimbursement Agreement, as amended by the Second Amendment to Reimbursement Agreement, is herein called the "Second Amended Reimbursement Agreement") that provided, among other things, (i) for the issuance by The Bank of Tokyo, Ltd., Los Angeles Agency (the "1993 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1993 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such 1993 LOCs to be substantially in the form of Exhibit A to the Second Amended Reimbursement Agreement with maximum amounts of $132,131,960 and $33,032,990 (subsequently reduced to $32,205,291, respectively); (ii) for the reimbursement to the 1993 Funding Bank by the Participating Banks for all drafts paid by the 1993 Funding Bank under any 1993 LOC; and (iii) for the reimbursement by the Company to the 1993 Funding Bank for the benefit of the Participating Banks of sums equal to all drafts paid by the 1993 Funding Bank under any 1993 LOC.

N. Entergy, the Company and The Chase Manhattan Bank (as successor by merger with Chemical Bank) entered into the Thirty-second Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 27, 1996 ("Thirty-second Supplementary Capital Funds Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 27, 1996 (the "1996 Restated Reimbursement Agreement") that provided, among other things, (i) for the issuance by the The Bank of Tokyo, Ltd., Los Angeles Agency (the "1996 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1996 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such 1996 LOCs to be substantially in the form of Exhibit A to the 1996 Restated Reimbursement Agreement with maximum amounts of $148,719,125 and $34,946,720, respectively; (ii) for the reimbursement to the 1996 Funding Bank by the Participating Banks for all drafts paid by the 1996 Funding Bank under any 1996 LOC; and (iii) for the reimbursement by the Company to the 1996 Funding Bank for the benefit of the Participating Banks of sums equal to all drafts paid by the 1996 Funding Bank under any 1996 LOC.

O. Entergy, the Company and The Chase Manhattan Bank (as successor by merger with Chemical Bank) entered into the Thirty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 20, 1999 ("Thirty-third Supplementary Capital Funds Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999 (the "1999 Restated Reimbursement Agreement") that provided, among other things, (i) for the issuance by The Bank of Tokyo, Ltd., Los Angeles Agency (the "1999 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1999 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such 1999 LOCs to be substantially in the form of Exhibit A to the 1999 Restated Reimbursement Agreement with maximum amounts of $156,885,464 and $36,061,470, respectively; (ii) for the reimbursement to the 1999 Funding Bank by the Participating Banks for all drafts paid by the 1999 Funding Bank under any 1999 LOC; and (iii) for the reimbursement by the Company to the 1999 Funding Bank for the benefit of the Participating Banks of sums equal to all drafts paid by the 1999 Funding Bank under any 1999 LOC.

P. On December 22, 2003, the Company terminated and replaced the previously existing Letter of Credit and Reimbursement Agreement among the Company, Union Bank of California, N.A., as administrating bank, and the participating banks named therein dated as of March 3, 2003 (the "2003 Reimbursement Agreement"), with the Reimbursement Agreement, dated as December 22, 2003 (the "December 2003 Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "2003 Funding Bank"), and the banks named therein (the "2003 Participating Banks"), to provide for the cancellation of the letters of credit issued in connection with the 2003 Reimbursement Agreement and the issuance of new irrevocable transferable letters of credit (the "New LOCs") by the 2003 Funding Bank to further secure the Owner Participants. The December 2003 Reimbursement Agreement further provides, among other things, (i) for the issuance by the 2003 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such New LOCs to be substantially in the form of Exhibit A to the December 2003 Reimbursement Agreement with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for the reimbursement to the 2003 Funding Bank by the 2003 Participating Banks for all drafts paid by the 2003 Funding Bank under any New LOC; and (iii) for the reimbursement by the Company to the 2003 Funding Bank for the benefit of the 2003 Participating Banks of sums equal to all drafts paid by the 2003 Funding Bank under any New LOC. In connection with the execution and delivery of the December 2003 Reimbursement Agreement, Entergy, the Company and Union Bank of California, N.A., as administrating bank, entered into the Thirty-fifth Supplementary Capital Funds Agreement (substantially in the form of this Agreement), dated as of December 22, 2003 ("Thirty-fifth Supplementary Capital Funds Agreement"). The Company thereby assigned to Union Bank of California, N.A., as administrating bank under the December 2003 Reimbursement Agreement, as collateral security for the Company's obligations under the December 2003 Reimbursement Agreement certain of the Company's rights under the Capital Funds Agreement.

Q. Douglas J. MacInnes resigned as the Individual Trustee and the Company accepted such resignation. Unless and until there shall be appointed a new trustee or successor to the Individual Trustee under the Indenture, all of the right, title and powers of the Trustees under the Indenture, the Capital Funds Agreement or this Agreement, shall devolve upon the Corporate Trustee and its successors alone. The Corporate Trustee shall not be required to appoint a successor to the Individual Trustee under the Indenture unless and until the Corporate Trustee or the Company determines that it is necessary to do so. All references in the Indenture, the Capital Funds Agreement and this Agreement to "Trustees" shall be construed to be references solely to the Corporate Trustee unless and until such time as successor to the Individual Trustee shall be appointed under the Indenture.

R. The Company seeks to refinance that part of the capital costs related to the Project with borrowed funds, and, to that end, (i) the Company has entered into an Underwriting Agreement, dated [______], 20[__] (the "Underwriting Agreement"), with [______] and [______], providing, among other things, for the issue and sale by the Company of $[______] aggregate principal amount of First Mortgage Bonds, [__]% Series due 20[__] (the "[______] Series Bonds"), to be issued under and secured pursuant to the Indenture as heretofore supplemented and as further supplemented by a [______] Supplemental Indenture dated as of [______], 20[__] (the "[______] Supplemental Indenture").

S. By written assumption dated as of December 31, 1993, Entergy Corporation, a Delaware corporation, assumed all obligations and liabilities of Entergy Corporation, a Florida corporation, under the Capital Funds Agreement, as supplemented, pursuant to and as permitted by the terms of the supplements thereto.

T. The Company and Entergy, by this instrument, wish (i) to continue to supplement their undertakings under the Capital Funds Agreement for the benefit of the Trustees and (ii) to create enforceable rights hereunder in the Trustees as hereinafter set forth.

U. All things necessary to make this Agreement the valid, legally binding and enforceable obligation of each of the parties hereto have been done and performed and the execution and performance hereof in all respects have been authorized and approved by all corporate and shareholder action necessary on the part of each thereof.

NOW, THEREFORE, in consideration of the terms and agreements hereinafter set forth, the parties agree with each other as follows:

ARTICLE I.

Obligations of Entergy and the Company.

1.1. Commercial Operation of the Project . The Company shall (and Entergy shall cause the Company to) use its best efforts to maintain the Project in commercial operation and, in connection therewith, take all such action, including, without limitation, all actions before governmental authorities, as shall be necessary to enable the Company to do so.

1.2. Capital Structure of the Company . Entergy shall supply or cause to be supplied to the Company:

(a) such amounts of capital as may be required from time to time by the Company in order to maintain that portion of the Capitalization (as defined in Section 1.6 hereof) of the Company as shall be represented by the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock and the surplus of the Company, paid in, earned and other, if any, at an amount equal to at least 35% of the Capitalization of the Company or at such higher percentage as governmental regulatory authorities having jurisdiction in the premises may require; and

(b) such amounts of capital in addition to (i) the capital heretofore made available to the Company by Entergy in exchange for shares of the Company's common stock and (ii) the capital made available to the Company at any time in question through the incurrence by the Company of Indebtedness for Borrowed Money (as defined in Section 1.6 hereof) as shall be required in order for the Company to continue to own its undivided ownership interest in the Project, to provide (without limitation) for interest charges of the Company, to permit the commercial operation of Unit No. 1, to permit the continuation of such commercial operation and to pay in full all payments of the principal of, and premium, if any, and interest on Indebtedness for Borrowed Money, as defined in Section 1.6 hereof (whether due at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise), it being understood and agreed that, in connection with the capital requirements of the Company, nuclear fuel leasing (including financing leases therefor) and the entering into by the Company of industrial development revenue bond financing with respect to pollution control facilities and the issuance and sale by the Company of debt securities, and, to the extent necessary or desirable, preferred stock, to banks, institutions and the public may constitute some of the means by which required capital can be made available to the Company.

1.3. Manner of Performance . If, with respect to any amount of capital which Entergy shall, at any time in question, be obligated under the provisions of Section 1.2 to supply or cause to be supplied to the Company, Entergy and the Company shall fail to agree on the type, or terms, of any particular security to be issued by the Company and sold to Entergy or to others for the purpose of securing such required capital or if requisite regulatory approvals are not obtained for any issuance and sale so agreed upon or if such issuance and sale cannot for any other reason be carried out, then and in such event, Entergy shall supply such capital to the Company in the form of a cash capital contribution.

1.4. Payments in Respect of the [______] Series Bonds . If at any time the Company shall require funds to pay (i) the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the [______] Series Bonds (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and (ii) the expenses, commitment fees, financing charges, trustees' fees and administration expenses attributable to the [______] Series Bonds, and the funds of the Company available for such purpose or purposes shall be insufficient for any reason, including, without limitation, the inability to borrow, or the absence of, funds under any loan agreement or similar instrument or instruments to which the Company is now or hereafter becomes a party, Entergy will pay to the Company in cash as a capital contribution the funds necessary to enable the Company to pay the amounts referred to above in this Section 1.4.

1.5. Subordination of Claims of Entergy Against the Company . Entergy hereby agrees that (i) all amounts advanced by Entergy to the Company (other than by way of purchases of capital stock of the Company or capital contributions to the Company) shall, for the purposes of this Agreement and so long as this Agreement shall be in full force and effect, constitute Subordinated Indebtedness of the Company (as defined in Section 1.6 hereof) and (ii) no such Subordinated Indebtedness of the Company shall be transferred or assigned (including by way of security) to any person (other than to a successor of Entergy by way of merger or consolidation or the acquisition by such person of all or substantially all of Entergy's assets). The Company agrees that it will record all Subordinated Indebtedness of the Company as such on its books.

1.6. Definitions . For the purposes of this Agreement, the following terms shall have the following meanings:

(a) the term "Capitalization" shall mean, as of any particular time, an amount equal to the sum of the total principal amount of all Indebtedness for Borrowed Money of the Company (exclusive of Short Term Debt), secured or unsecured, then outstanding, and the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock of the Company and the surplus of the Company, paid in, earned and other, if any;

(b) the term "Indebtedness for Borrowed Money" shall mean the principal amount of all indebtedness for borrowed money, secured or unsecured, of the Company then outstanding and shall include, without limitation, the principal amount of all bonds issued by a governmental or industrial development agency or authority in connection with an industrial development revenue bond financing of pollution control facilities constituting part of the Project;

(c) the term "Short Term Debt" shall mean the principal amount of unsecured Indebtedness for Borrowed Money created or incurred by the Company which matures by its terms not more than 12 months after the date of the creation or incurrence thereof, and which is not renewable or extendable at the option of the Company for a period of more than 12 months from the date of the creation or incurrence thereof pursuant to any revolving credit or similar agreement; and

(d) the term "Subordinated Indebtedness of the Company" shall mean indebtedness marked on the books of the Company as subordinated and junior in right of payment to the Obligations Secured Hereby (as defined in Section 5.1 hereof) to the extent and in the manner set forth below:

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar case or proceedings, or any receivership proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then the Obligations Secured Hereby shall first be paid in full in money or money's worth at the time of receipt, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon Subordinated Indebtedness of the Company.

ARTICLE II.

Nature of the Obligations of
Entergy and the Company

2.1. Regulatory Approvals .

(a) The performance of the obligations of the Company hereunder shall be subject to the receipt and continued effectiveness of all authorizations of governmental regulatory authorities at the time necessary to permit the Company to perform its duties and obligations hereunder, including the receipt and continued effectiveness of all authorizations of governmental regulatory authorities at the time necessary to permit the Company to operate the Project (or to have the Project operated for it) to the extent the Project is then operable, and to issue and to sell securities then to be issued and sold by the Company to Entergy or to others for the purpose of securing required capital.

(b) The Company shall use its best efforts to secure and maintain all such authorizations of governmental regulatory authorities.

2.2. Nature of Obligations . Entergy agrees that its duty to make cash capital contributions to the Company pursuant to the provisions of Sections 1.3 and 1.4 shall be absolute and unconditional, (a) whether or not Entergy shall have received all authorizations of governmental regulatory authorities necessary at the time to permit Entergy to perform its other duties and obligations hereunder, (b) whether or not the Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit the Company to perform its duties and obligations hereunder, (c) whether or not any authorizations referred to in the foregoing clauses (a) and (b) continue, at the time, in effect, (d) whether or not, at any time in question, the Company shall have performed its duties and obligations under this Agreement, (e) whether or not the Project shall be maintained in commercial operation, energy from the Project is being produced or delivered or is available (including, without limitation, delivery or availability to other subsidiaries of Entergy), an abandonment of the Project shall have occurred or the Project shall be in whole or in part destroyed or taken, for any reason whatsoever, (f) whether or not the Company shall be solvent, (g) regardless of any event of force majeure and (h) regardless of any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing. Subject to Section 2.1(a), all other obligations of Entergy hereunder are similarly absolute and unconditional.

(b) In the event that Entergy shall cease to own a majority of common stock of the Company and such lower ownership percentage has been permitted pursuant to the consent of the holders of at least 66 2/3% of the [______] Series Bonds Outstanding (as defined in the Indenture) at the time of such consent, the obligations of Entergy hereunder shall not be increased by any amendment to, or modification of, the terms and provisions of the Indenture, the [______] Supplemental Indenture or the [______] Series Bonds unless Entergy shall have consented in writing to such amendment or modification.

2.3. Waivers of Defenses . The obligations of Entergy under Sections 1.2, 1.3 and 1.4 to supply capital or cause capital to be supplied or to make cash capital contributions to the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to Entergy or any claim by Entergy against the Company, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of the Company or the Trustees (or either of them), including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from willful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of Section 1.5 hereof, affect in any other way any rights and remedies of Entergy with respect to any amounts owed to Entergy by the Company or any such claim by Entergy against the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge of any of the foregoing. Neither failure nor delay by the Company or the Trustees (or either of them) to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Entergy for specific performance of this Agreement by the Company or by the Trustees (or either of them) or for their benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded from asserting as a defense against any claim made against Entergy upon any of its obligations hereunder that it has fully performed such obligation in accordance with the terms of this Agreement.

2.4. Subrogation, Etc . Entergy shall, subject to the provisions of Section 1.5, be subrogated to all rights of the Trustees and the holders of the [______] Series Bonds against the Company in respect of any amounts paid by Entergy pursuant to the provisions of this Agreement and applied to the payment of the Obligations Secured Hereby (as defined in Section 5.1 hereof). The Trustees agree that they will not deal with the Company, or any security for the [______] Series Bonds, in such a manner as to prejudice such rights of Entergy.

ARTICLE III.

Term

This Agreement shall remain in full force and effect until, and shall terminate and be of no further force and effect after, all Obligations Secured Hereby shall have been paid in full in money or money's worth at the time of receipt; provided that this Assignment shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Secured Hereby is rescinded or must otherwise be returned by the Trustees upon the insolvency, bankruptcy or reorganization of Entergy, the Company or otherwise, all as though such payment had not been made. It is agreed that all the covenants and undertakings on the part of Entergy and the Company set forth in this Agreement are exclusively for the benefit of, and may be enforced only by, the Trustees (or either of them), the holders of the [______] Series Bonds as provided in the Indenture, or for their benefit by a receiver or trustee for the Company or in respect of all or a substantial part of its assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject.

ARTICLE IV.

Assignment

Neither this Agreement nor any interest herein may be assigned, transferred or encumbered by any of the parties hereto, except transfer or assignment by the Trustees to their respective successors in accordance with Article XVII of the Indenture, except as otherwise provided in Article V hereof and except that:

(i) in the event that Entergy shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Agreement shall be transferred by Entergy to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Company and the Corporate Trustee a written assumption, in form and substance satisfactory to the Corporate Trustee, of Entergy's obligations and liabilities under this Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Agreement shall be transferred by the Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Corporate Trustee a written assumption, in form and substance satisfactory to the Corporate Trustee, of the Company's obligations and liabilities under this Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person.

ARTICLE V.

Security Assignment and Agreement

5.1. Assignment and Creation of Security Interest . As security for (i) the due and punctual payment of the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the [______] Series Bonds (whether at the stated maturity thereof, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and (ii) the due and punctual payment of all fees and costs, expenses and other amounts which may become payable by the Company under the Indenture which are a charge on the trust estate thereunder which is superior to the charge thereon for the benefit of the [______] Series Bonds, together in each case with all costs of collection thereof (all such amounts referred to in the foregoing clauses (i), and (ii) being hereinafter collectively referred to as "Obligations Secured Hereby"), the Company hereby assigns to the Trustees, and creates a security interest in favor of the Trustees in, (x) all of the Company's rights to receive all moneys paid, or caused to be paid, or to be paid or to be caused to be paid, to the Company by Entergy pursuant to Section 1.4 of this Agreement, and (y) all other claims, rights (but not obligations or duties), powers, privileges, interests and remedies of the Company (including, without limitation, all of the Company's rights to receive all moneys paid, or caused to be paid, or to be paid, or to be caused to be paid, to the Company by Entergy pursuant to Sections 1.2 and 1.3 of this Agreement), whether arising under this Agreement or by statute or in law or in equity or otherwise, resulting from any failure by Entergy to perform its obligations under this Agreement, but so far as this clause (y) is concerned only to the extent required for the payment when due and payable of the Obligations Secured Hereby, together in each case with full power and authority, in the name of the Trustees (or either of the Trustees), or the Company as assignor, or otherwise, to demand payment of, enforce, collect, receive and receipt for any and all of the foregoing (the rights, claims, powers, privileges, interests and remedies referred to in clause (y) being hereinafter sometimes called the "Collateral").

5.2. Other Agreements .

(a) The Company will not assign the rights assigned in clause (x) of Section 5.1 as security for any indebtedness other than the Obligations Secured Hereby and will not assign the other rights assigned in Section 5.1 as security for any indebtedness other than the Obligations Secured Hereby, except as provided in paragraph (b) of this Section 5.2.

(b) The Company has secured its Indebtedness for Borrowed Money represented by (i) loans made by certain banks as referred to in Whereas Clause C hereof by the First, Fourth, Fifth and Eighth Supplementary Capital Funds Agreements, (ii) the First Series Bonds, the Second Series Bonds, the Third Series Bonds, the Fourth Series Bonds, the Seventh Series Bonds, the Eighth Series Bonds, the Ninth Series Bonds, the Tenth Series Bonds, the Eleventh Series Bonds, the Twelfth Series Bonds, the Thirteenth Series Bonds, the Fourteenth Series Bonds, the Fifteenth Series Bonds, the Sixteenth Series Bonds, the Seventeenth Series Bonds, the Eighteenth Series Bonds, the Nineteenth Series Bonds, the Twentieth Series Bonds and the Twenty-first Series Bonds, as referred to in Whereas Clause D hereof by the Second, Third, Eleventh, Thirteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth, Thirty-first, Thirty-fourth and Thirty-sixth Supplementary Capital Funds Agreements, respectively, (iii) loans made by certain banks as referred to in Whereas Clause E hereof by the Sixth and Seventh Supplementary Capital Funds Agreements, respectively, (iv) the obligations under the Series A Reimbursement Agreement as referred to in Whereas Clause F hereof by the Ninth Supplementary Capital Funds Agreement, (v) the obligations under the Series B Reimbursement Agreement as referred to in Whereas Clause G hereof by the Tenth Supplementary Capital Funds Agreement, (vi) the obligations under the Series C Reimbursement Agreement as referred to in Whereas Clause H hereof by the Twelfth Supplementary Capital Funds Agreement, (vii) the Fifth Series Bonds as referred to in Whereas Clause I hereof by the Fourteenth Supplementary Capital Funds Agreement, (viii) the Sixth Series Bonds as referred to in Whereas Clause J hereof by the Fifteenth Supplementary Capital Funds Agreement, (ix) the obligations under the Original Reimbursement Agreement as referred to in Whereas Clause K hereof by the Twenty-second Supplementary Capital Funds Agreement, (x) the obligations under the First Amended Reimbursement Agreement as referred to in Whereas Clause L hereof by the Twenty-third Supplementary Capital Funds Agreement, (xi) the obligations under the Second Amended Reimbursement Agreement as referred to in Whereas Clause M hereof by the Twenty-eighth Supplementary Capital Funds Agreement, (xii) the obligations under the 1996 Restated Reimbursement Agreement as referred to in Whereas Clause N hereof by the Thirty-second Supplementary Capital Funds Agreement, (xiii) the obligations under the 1999 Restated Reimbursement Agreement as referred to in Whereas Clause O hereof by the Thirty-third Supplementary Capital Funds Agreement, and (xiv) the obligations under the December 2003 Reimbursement Agreement, as referred to in Whereas Clause P hereof by the Thirty-fifth Supplementary Capital Funds Agreement, and shall be entitled to secure the interest and premium, if any, on, and the principal of, other Indebtedness for Borrowed Money of the Company issued by the Company to any person (except Entergy or any affiliate of Entergy) to finance the cost of the Project (including, without limitation, indebtedness outstanding under the Indenture) or to refund (including any successive refundings) any such Indebtedness issued for such purpose, the incurrence of which Indebtedness is at the time permitted by the Indenture (herein called "Additional Indebtedness"), by entering into a supplementary capital funds agreement and assignment including, without limitation, the First through Thirty-sixth Supplementary Capital Funds Agreements (each being hereinafter called an "Additional Supplementary Agreement") with the holders of such Additional Indebtedness or representatives of or trustees for such holders, or both, as the case may be (hereinafter called an "Additional Assignee"). Each Additional Supplementary Agreement shall be substantially in the form of this Agreement, except that there shall be substituted in such Additional Supplementary Agreement appropriate references to such Additional Indebtedness, such Additional Assignee and the agreement or instrument under which such Additional Indebtedness is issued in lieu of the references herein to the [______] Series Bonds, the Trustees, and the Indenture, respectively, and such Additional Supplementary Agreement may contain such other provisions as are not inconsistent with this Agreement and do not adversely affect the rights hereunder of the holders of the [______] Series Bonds or the Trustees (or either of the Trustees).

(c) Notwithstanding any provision of this Agreement to the contrary, or any priority in time of creation, attachment or perfection of a security interest, pledge or lien by the Trustees, or any provision of or filing or recording under the Uniform Commercial Code or any other applicable law of any jurisdiction, the Trustees agree that the claims of the Trustees under Sections 1.2 and 1.3 of this Agreement and any security interest, pledge or lien in favor of the Trustees now or hereafter existing in and to the Collateral shall rank pari passu with the claims of each Additional Assignee under the corresponding sections of the Additional Supplementary Agreement to which it is a party and any security interest, pledge or lien in favor of such Additional Assignee thereunder now or hereafter existing in and to the Collateral, irrespective of the time or times at which prior, concurrent or subsequent Additional Supplementary Agreements are entered into in accordance with Section 5.2(b) hereof.

5.3. Payments to the Corporate Trustee . The Company agrees that, if and whenever it shall make a demand to Entergy for any payment pursuant to Section 1.2, 1.3, or 1.4 of this Agreement or pursuant to the corresponding provisions of any Additional Supplementary Agreement, it will separately identify the respective portions of such payment, if any, required for (i) the payment of Obligations Secured Hereby and (ii) the payment of any other amounts then due and payable in respect of Additional Indebtedness and instruct Entergy (subject to the provisions of Section 5.4) to pay or cause to be paid the amount so identified as required for the payment of Obligations Secured Hereby directly to the Corporate Trustee. Any payments made or caused to be made by Entergy pursuant to Section 1.2 or 1.3 of this Agreement or pursuant to the corresponding provisions of any Additional Supplementary Agreement shall, to the extent necessary to satisfy in full the assignment set forth in Section 5.1 of this Agreement and the corresponding assignments set forth in the Additional Supplementary Agreements, be made pro rata in proportion to the respective amounts secured by, and then due and owing under, such assignments.

5.4. Payments to the Company . Notwithstanding the provisions of Sections 5.1 and 5.3, unless and until the Corporate Trustee shall have given written notice to Entergy of the occurrence and continuance of any Default (as defined in the Indenture), all moneys paid or to be paid to the Company pursuant to Sections 1.2, 1.3 and 1.4 of this Agreement shall be paid directly to the Company and the Company need not separately identify the respective portions of payments as provided in Section 5.3 hereof, provided that notice as to the amount of any such payments or advances shall be given by the Company to the Corporate Trustee simultaneously with the demand by the Company for any such payment. If the Corporate Trustee shall have duly notified Entergy of the occurrence of any such Default, such payments shall be made in the manner and in the amounts specified in Section 5.3 hereof until the Corporate Trustee shall by further notice to Entergy give permission that all such payments may be made again to the Company, such permission being subject to revocation by a subsequent notice pursuant to the first sentence of this Section 5.4. The Corporate Trustee shall give such permission if no such Default continues to exist.

5.5. Consent and Agreement of Entergy .

(a) Entergy hereby consents to the foregoing assignment and agrees with the Trustees to make payments to the Corporate Trustee in the amounts and in the manner specified in Section 5.3 at principal corporate trust office of the Corporate Trustee in New York City, New York, which is presently located at 101 Barclay Street, 8W, New York, New York 10286.

(b) Subject to the provisions of Section 2.4 hereof, Entergy agrees that all payments made to the Corporate Trustee or to the Company as contemplated by Sections 5.3 and 5.4 shall be final as between Entergy and the Corporate Trustee or the Company, as the case may be, and that Entergy will not seek to recover from the Corporate Trustee for any reason whatsoever any moneys paid to the Corporate Trustee by virtue of this Agreement, but the finality of any such payment shall not prevent the recovery of any overpayments or mistaken payments which may be made by Entergy unless a Default has occurred and is continuing, in which case any such overpayment or mistaken payment shall not be recoverable but shall constitute Subordinated Indebtedness of the Company to Entergy.

ARTICLE VI.

Amendments

6.1. Restrictions on Amendments . This Agreement may not be amended, waived, modified, discharged or otherwise changed orally. It may be amended, waived, modified, discharged or otherwise changed only by a written instrument which has been signed by all the parties hereto and which has been approved by the holders of more than 50% in principal amount of the [______] Series Bonds Outstanding (as defined in the Indenture) at the time of such consent or which does not materially adversely affect the rights of the Trustees or the holders of the [______] Series Bonds or which is necessary in order to qualify the Indenture under the Trust Indenture Act of 1939, as contemplated by Section 20.04 of the Mortgage provided, however, that (i) without the written consent of the holders of all the [______] Series Bonds affected thereby, no amendment, waiver, modification, discharge or other change shall be made which shall change the terms of this Section 6.1 and (ii) no such amendment, waiver, modification, discharge or other change shall be made which shall modify, without the written consent of each of the Trustees, the rights, duties or immunities of the Trustees (or either of them).

6.2. Trustees' Execution . The Trustees shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing this Agreement (a) as to which the Corporate Trustee shall have received an opinion of counsel to the effect that such instrument has been duly authorized by Entergy and the Company and is permitted by the provisions of Section 6.1 and that this Agreement, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and Entergy, and (b) which shall have been executed by Entergy and the Company. The Trustees (and each of the Trustees) shall be fully protected in relying upon the aforesaid opinion.

ARTICLE VII.

Notices

7.1. Notices, Etc., in Writing . All notices, consents, requests and other documents authorized or permitted to be given pursuant to this Agreement shall be given in writing and either personally served on the party to whom (or an officer of a corporate party) it is given or mailed by registered or certified first-class mail, postage prepaid, or sent by telex or telegram, addressed as follows:

If to System Energy Resources, Inc., to:

Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Attention: Treasurer

If to Entergy Corporation, to:

P.O. Box 61005
New Orleans, Louisiana 70161
Attention: Treasurer

If to the Corporate Trustee, to:

The Bank of New York Mellon Trust Company, N.A.
10161 Centurion Parkway, 2 ^nd Floor
Jacksonville, Florida 32256
Attention: Geraldine Creswell, Assistant Treasurer

with copies to each party.

7.2. Delivery, Etc . Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 7.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.

ARTICLE VIII.

Enforcement

8.1 Indenture Terms and Conditions . The Trustees (and each of the Trustees) enter into and accept this Agreement upon the terms and conditions set forth in Article XVII of the Indenture, respectively, with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to Trustees (or either of the Trustees) hereunder. Nothing in this Agreement shall affect any right or remedy of the Company or Entergy against the Trustees (or either of the Trustees) (other than those specifically waived herein), for breach or violation of any of the obligations or duties of the Trustees assumed or undertaken in this Agreement. Without limiting the generality of the foregoing, the Trustees (and each of the Trustees) assume no responsibility as to the validity or enforceability hereof or for the correctness of the recitals of fact contained herein or in the Capital Funds Agreement, which shall be taken as the statements, representations and warranties of the Company and Entergy.

8.2. Enforcement Action By Trustees . At any time when a Default under the Indenture has occurred and is continuing, the Trustees (or either of them) may proceed, in their, its or his own name, or as trustees or trustee of an express trust or otherwise, to protect and enforce the rights of the Trustees (or either of them), and those of the Company under this Agreement by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained in this Agreement of otherwise, and whether or not the Company shall have complied with any of the provisions hereof or proceeded to take any action authorized or permitted under applicable law. Each and every remedy of the Trustee, and each of them, shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or under the Indenture or now or hereafter existing at law or in equity or by statute.

8.3. Attorney-in-Fact . The Company hereby constitutes the Trustees (and each of the Trustees) with authority to act without the other, its true and lawful attorney, irrevocably, with full power (in such attorney's name or otherwise), at any time when a Default (as defined in the Indenture) has occurred and is continuing, to enforce any of the obligations contained herein or to take any action or institute any proceedings which to the Trustees (or either of the Trustees) may seem necessary or advisable in the premises.

ARTICLE IX.

Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

ARTICLE X.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE XI.

Succession

Subject to Article IV hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment hereof, or of any right to any funds due or to become due under this Agreement, shall in any event relieve the Company or Entergy of their respective obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

ENTERGY CORPORATION

By:
Name:
Title:

SYSTEM ENERGY RESOURCES, INC.

By:
Name:
Title:

THE BANK OF NEW YORK MELLON,
as Corporate Trustee

By:
Name:
Title:

Friday Eldredge & Clark

Exhibit 5.01

3425 NORTH FUTRALL DRIVE, SUITE 103
FAYETTEVILLE, ARKANSAS 72703
TELEPHONE 501-695-2011
FAX 501-695-2147

ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
www.fridayfirm.com
2000 REGIONS CENTER
400 WEST CAPITOL
LITTLE ROCK, ARKANSAS 72201-3493
TELEPHONE 501-376-2011
FAX 501-376-2147

599 HORSEBARN ROAD, SUITE 101
ROGERS, ARKANSAS 72758
TELEPHONE 479-695-2011
FAX 479-845-4363

January 14, 2009

System Energy Resources, Inc.
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213

Ladies and Gentlemen:

We have acted as local Arkansas counsel for System Energy Resources, Inc., an Arkansas corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of $150,000,000 in aggregate principal amount of its First Mortgage Bonds (the "Bonds") to be issued in one or more series by the Company, and for the qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, as heretofore supplemented and modified (the "Mortgage") between the Company and The Bank of New York Mellon, as successor Trustee, under which the Bonds are to be issued.

Subject to the qualifications and assumptions stated in the Registration Statement and the limitations and qualifications set forth hereinafter, we are of the following opinions:

(1) The Company is a corporation duly organized and validly existing under the laws of the State of Arkansas.

(2) The Bonds, when issued and delivered as contemplated by the Registration Statement and the Mortgage, will be legally issued and will be binding obligations of the Company and will be entitled to the benefit of the security in Arkansas afforded by the Mortgage.

For purposes of the opinions expressed above, we have assumed (a) that the Bonds will be issued and delivered in compliance with appropriate action with regard to the issuance of the Bonds by and before the Federal Energy Regulatory Commission under the Federal Power Act and any other applicable regulatory body, (b) that the Bonds will be issued and delivered in compliance with the due authorization of and in accordance with the terms set by the Board of Directors of the Company, (c) amounts to be charged or collected by holders of the Bonds in the nature of interest will not cause the interest charged, paid, or payable on the Bonds to be usurious under applicable law, and (d) at the time the Bonds are issued (i) there shall not have occurred any change in law affecting the validity or enforceability of the Bonds or the Mortgage and (ii) none of the terms of the Bonds, nor their issuance, nor the Company's compliance with the terms of the Bonds will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.

We have reviewed the statements in the Registration Statement under the caption "Description of New Bonds-Security," and such statements as to matters of Arkansas law and legal conclusions under Arkansas law are made in the Registration Statement on our authority as experts. Insofar as such statements relate to matters of Arkansas law and legal conclusions under Arkansas law, they are true and correct and fairly describe the matters covered thereby and there are no omissions in such statements of any material fact required to be stated therein or necessary to make such statements not misleading.

Our opinions are limited to the laws of the States of Arkansas, Mississippi and New York and the United States of America. To the extent that our opinions relate to or are dependent upon matters governed by the laws of the State of Mississippi, we have relied upon the opinion of Wise Carter Child & Caraway, Professional Association, which is being filed as Exhibit 5.02 to the Registration Statement. To the extent that our opinions relate to or are dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.03 to the Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.01 to the Registration Statement and to the references to our firm in the Registration Statement and in the prospectus contained therein. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Friday, Eldredge & Clark, LLP

Friday, Eldredge & Clark, LLP

Exhibit 5.02

[WISE CARTER LETTERHEAD]

January 14, 2009

System Energy Resources, Inc.
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213

Ladies and Gentlemen:

We have acted as local Mississippi counsel for System Energy Resources, Inc., an Arkansas corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of $150,000,000 in aggregate principal amount of its First Mortgage Bonds (the "Bonds") to be issued in one or more series by the Company and for the qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, as heretofore supplemented and modified (the "Mortgage"), between the Company and The Bank of New York Mellon, as successor Trustee, under which the Bonds are to be issued.

Subject to the qualifications hereinafter expressed, we are of the opinion that the Bonds, when issued and delivered for the consideration contemplated by, and otherwise as contemplated in, the Registration Statement and the Mortgage, will be legally issued and will be binding obligations of the Company.

For purposes of the opinions expressed above, we have assumed (a) that the Bonds will be issued and delivered in compliance with appropriate action with regard to the issuance of the Bonds by and before the Federal Energy Regulatory Commission under the Federal Power Act and any other applicable regulatory body, (b) that the Bonds will be issued and delivered in compliance with the due authorization of and in accordance with the terms set by the Board of Directors of the Company, (c) that amounts to be charged or collected by holders of the Bonds in the nature of interest will not cause the interest charged, paid, or payable on the Bonds to be usurious under applicable law, and (d) that at the time the Bonds are issued (i) there shall not have occurred any change in law affecting the validity or enforceability of the Bonds or the Mortgage and (ii) none of the terms of the Bonds, nor their issuance, nor the Company's compliance with the terms of the Bonds will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.

We have reviewed the statements in the Registration Statement under the caption "Description of New Bonds-Security," and such statements as to matters of Mississippi law and legal conclusions under Mississippi law are made in the Registration Statement on our authority as experts. Insofar as such statements relate to matters of Mississippi law and legal conclusions under Mississippi law, they are true and correct and fairly describe the matters covered thereby, and there are no omissions in such statements of any material fact required to be stated therein or necessary to make such statements not misleading.

This opinion is limited to the laws of the States of Mississippi, New York and Arkansas and the federal laws of the United States of America. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Arkansas, we have relied upon the opinion of Friday, Eldredge & Clark, LLP which is being filed as Exhibit 5.01 to the Registration Statement. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of Morgan, Lewis & Bockius LLP which is being filed as Exhibit 5.03 to the Registration Statement.

We hereby consent to the filing of this opinion as Exhibit 5.02 to the Registration Statement and to the references to our firm in the Registration Statement and in the prospectus contained therein. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Wise Carter Child & Caraway, Professional Association

WISE CARTER CHILD & CARAWAY, Professional Association

Exhibit 5.03

[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]

January 14, 2009

System Energy Resources, Inc.
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213

Ladies and Gentlemen:

We have acted as counsel for System Energy Resources, Inc., an Arkansas corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of $150,000,000 in aggregate principal amount of its First Mortgage Bonds (the "Bonds") to be issued in one or more series by the Company, and for the qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, as heretofore supplemented and modified (the "Mortgage") between the Company and The Bank of New York Mellon, as successor Trustee, under which the Bonds are to be issued.

Subject to the qualifications and assumptions stated in the Registration Statement and the limitations and qualifications set forth hereinafter, we are of the opinion that the Bonds, when issued and delivered as contemplated in the Registration Statement and the Mortgage, will be legally issued and will be binding obligations of the Company.

This opinion is limited to the laws of the States of New York, Arkansas and Mississippi and the federal laws of the United States of America. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Arkansas, we have relied upon the opinion of Friday, Eldredge & Clark, LLP which is being filed as Exhibit 5.01 to the Registration Statement. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Mississippi, we have relied upon the opinion of Wise Carter Child & Caraway, Professional Association which is being filed as Exhibit 5.02 to the Registration Statement.

We hereby consent to the filing of this opinion as Exhibit 5.03 to the Registration Statement and to the references to our firm in the Registration Statement and in the prospectus contained therein. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

MORGAN, LEWIS & BOCKIUS LLP

Exhibit 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 28, 2008, relating to the financial statements of System Energy Resources, Inc., and the effectiveness of System Energy Resources, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, 2007, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 14, 2009

Exhibit 25.01

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

___________________________

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

___________________________

SYSTEM ENERGY RESOURCES, INC.
(Exact name of obligor as specified in its charter)

Arkansas (State or other jurisdiction of incorporation or organization)	72-0752777 (I.R.S. employer identification no.)
Echelon One 1340 Echelon Parkway Jackson, Mississippi (Address of principal executive offices)	39213 (Zip code)

_________________________

US$150,000,000 First Mortgage Bonds

(Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York and formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 8 ^th day of January, 2009.

THE BANK OF NEW YORK MELLON

By: /s/ Franca Ferrera
Franca Ferrera
Assistant Vice President

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2008, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin9;	44,129,000
Interest-bearing balances 9;	48,207,000
Securities:
Held-to-maturity securities 9;	7,661,000
Available-for-sale securities 9;	39,616,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 9;	877,000
Securities purchased under agreements to resell	4,598,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	46,218,000
LESS: Allowance for loan and lease losses	324,000
Loans and leases, net of unearned income and allowance 9;	45,894,000
Trading assets 9;	6,900,000
Premises and fixed assets (including capitalized leases) 9;	1,087,000
Other real estate owned 9;	7,000
Investments in unconsolidated subsidiaries and associated companies 9;	858,000
Not applicable
Intangible assets:
Goodwill 9;	5,026,000
Other intangible assets 9;	1,619,000
Other assets	12,220,000
Total assets 9;	218,699,000
LIABILITIES
Deposits:
In domestic offices 9;	103,521,000
Noninterest-bearing9;	80,077,000
Interest-bearing 9;	23,444,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs9;	67,951,000
Noninterest-bearing9;	2,259,000
Interest-bearing 9;	65,692,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	4,367,000
Securities sold under agreements to repurchase	76,000
Trading liabilities 9;	5,676,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	12,514,000
Not applicable
Not applicable
Subordinated notes and debentures 9;	3,490,000
Other liabilities	8,209,000
Total liabilities 9;	205,804,000
Minority interest in consolidated subsidiaries	473,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock 9;	1,135,000
Surplus (exclude all surplus related to preferred stock) 9;	6,764,000
Retained earnings 9;	6,564,000
Accumulated other comprehensive income	-2,041,000
Other equity capital components	0
Total equity capital 9;	12,422,000
Total liabilities, minority interest, and equity capital 9;	218,699,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,
Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Steven G. Elliott
Robert P. Kelly

Directors

SYSTEM ENERGY RESOURCES, INC.

By:	/s/ Steven C. McNeal
	Steven C. McNeal Vice President and Treasurer