ENTERGY MISSISSIPPI INC (Form: 8-K12B, Received: 12/03/2018 13:54:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2018



Commission File Number	Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.
1-31508	ENTERGY MISSISSIPPI, LLC, a Texas limited liability company, as successor to Entergy Utility Enterprises, Inc. (formerly known as Entergy Mississippi, Inc.) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 83-1950019 Former name and address: ENTERGY UTILITY ENTERPRISES, INC. (formerly known as Entergy Mississippi, Inc.), a Texas corporation, 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 64-0205830

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On November 30, 2018, Entergy Mississippi, Inc. (EMI) undertook a restructuring which resulted in the transfer of substantially all of the assets and operations of EMI to a new entity, which is now owned by an existing Entergy subsidiary holding company (Internal Restructuring).

In order to effect the Internal Restructuring, under the Texas Business Organizations Code (TXBOC), EMI allocated substantially all of its assets to a new subsidiary, Entergy Mississippi Power and Light, LLC, a Texas limited liability company (EML), and EML assumed substantially all of the liabilities of EMI, in a transaction regarded as a merger under the TXBOC. EMI remained in existence. Thereafter, effective as of December 1, 2018, EMI changed its name from “Entergy Mississippi, Inc.” to “Entergy Utility Enterprises, Inc.” and EML changed its name from “Entergy Mississippi Power and Light, LLC” to “Entergy Mississippi, LLC.”

With the completion of the Internal Restructuring, EML holds substantially all of the assets, and has assumed substantially all of the liabilities, of EMI.

This Current Report on Form 8-K is being filed for the purpose of establishing EML as the successor issuer to EMI pursuant to Rules 12g-3(a) and 15d-5(a) under the Securities Exchange Act of 1934, as amended (Exchange Act), and to disclose events required to be disclosed on Form 8-K with respect to EMI and EML relating to the Internal Restructuring. Pursuant to Rule 12g-3(a) under the Exchange Act, the series of outstanding debt securities that EMI had registered under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange (NYSE) are deemed registered by EML under Section 12(b) of the Exchange Act and EML is subject to the reporting and other applicable requirements of the Exchange Act.

Item 1.01. Entry into a Material Definitive Agreement.

The information included in Item 8.01 is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information included in Item 8.01 is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .

The information included in Item 8.01 is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information included in Item 8.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The directors and executive officers of EML are the same persons, and hold the same positions, as had been the case at EMI and are listed below:

Directors

Haley R. Fisackerly

Paul D. Hinnenkamp

Andrew S. Marsh

Roderick K. West

Officers

Marcus V. Brown

Leo P. Denault

Haley R. Fisackerly

Paul D. Hinnenkamp

Andrew S. Marsh

Alyson M. Mount

Donald W. Vinci

Roderick K. West

Information concerning each such director and officer is included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 of EMI.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 1, 2018, EMI amended and restated its Certificate of Formation and Bylaws to change its name to “Entergy Utility Enterprises, Inc.” Such amendments and restatements are included in this filing as Exhibits 3.1 and 3.2, respectively.

EML is governed by the Certificate of Formation and Company Agreement of Entergy Mississippi Power and Light, LLC, each dated as of September 17, 2018, as amended and restated December 1, 2018 to change its name from “Entergy Mississippi Power and Light, LLC” to “Entergy Mississippi, LLC”. Copies of each of the Amended and Restated Certificate of Formation and the Amended and Restated Company Agreement of EML reflecting the December 1, 2018 amendments thereto are included in this filing as Exhibits 3.3 and 3.4, respectively.

Item 8.01. Other Events .

In November 2018, in contemplation of the Internal Restructuring, EMI redeemed its outstanding preferred stock and converted from a Mississippi corporation to a Texas corporation.

On November 30, 2018, the Internal Restructuring was completed.

In order to effectuate the Internal Restructuring, under the TXBOC, EMI allocated substantially all of its assets to a new subsidiary, EML, a Texas limited liability company, and EML assumed substantially all of the liabilities of EMI, in a transaction regarded as a merger under the TXBOC. EMI remained in existence after completion of the merger and contributed the membership interests in EML to an affiliate, Entergy Utility Holding Company, LLC, all of the common membership interests of which are owned directly or indirectly by Entergy Corporation. Thereafter, on December 1, 2018, EMI changed its name from “Entergy Mississippi, Inc.” to “Entergy Utility Enterprises, Inc.” and EML changed its name from “Entergy Mississippi Power and Light, LLC” to “Entergy Mississippi, LLC.”

With the completion of the Internal Restructuring, EML holds substantially all of the assets, and has assumed substantially all of the liabilities, of EMI, including the obligations of EMI with respect to the Mortgage and Deed of Trust, dated as of February 1, 1988, as amended and supplemented, and the outstanding First Mortgage Bonds issued thereunder.

The Plan of Merger of Entergy Mississippi, Inc. and Entergy Mississippi Power and Light, LLC is included in this filing as Exhibit 2.1.

All of the exhibits filed by EMI with the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Reports on Form 10-Q for the interim periods during the fiscal year ended December 31, 2018, which reports were filed on a combined basis by EMI along with the annual and quarterly reports of its parent, Entergy Corporation, and the annual and quarterly reports of various affiliated entities and which include the indentures and material contracts filed as exhibit numbers 4 (Instruments Defining the Rights of Security Holders, Including Indentures) and 10 (Material Contracts), which relate to obligations that EML has assumed in the Internal Restructuring, are considered to be exhibits applicable to EML as successor to EMI, except to the extent such exhibits are superseded.

On December 3, 2018, EMI notified the NYSE of the completion of the Internal Restructuring. As a result of the succession of EML to the obligations, including all securities, of EMI, the NYSE has informed EMI that it will file with the Securities and Exchange Commission (SEC) a notification on Form 25 to remove a series of EMI debt securities (First Mortgage Bonds, 4.90% Series due October 2066) that had been listed on the NYSE from listing by EMI on the NYSE and from registration under Section 12(b) of the Exchange Act. As a result of Exchange Act Rule 12g-3(a), such debt securities are now considered to be listed on the NYSE by EML as successor to EMI and to be registered with the SEC under Section 12(b) of the Exchange Act.

In addition, EMI intends to file with the SEC a certification and notice of termination on Form 15 requesting that its reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to its outstanding debt securities be suspended and terminated. EML is subject to the reporting and other applicable requirements of the Exchange Act as successor to EMI.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

Exhibit Index



Exhibit No.	Description of Exhibit
2.1	Plan of Merger of Entergy Mississippi, Inc. and Entergy Mississippi Power and Light, LLC
3.1	Amended and Restated Certificate of Formation of Entergy Mississippi, Inc. to change the company name to Entergy Utility Enterprises, Inc.
3.2	Amended and Restated Bylaws of Entergy Utility Enterprises, Inc., formerly known as Entergy Mississippi, Inc.
3.3	Amended and Restated Certificate of Formation of Entergy Mississippi, LLC
3.4	Amended and Restated Company Agreement of Entergy Mississippi, LLC
4.1	Thirty-sixth Supplemental Indenture of Entergy Mississippi Power, LLC under the Mortgage and Deed of Trust, dated as of February 1, 1988, as amended, of Entergy Mississippi, Inc. to The Bank of New York Mellon, as Trustee

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.



	Entergy Mississippi, LLC
	Entergy Utility Enterprises, Inc.


Date: December 3, 2018	By:	/s/ Marcus V. Brown
		Name: Marcus V. Brown Title: Executive Vice President and General Counsel

Exhibit 2.1

PLAN OF MERGER OF

ENTERGY MISSISSIPPI, INC. AND

ENTERGY MISSISSIPPI POWER AND LIGHT, LLC

This Plan of Merger (this “ Plan ”) is entered into November 26, 2018 by and between Entergy Mississippi, Inc., a Texas corporation (“ EMI ”), and Entergy Mississippi Power and Light, LLC, a Texas limited liability company (“ EMP ”), with respect to the merger contemplated herein (the “ Merger ”) and certifies and sets forth the following:


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



Name	Type of Entity	Jurisdiction
Entergy Mississippi, Inc.	Corporation	Texas
Entergy Mississippi Power and Light, LLC	Limited Liability Company	Texas


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



Name	Type of Entity	Jurisdiction
Entergy Mississippi, Inc.	Corporation	Texas
Entergy Mississippi Power and Light, LLC	Limited Liability Company	Texas


3.	This Plan has been approved as required by Chapter 10 of the Texas Business Organizations Code (the “ TBOC ”).


4.	The effective time of the Merger shall be as specified in the Certificate of Merger (the “ Effective Time ”).


5.	The terms and conditions of the Merger are as follows:

All assets, including the bank accounts listed on Schedule A (and all funds held in such accounts immediately prior to the Effective Time) and the equity interests held by EMI in the entities listed on Schedule B , real estate and other property (tangible and intangible, movable and immovable), owned, held, leased, and claimed by EMI immediately prior to the Effective Time, whether located within the State of Mississippi or outside the State of Mississippi, shall be allocated to and vested in EMP, except that the following shall be retained by EMI (the “ EMI Retained Assets ”):


i.	all Units of Common Membership Interest (as that term is defined in the Company Agreement of EMP, dated September 17, 2018 (the “ EMP Company Agreement ”) of EMP held by EMI immediately prior to the Effective Time (the “ EMP Units ”);


ii.	all units of Class A Common Membership Interests of Entergy Holding Company, LLC, a Delaware limited liability company (“ EHCL ”), and all units of Class D

Preferred Membership Interests of EHCL held by EMI immediately prior to the Effective Time (the “ EHCL Interests ”)


iii.	that certain Contribution Agreement, dated November 26, 2018, between Entergy Arkansas, Inc., EMI and Entergy Utility Holding Company, LLC, a Texas limited liability company (“ EUHC ”), (the “ Contribution Agreement ”) pursuant to which EMI is obligated to contribute the EMP Units and the EHCL Interests to EUHC following the Merger (the “ Contribution ”);


iv.	thirty-eight (38) shares of common stock, no par value, of System Fuels, Inc., a Louisiana corporation; and


v.	the bank accounts listed on Schedule C and all funds held in such accounts immediately prior to the Effective Time;


b.	All Liabilities (as hereinafter defined) of EMI immediately prior to the Effective Time shall be allocated to and vested in EMP (the “ EMP Assumed Liabilities ”), except that the following shall be retained by EMI (collectively, the “ EMI Retained Liabilities ”):


i.	The Liabilities that are specifically related to the EMI Retained Assets; and


ii.	The Liabilities for any fees and franchise taxes required by law to be paid by EMI for all periods prior to the Effective Time (as further described in Section 10);

All assets, including real estate and other property (tangible and intangible, movable and immovable), including but not limited to any funds held in those bank accounts in the name of EMP as of the Effective Time, owned, held, leased, and claimed by EMP immediately prior to the Effective Time, whether located within the State of Mississippi or outside the State of Mississippi, shall be retained by and vested in EMP; and


d.	All Liabilities of EMP immediately prior to the Effective Time (the “ Pre-Effective Time EMP Liabilities ”) shall be allocated to and vested in EMP.

Prior to the Effective Time, EMI and EMP shall pay and discharge their respective Liabilities in a due and timely manner. From and after the Effective Time, (i) EMP shall pay and discharge in full or cause to be paid and discharged in full, the EMP Assumed Liabilities and the Pre-Effective Time EMP Liabilities in a due and timely manner; and (ii) EMI shall pay and discharge in full, or cause to be paid and discharged in full, the EMI Retained Liabilities in a due and timely manner.

For purposes of this Plan, (a) “ Liabilities ” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable, or otherwise, or whether sounding in tort, contract, employment, administrative, tax, or any other area of law, and (b) “ Person ” means an individual, corporation, limited liability company, partnership (general, limited, or limited liability), trust, joint venture, or other entity.

This Plan, including as a part hereof all schedules and documents incorporated herein by reference,

is intended to provide for the allocation of all Liabilities of EMI and EMP.

All allocations of rights, titles, and interests to all real estate and other property shall be subject to all existing liens or other encumbrances thereon (except as released by express release prior to or upon the Effective Time) and all exceptions, easements, servitudes, rights-of-way, rights of use, releases, encroachments, reservations, joint ownership agreements, joint operating agreements, joint use agreements, options, and other agreements affecting such property as of the Effective Time, whether or not of record. All allocations of real and tangible personal property (movable or immovable) of EMI are made AS IS, WHERE IS, WITH ALL FAULTS, AND ALL WARRANTIES (EXPRESS AND IMPLIED) WITH RESPECT TO CONDITION, DEFECTS (LATENT OR PATENT), MERCHANTABILITY, HABITABILITY, AND FITNESS FOR ANY PURPOSE OF ANY ALLOCATED PROPERTY ARE EXPRESSLY DISCLAIMED. Each of EMI and EMP waives production of mortgage and conveyance certificates, tax researches, surveys, and any and all other certificates required by law or custom.

Following the Merger and implementation of this Plan, the shareholder of EMI shall continue to be the shareholder of EMI with the same ownership rights and interests as it had in EMI immediately prior to the Merger. In addition, following the Merger and implementation of this Plan, the member of EMP shall continue to be the member of EMP with the same ownership rights and interests as it had in EMP immediately prior to the Merger.

Following the Merger and implementation of this Plan, those persons identified as Directors on the attached Exhibit A shall be the Directors (as that term is defined in the Bylaws of EMI dated as of November 19, 2018) of EMI and those persons identified as Directors on Exhibit B shall be the Directors (as that term is defined in the EMP Company Agreement) of EMP and shall serve on the Board of Directors of the respective entity until such time that new Directors are elected for such entity.


9.	Following the Merger and implementation of this Plan, those persons identified as officers on the attached Exhibit A shall be the officers of EMI and those persons identified as officers on Exhibit B shall be the officers of EMP and shall serve as officers of the respective entity until such time that new officers are elected or appointed for such entity.

10.

To satisfy the requirements of Section 10.156(2) of the TBOC, EMP and EMI agree that each will be responsible for the timely payment of all of their respective fees and franchise taxes that would have been required by law to be paid by each of them for all periods prior to the Effective Time as if the Merger had not occurred, regardless of whether such fees and franchise taxes have not been timely paid. Each surviving entity shall be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.

11.

To the extent not released, EMP shall be the primary obligor for the EMP Assumed Liabilities under this Plan. To the extent not released, EMI shall have continuing liability on the EMP Assumed Liabilities to the extent provided by law, provided that, as between EMI and EMP, EMI shall have all rights of a surety against EMP as primary obligor for all payments made and costs incurred by EMI in respect of the EMP Assumed Liabilities. EMP shall indemnify, defend, save, and hold harmless EMI from and against, and shall reimburse EMI for any payments made and costs incurred by EMI, in respect of, the EMP Assumed Liabilities.


12.	At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights)

by either party to the Merger, without member or shareholder action, as applicable, by (a) execution of a statement of abandonment by any officer of such entity or in any other manner determined by the Board of Directors of such entity; and (b) if the Certificate of Merger has been filed but the Effective Time has not yet occurred, filing by the parties of a Certificate of Abandonment in accordance with the TBOC prior to the Effective Time.


13.	EMI reserves the right to amend, modify, or supplement this Plan (including Exhibits and Schedules, if any) and the Certificate of Merger prior to the Effective Time, and if such right is exercised this Plan and Certificate of Merger, as so amended, modified, or supplemented, shall be the Plan and Certificate of Merger that become effective as of the Effective Time.


14.	A copy of this Plan will be furnished by each surviving entity, on written request and without cost, to any shareholder of EMI or member of EMP, and to any creditor or obligee of either party to the Merger at the time of the Merger if such obligation is then outstanding.


15.	EMI and EMP will cause to be promptly and duly taken, executed, acknowledged, delivered, recorded, and filed all such further instruments, documents, and assurances as either may from time to time reasonably request to carry out more effectively the intent and purposes of this Plan.

16.

It is the intent of EMI and EMP that the assets and other property (tangible and intangible, movable and immovable) and the obligations allocated to and vested in EMP pursuant to this Plan include all rights, privileges, powers and franchises of EMI including, without limitation, any and all attorney-client privileges, work product doctrine and any other applicable privilege. Furthermore, EMI and EMP have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the allocation of assets, other property, and obligations pursuant to this Plan is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All assets, other property, and obligations allocated to and vested in EMP pursuant to this Plan, and the attorney-client relationships, work product, and communications relating to those assets, properties, and obligations that are entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE NEXT PAGE OF THIS DOCUMENT IS PAGE S-1.]

In witness whereof the parties to the Merger have executed this Plan of Merger as set forth above.

ENTERGY MISSISSIPPI, INC

By: /s/ Haley R. Fisackerly

Haley R. Fisackerly

President and Chief Executive Officer

ENTERGY MISSISSIPPI POWER AND LIGHT, LLC

By: /s/ Haley R. Fisackerly

Haley R. Fisackerly

President and Chief Executive Officer

SCHEDULE A

BANK ACCOUNTS ALLOCATED TO EMP

Bank Account Numbers are Confidential

SCHEDULE B

EQUITY INTERESTS HELD BY EMI ALLOCATED TO EMP



Entity	Ownership Percentage	Units

Entergy Power & Light Company	100%	75
The Light, Heat and Water Company of Jackson, Mississippi	100%	75
Jackson Gas Light Company	100%	360
EMI New Nuclear, LLC	100%	100

SCHEDULE C

BANK ACCOUNTS RETAINED BY EMI



Bank	Account Number	Account Name

	NONE

Bank Account Numbers are Confidential

EXHIBIT A

DIRECTORS AND OFFICERS OF EMI

Directors



	Title
Claudel, W. Dale	Director
Peebles, Eddie D.	Director

Officers



	Title
Claudel, W. Dale	President and Chief Executive Officer
Brown, Marcus V.	Executive Vice President and General Counsel
McNeal, Steven C.	Vice President and Treasurer
Wagner, Thomas G.	Secretary
Hinkson, Kenroy G.	Assistant Treasurer
Henderson, Joseph T.	Tax Officer

EXHIBIT B

DIRECTORS AND OFFICERS OF EMP

Directors



	Title
Fisackerly, Haley R.	Director
Hinnenkamp, Paul D.	Director
Marsh, Andrew S.	Director
West, Roderick K.	Director

Officers



	Title
Fisackerly, Haley R.	Chairman of the Board
Fisackerly, Haley R.	President and Chief Executive Officer
West, Roderick K.	Group President, Utility Operations
Brown, Marcus V., (Legal)	Executive Vice President and General Counsel
Marsh, Andrew S.	Executive Vice President and Chief Financial Officer
Henderson, Joseph T.	Senior Vice President and General Tax Counsel
Mount, Alyson M.	Senior Vice President and Chief Accounting Officer
Arledge, John H.	Vice President, Public Affairs
Fontan, Kimberly A.	Vice President, System Planning
Grenfell, Robert C.	Vice President, Regulatory Affairs, Mississippi
Jeter, James R.	Vice President, Distribution Operations
McNeal, Steven C.	Vice President and Treasurer
Falstad, Daniel T.	Secretary
Balash, Dawn A.	Assistant Secretary
Gray, Steven T.	Assistant Secretary
Lousteau, Stacey M.	Assistant Treasurer
Valladares, Mary Ann	Assistant Treasurer
Galbraith, Patricia A.	Tax Officer
Keppler, Mark A.	Tax Officer
Roberts, Rory L.	Tax Officer

Exhibit 3.4

AMENDED AND RESTATED COMPANY AGREEMENT OF

ENTERGY MISSISSIPPI, LLC

A TEXAS LIMITED LIABILITY COMPANY

EFFECTIVE AS OF DECEMBER 1, 2018

AMENDED AND RESTATED COMPANY AGREEMENT OF

ENTERGY MISSISSIPPI, LLC

A TEXAS LIMITED LIABILITY COMPANY

TABLE OF CONTENTS

Page

1. DEFINITIONS 1

2. ORGANIZATION 2

2.1. Formation. 2

2.2. Name. 2

2.3. Principal Place of Business. 2

2.4. Term. 2

2.5. Purposes. 2

2.6. Independent Activities of Directors, Members and Officers. 2

2.7. Contracts or Transactions Involving Interested Governing Persons or Officers. 3

2.8. Statutory Requirements. 3

3. CAPITAL 3

3.1. Units. 3

3.2. Registered Holders as Owners. 4

3.3. Record Dates. 4

3.4. Capital Contributions, Units, Ownership Percentage. 5

3.5. Additional Contributions; Acquisition of Additional Units. 5

3.6. Liability of Members. 6

3.7. No Preemptive Rights. 6

4. ALLOCATION OF INCOME, GAINS, AND LOSSES 6

5. election related to tax status. 6

5.1. Election to Change Tax Status. 6

6. COMPANY PROPERTY 6

6.1. Company Property. 6

7. DISTRIBUTIONS 7

7.1. In General. 7

7.2. Distributions on Termination of the Company. 7

7.3. Incorrect Payments. 7

7.4. Other Matters. 7

7.5. Amounts Withheld. 7

8. ACCOUNTING AND TAX MATTERS 7

8.1. Fiscal Year. 7

8.2. Method of Accounting. 8

8.3. Tax Returns. 8

9. BOARD OF DIRECTORS; Officers 8

9.1. Powers. 8

9.2. Restriction of Powers. 8

9.3. Number; Qualifications. 8

9.4. Election and Removal. 9

9.5. Extent of Directors’ Obligations. 9

9.6. Liability of Directors. 9

9.7. Duties of Directors. 9

9.8. Advisory Committee Members. 9

9.9. Officers. 10

10. INDEMNIFICATION 12

10.1. Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Company. 12

10.2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. 13

10.3. Authorization of Indemnification. 14

10.4. Good Faith Defined. 14

10.5. Indemnification by a Court. 15

10.6. Expenses Payable in Advance. 15

10.7. Nonexclusivity of Indemnification and Advancement of Expenses. 15

10.8. Insurance. 16

10.9. Certain Definitions. 16

10.10. Survival of Indemnification and Advancement of Expenses. 16

10.11. Limitation on Indemnification. 17

10.12. Indemnification of Advisory Committee Members, Employees and Agents. 17

10.13. Repeal or Modification. 17

10.14. Separability. 17

11. MEETINGS OF THE BOARD OF DIRECTORS AND MEMBERS 17

11.1. Place. 17

11.2. First Meeting of Board of Directors. 18

11.3. Regular Meetings. 18

11.4. Special Meetings. 18

11.5. Notice and Waiver of Notice. 18

11.6. Quorum of Directors, Acts of Board of Directors. 18

11.7. Committees. 19

11.8. Delegation. 19

11.9. Meetings of Members. 19

11.10. Action Without Meetings. 20

12. ADMISSION and withdrawal OF MEMBERS; TRANSFERS OF INTERESts. 20

12.1. Units Acquired Directly From The Company. 20

12.2. Right of Transferee to Become a Member. 20

12.3. Withdrawal by a Member. 20

13. DISSOLUTION AND TERMINATION 20

13.1. Causes of Dissolution. 20

13.2. Winding Up. 21

14. GENERAL PROVISIONS 22

14.1. Confidentiality of Company Records. 22

14.2. Applicable Law. 22

14.3. Binding Agreement. 22

14.4. Notices. 22

14.5. Variation of Pronouns. 23

14.6. Headings. 23

14.7. Entire Agreement. 23

14.8. Severability. 24

14.9. Incorporation by Reference. 24

14.10. Further Action. 24

14.11. Waiver of Partition. 24

14.12. Amendments. 24

14.13. Waivers. 24

14.14. Counterparts. 24

Amended and Restated Company Agreement of Entergy Mississippi, LLC 10

AMENDED AND RESTATED COMPANY AGREEMENT OF

ENTERGY MISSISSIPPI, LLC

A TEXAS LIMITED LIABILITY COMPANY

This Amended and Restated Company Agreement of ENTERGY MISSISSIPPI, LLC (the “ Agreement ”) is executed as of ____________, 2018 to be effective as of the date and upon such time on which the Certificate of Formation is filed with and accepted by the Texas Secretary of State (the “ Effective Date ”) by the Persons listed on Exhibit A as the Members for the purpose of organizing a Texas limited liability company on the terms and conditions set forth in the Certificate of Formation and in this Agreement.

1. DEFINITIONS

Subject to additional definitions contained in subsequent Articles of this Agreement which are applicable to specific Articles or Sections thereof, capitalized terms used in this Agreement have the meanings set forth below:

1.1 “ Act ” means the Texas Business Organizations Code, and any successor statute, as amended from time to time.

1.2. “ Agreement ” means this company agreement, as amended from time to time.

1.3. “ Certificate of Formation ” means the Certificate of Formation filed with the Secretary of State of the State of Texas pursuant to Section 3.005 of the Act, as amended and restated from time to time.

1.4. “ Code ” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

1.5. “ Company ” means the limited liability company formed under the Act pursuant to the Certificate of Formation and this Agreement.

1.6. “ Delegate ” shall have the meaning given to that term in Section 10.1 hereof.

1.7. “ Director ” means each Person designated or elected from time to time in accordance with this Agreement as a director of the Company. A Director shall be considered to be a “manager” of the Company as that term is used in the Act.

1.8. “ Majority in Interest of the Members ” at any time means Members holding Units entitled to vote on the matter in question whose voting rights have not been suspended or terminated and whose aggregate percentage ownership of Units exceed 50%.

1.9. “ Members ” means those Persons listed on Exhibit A attached hereto and made a part hereof and such other Persons as may become Members from time to time in accordance with this Agreement.

1.10. “ Person ” or “ person ” means any individual, partnership, corporation, trust, governmental unit, or other entity.

1.11. “ Regulations ” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

1.12. “ Units ” shall have the meaning given to that term in Section 3.1.

2. ORGANIZATION

2.1. Formation.

The parties to the Agreement hereby form a limited liability company to be governed by the Certificate of Formation, by this Agreement, and by the Act.

2.2. Name.

The name of the Company shall be Entergy Mississippi, LLC; provided, however, that (a) the Company’s business may be conducted under one or more assumed names deemed advisable by the Board of Directors, and (b) the Board of Directors in their sole discretion may change the name of the Company at any time and from time to time.

2.3. Principal Place of Business.

The principal place of business of the Company shall be at 308 East Pearl Street, Jackson, Mississippi, 39201 or at such location within or without the State of Mississippi as may be determined by the Board of Directors.

2.4. Term.

The term of the Company shall commence when the Certificate of Formation is filed with the Texas Secretary of State and shall continue until the Company is terminated under Article 13 of this Agreement.

2.5. Purposes.

The Company is organized for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Act.

2.6. Independent Activities of Directors, Members and Officers.

Except as otherwise agreed in writing or as arising out of an employment or other relationship outside of this Agreement, the Members, directly or through their respective affiliates, Directors and Officers (as defined below) may, notwithstanding this Agreement, engage in whatever activities they choose, whether or not those activities are competitive with those of the Company, without having or incurring any obligation to offer any interest in such activities to the Company or any Member.

2.7. Contracts or Transactions Involving Interested Governing Persons or Officers.

Without limitation of any other law or principle that validates interested party transactions, a contract or transaction between the Company and a Person described in Section 101.255 of the Act is presumed fair to the Company when authorized, approved or ratified by the Board of Directors or a responsible Officer if such contract or transaction (a) has been authorized or approved by, or is subject to the authorization or approval of, the Federal Energy Regulatory Commission (“ FERC ”), the Mississippi Public Service Commission, any other retail regulator or commission with jurisdiction over the Company, such Person, the contract or transaction (each a “ Governmental Authority ”), (b) is pursuant to or in compliance with any order of a Governmental Authority, or (c) is pursuant to a FERC-approved tariff such as the tariff of the Midcontinent Independent System Operator, Inc. regional transmission organization. The fact that any Governmental Authority shall subsequently deny recovery of any cost or expense under or related to any such contract or transaction in the Company’s rates or determine that such cost or expense was not prudently incurred shall not alter the presumption that such contract or transaction was fair to the Company when authorized, approved or ratified.

2.8. Statutory Requirements.

The Company’s organizer has caused the Certificate of Formation to be executed and filed with the Secretary of State of the State of Texas. The Board of Directors may file a Certificate of Amendment to the original Certificate of Formation and any other certificates of amendment as may be authorized by a vote of a Majority in Interest of the Members.

3. CAPITAL

3.1. Units.

Membership interests in the Company shall be designated as Units (“ Units ”). There shall be one class of Units referred to as Common Units. The Company is authorized to issue a total of one thousand (1,000) Common Units. The Company may issue to its Members a certificate representing the Units owned by each Member. Such certificate shall be signed on behalf of the Company by the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, certifying the number of Units owned by each Member. The certificates shall be consecutively numbered and shall be entered in the books of the Company or the records of a registrar or transfer agent, if the Company elects to retain the services of a registrar or transfer agent, as they are issued. If any Officer of the Company shall have ceased to be such Officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such Officer at the date of issue.

Each Unit and the related membership interest will constitute a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code (including Section 8.103 thereof) as in effect from time to time in the State of Texas. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Texas (the “ UCC ”), such provision of Article 8 of the UCC shall control.

The Board of Directors or any Officer authorized by the Board of Directors for such purposes may direct a new certificate to be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the Board of Directors or such authorized Officer may, in his or her discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as they, he or she deems expedient and may require such indemnities as he or she deems adequate to protect the Company from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

Units shall be transferable only on the books of the Company by the holder thereof in person or by his or her duly authorized attorney. Upon surrender to the Company or the transfer agent of the Company of a certificate for Units duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the Company.

3.2. Registered Holders as Owners.


3.2.1.	The Company may regard the person in whose name any Units issued by the Company are registered in the transfer records of the Company at any particular time as the owner of those Units at that time for purposes of voting those Units, receiving distributions thereon or notices

in respect thereof, transferring those Units, exercising rights relating thereto, or giving proxies with respect to those Units; and


3.3.2.	Neither the Company nor any of its Officers, Directors, employees, or agents shall be liable for regarding that person as the owner of those Units at that time for those purposes, regardless of whether that person possesses a certificate for those Units.

3.3 Record Dates.

For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or entitled to receive a distribution by the Company, or in order to make a determination of Members for any other purpose (other than determining Members entitled to consent to action by Members proposed to be taken without a meeting of Members), the Board of Directors may provide that the transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the transfer records shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than sixty (60) days and, in the case of a meeting of Members, not less than ten (10) days, prior to the date on which the particular action requiring such determination of Members is to be taken. With respect to any record date, the record ownership of Units as of such date shall be determined as of the opening of business on such date. If the transfer records are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members, or Members entitled to receive a distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the transfer records and the stated period of closing has expired.

Whenever action by Members is proposed to be taken by consent in writing without a meeting of Members, the Board of Directors may fix a record date for the purpose of determining Members entitled to consent to that action, which shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is not required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, registered agent, principal place of business, an Officer or agent having custody of the books in which proceedings of meetings of Members are recorded, or any transfer agent, registrar, or exchange agent, if applicable. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the Secretary or principal executive officer of the Company. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

3.4 Capital Contributions, Units, Ownership Percentage.

The total capital contributions, number of Units owned by each, and ownership percentage of the Members, are as set forth in Exhibit A hereto.

3.5. Additional Contributions; Acquisition of Additional Units.

The Members are not required to make any additional capital contribution to the Company. The Members may acquire additional Units in the Company upon the payment to the Company of the subscription price for the Units acquired by the Member, as established from time to time by the Board of Directors.

3.6. Liability of Members.

The Members shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, a liability under a judgment, decree or order of a court.

Except as otherwise expressly agreed in writing, no Member in its capacity as such shall have any fiduciary duty of any kind toward the Company or any other Member. No measure of control over the Company’s business, and no special knowledge, held by a Member will impose on that Member in its capacity as such any fiduciary duty of any kind toward the Company or any other Member. Except as otherwise expressly agreed in writing, no arrangement or relationship between a Member and the Company or between that Member and another Member will create for any other Member in its capacity as such a fiduciary duty toward the Member having such an arrangement or relationship.

3.7. No Preemptive Rights.

Except as otherwise provided in this Agreement, no Member shall have any preemptive, preferential, or other right with respect to the issuance or sale of Units that may be issued or sold by the Company.

4. ALLOCATION OF INCOME, GAINS, AND LOSSES

The Company shall initially be a disregarded entity for federal tax purposes and all items of income, gain, loss and deduction shall be allocated to its sole member.

5. ELECTION RELATED TO TAX STATUS.

5.1. Election to Change Tax Status.

The Company shall initially be a disregarded entity for federal tax purposes, provided however that the Members will have the power to subsequently make an election for the Company to be classified as an association to be taxed as a corporation for income tax purposes in accordance with the provisions of Income Tax Regulation § 301.7701-3(c) and the provisions of Regulation § 301.7701-3(g), as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). Any action to make any such election shall require the unanimous consent of the Members.

6. COMPANY PROPERTY

6.1. Company Property.

Property, whether real, personal or mixed and whether tangible or intangible, owned or purchased by the Company shall be held and owned, and conveyance shall be made, in the name of the Company.

7. DISTRIBUTIONS

7.1. In General.

Distributions shall be made to the Members from time to time as the Board of Directors may determine in their discretion in direct proportion to each Member’s ownership of Units. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 101.206 of the Act.

7.2. Distributions on Termination of the Company.

Distributions on termination of the Company shall be made in accordance with Section 13.2.

7.3. Incorrect Payments.

To the extent any payment made to a Member is incorrectly paid, as determined by the Company’s financial statements, any Member who receives more than should have been paid to such Member shall promptly repay to the Company the amount of any such incorrect payment, and any such repaid amounts shall be applied, retained, or redistributed pursuant to the Agreement or as determined by the Board of Directors.

7.4. Other Matters.

The Board of Directors or any Officer authorized by the Board of Directors for such purposes may compromise or release any obligation of a Member (or a Member’s legal representative or successor) to make a contribution to the Company, to otherwise pay cash or transfer property to the Company, or to return cash or property paid or distributed by the Company to the Member in violation of the Act, the Certificate of Formation, or this Agreement.

7.5. Amounts Withheld.

All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to any Member shall be treated as amounts distributed to that Member pursuant to this Article 7 for all purposes under this Agreement. The Board of Directors may allocate any such amounts among the Members in any manner that is in accordance with applicable law.

8. ACCOUNTING AND TAX MATTERS

8.1. Fiscal Year.

The fiscal year of the Company shall be the fiscal year selected by the Board of Directors.

8.2. Method of Accounting.

The books of the Company, for both tax and financial reporting purposes, shall be kept on the method of accounting selected by the Board of Directors.

8.3. Tax Returns.

The Board of Directors shall cause Company tax returns to be prepared and filed with appropriate authorities on a timely basis.

9. BOARD OF DIRECTORS; Officers

9.1. Powers.

Except and to the extent that the Act, the Certificate of Formation, or this Agreement shall reserve the same to the Members in whole or in part or otherwise restrict the powers of the Board of Directors, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Directors who shall comprise the Board of Directors of the Company. If there are two or more Directors, any action of the Board of Directors shall be taken by the vote of a majority of the Directors then serving and present at a meeting at which a quorum is present (unless another percentage is required by the Act, the Certificate of Formation, or this Agreement), each such Director having one vote. The Directors shall not be agents of the Company for the purpose of its business pursuant to Section 101.254 of the Act, and shall not individually have the authority to act for the Company or otherwise bind the Company.

9.2. Restriction of Powers.

The Board of Directors shall have no authority to merge or dissolve the Company, liquidate it, or dispose of substantially all of its property without the unanimous approval of the Members.

9.3. Number; Qualifications.

The Board of Directors of the Company shall consist of one or more Persons. The number of Persons serving as Directors on the Board of Directors shall be fixed from time to time by written consent of a Majority in Interest of the Members. The initial number of Directors shall be four and are listed on Schedule B attached hereto. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the State of Texas nor Members of the Company. Schedule B attached hereto shall be amended from time to time by the Board of Directors to reflect the current Directors, and any such amendment to the information contained therein made in accordance with the provisions of this Section 9.3 shall not constitute an amendment of this Agreement. Each Director elected, designated or appointed by the Members shall hold office until his or her successor is elected and qualified or until such Director’s earlier death, resignation or removal.

9.4. Election and Removal.

The Persons serving as Directors on the Board of Directors shall be elected and removed from time to time, with or without cause, by a Majority in Interest of the Members. Any vacancy occurring in the Board of Directors other than as a result of the removal of a Director by the Members may be filled for the remainder of any unexpired term, if any, by a majority vote of the remaining Directors even if the number of remaining Directors does not constitute a quorum.

9.5. Extent of Directors’ Obligations.

The Directors shall devote to the Company such time as may be necessary for the proper performance of all Director duties hereunder, but the Directors shall not be required to devote themselves full time to the performance of such duties unless required to do so by another agreement.

9.6. Liability of Directors.

The Directors shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, a liability under a judgment, decree or order of a court.

9.7. Duties of Directors.

Except as provided in this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the Act in exercising their rights and performing their duties under this Agreement.

9.8. Advisory Committee Members.

The Board of Directors may appoint one or more individuals to an Advisory Committee to the Company (each an “ Advisory Committee Member ”). Advisory Committee Members may be called upon individually or as a group by the Board of Directors or Officers of the Company to give advice and counsel to the Company, Directors and Officers. The Advisory Committee Members shall not be Directors for purposes of this Agreement or “managers” for purposes of the Act and shall have no authority to act, to enter into any contract, to incur any liability or make any representation or warranties on behalf of the Company. The Directors shall have no obligation to consult with or seek any advice of the Advisory Committee Members with respect to any action taken by the Board of Directors for such action to be valid. Advisory Committee Members shall receive from the Company such remuneration as shall be fixed by the Board of Directors. Terms of the Advisory Committee Members shall expire on the day of the Annual Meeting of the Company, provided, however, that Advisory Committee Members shall serve at the pleasure of the Board of Directors and may be removed at any time with or without cause by a vote of the Board of Directors. For purposes of Article 10 hereof (Indemnification), the Board of Directors may authorize that the Advisory Committee Members of the Company may enjoy the same rights and privileges as Directors of the Company. The Company may require any Advisory Director to enter into an agreement with respect to its duties and obligations from time to time as a condition of their appointment. The Board of Directors may take action to more particularly describe the duties and roles of the Advisory Committee Members by adopting a charter for an Advisory Committee so long as such charter is not inconsistent with the Act or this Section 9.8.

9.9 Officers.


9.9.1.	General . The Board of Directors may select natural persons to be designated as officers of the Company (“ Officers ”), with such titles as the Board of Directors shall determine in its

sole discretion. Any number of offices may be held by the same person. The Officers shall hold office until their successors are chosen and qualify. The initial Officers are listed on Schedule C attached hereto. Schedule C attached hereto shall be amended from time to time by the Board of Directors to reflect the current Officers. Any such amendment to the information contained therein made in accordance with the provisions of this Section shall not constitute an amendment of this Agreement nor shall it be a condition to the appointment of any Officer. Officers and agents shall have such authority and perform such duties in the management of the Company as may be provided by the Act or this Agreement or as shall be determined from time to time by resolution of the Board of Directors not inconsistent with this Agreement.

The duties and authorities of the following Officers shall be as set forth below:


(a)	Chair of the Board . The Chair of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors upon written directions given to him or her pursuant to resolutions duly adopted by the Board of Directors.


(b)	The Chief Executive Officer . The Chief Executive Officer or, if no Chief Executive Officer is elected, the President, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the day-to-day business and affairs of the Company.

(c)

The President . The President shall perform all duties incident to the office of president of a corporation organized under the Act and such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chief Executive Officer. In the absence of a Chief Executive Officer, the President shall be the chief executive officer of the Company, shall have general and active management of the business and affairs of the Company, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall preside at all meetings of the Members and at all meetings of the Board of Directors in the absence or disability of the Chair of the Board. The President shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this Agreement or the Board of Directors to some other person.


(d)	Vice Presidents . Each Vice President shall have such powers and shall perform such duties incident to the offices of a vice president of a corporation organized under the Act and such other duties from time to time as may be conferred upon or assigned to him or her by the Board of Directors or as may be delegated to him or her by the Chief Executive Officer or the President.

(e)

Secretary . The Secretary shall attend all meetings of the Members and all meetings of the Board of Directors and record all the proceedings of the meetings of the Members and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for any standing committees of the Board of Directors when required. The Secretary shall cause notices of all meetings of the Members and the Board of Directors to be given in accordance with this Agreement, shall be custodian of the records and the

seal, if any, of the Company, and shall cause the Company seal, if any, to be affixed to all documents the execution of which under seal is duly authorized, and when the Company seal is so affixed, may attest to the same. The Secretary shall perform such other duties as are incident to the office of secretary of a corporation organized under the Act or as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary shall be. The Board of Directors may appoint one or more Assistant Secretaries to perform the duties of the Secretary.

(f)

Treasurer . The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, receipts and disbursements of the Company and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Company in such banks, trust companies or other depositories as shall, from time to time, be designated by the Board of Directors or by the Treasurer if so authorized by the Board of Directors. The Treasurer: (A) may endorse for collection on behalf of the Company checks, notes and other obligations, (B) may sign receipts and vouchers for payments made to the Company, (C) may, singly or jointly with another person as may be authorized by the Board of Directors, sign checks on the Company’s accounts and pay out and disburse the funds of the Company under the direction of the Board of Directors, taking proper vouchers for such disbursements, and (D) shall render or cause to be rendered to the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Treasurer shall perform such other duties as are incident to the office of treasurer of a corporation organized under the Act or as may be assigned from time to time by the Chief Executive Officer, the President or the Board of Directors. The Board of Directors may appoint one or more Assistant Treasurers to perform the duties of the Treasurer.


(g)	Tax Officers . One or more Tax Officers shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Company.


(h)

9.9.2.

Officers as Agents; Delegation . The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board of Directors not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Officers taken in accordance with such powers shall bind the Company. The Board of Directors may from time to time delegate additional authorities and responsibilities to one or more officers and agents.


9.9.3.	Duties of Officers . Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the Act.


9.9.4.	Liability of Officers . The Officers shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, a liability under a judgment, decree or order of a court.

10. INDEMNIFICATION

10.1. Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Company.

Subject to Section 10.3 of this Article 10, the Company shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a Director or Officer of the Company, or is or was a Director or Officer of the Company serving at the request of the Company as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter referred to as a “ Delegate ”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement that are reasonable and actually incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

In the event that a person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by such person, the indemnification (i) is limited to reasonable expenses actually incurred by the person in connection with the proceeding, (ii) shall not include a judgment, penalty, fine, or any excise or similar tax, including excise tax assessed against the person with respect to an employee benefit plan, and (iii) shall not be made (even as to expenses) in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Company, for breach of his or her duty of loyalty owed to the Company, or for an act or omission not committed in good faith that constitutes a breach of a duty owed by him or her to the Company.

10.2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company.

Subject to Section 10.3 hereof and to the maximum extent permitted by law, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a Director or Officer of the Company or a Delegate against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application

that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

10.3. Authorization of Indemnification.

Any indemnification of a Director or Officer under this Article 10 (unless ordered by a court) shall be made by the Company upon a determination that indemnification of the Director or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.1 or Section 10.2 of this Article 10, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made (i) by the Board of Directors by a majority vote of those Directors who at the time of the vote are disinterested and independent regardless of whether such directors constitute a quorum, or (ii) by majority vote of a committee of the Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the Directors who are disinterested and independent constitute a quorum and consisting solely of one or more Directors who are disinterested and independent, or (iii) by special legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, or (iv) by the Members of the Company in a vote that excludes the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote of the Members. To the extent, however, that current or former Director or Officer of the Company or Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.

10.4. Good Faith Defined.

For purposes of any determination under Section 10.3 of this Article 10, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Company or another enterprise, or on information supplied to him or her by the Officers of the Company or the officers of another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise” as used in this Section 10.4 shall mean any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary. The provisions of this Section 10.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 10.1 or 10.2 of this Article 10, as the case may be.

10.5. Indemnification by a Court.

Notwithstanding any contrary determination in the specific case under Section 10.3 of this Article 10 and notwithstanding the absence of any determination thereunder, any current or former Director or Officer or Delegate may apply to any court of competent jurisdiction in the State of Texas for indemnification to the extent otherwise permissible under Sections 10.1 and 10.2 of this Article 10. Such court may order indemnification to the extent the court determines that such person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. Notice of any application for indemnification pursuant to this Section 10.5 shall be given to the Company promptly upon the filing of such application. If such application is successful, in whole or in part, the Director or Officer or Delegate seeking indemnification shall also be entitled to be paid the expense of securing the indemnification. Indemnification ordered by a court may be limited to the extent provided in Section 8.052 of the Act.

10.6. Expenses Payable in Advance.

Expenses incurred by a present Director or Officer or Delegate in defending or investigating a threatened or pending action, suit or proceeding described above shall be paid by the Company in advance of the final disposition of such action, suit or proceeding without making the determinations required under Section 10.3 hereof within fourteen days after receipt by the Company of a written statement from such Director or Officer or Delegate requesting such an advancement, together with a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under Section 10.3 hereof in addition to an undertaking, if required by law at the time of such advance, by or on behalf of such Director or Officer or Delegate to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Article 10 or otherwise prohibited from being indemnified.

10.7. Nonexclusivity of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by or granted pursuant to this Article 10 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any governing document, agreement, contract, vote of members or disinterested Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his or her official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Company that indemnification of the persons specified in Sections 10.1 and 10.2 of this Article 10 shall be made to the fullest extent permitted by law. The provisions of this Article 10 shall not be deemed to prelude the indemnification of any person who is not specified in Sections 10.1 or 10.2 of this Article 10 but whom the Company has the power or obligation to indemnify under the provisions of the Act, or otherwise.

10.8. Insurance.

The Company may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Company or a Delegate against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act or the provisions of this Article 10. The Company may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the

Company, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons.

10.9. Certain Definitions.

For purposes of this Article 10, references to “the Company” shall include, in addition to the resulting company, any constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, managers, and officers, so that any person who is or was a director or officer of such constituent entity, or is or was a director, manager, or officer of such constituent entity serving at the request of such constituent entity as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article 10 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. For purposes of this Article 10, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a Director or Officer of the Company which imposes duties on, or involves services by, such Director or Officer with respect to an employee benefit plan, its participants or beneficiaries; a person who acted in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article 10; and an action taken or omitted by a Delegate for a purpose reasonably believe by the person to be in the interest of the other enterprise or its owners or members is for a purpose that is “not opposed to the best interest of the enterprise” as referred to in this Article 10.

10.10. Survival of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 10 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

10.11 Limitation on Indemnification.

Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 10.5 hereof), the Company shall not be obligated to indemnify any Director or Officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Company.

10.12. Indemnification of Advisory Committee Members, Employees and Agents.

The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to Directors, Advisory Committee Members, Officers, employees and agents of the Company or of its wholly or partially owned, direct or indirect affiliated or subsidiary companies similar to those conferred in this Article 10 to Directors and Officers of the Company.

10.13. Repeal or Modification.

All rights to indemnification and to advancement of expenses under this Article 10 shall be deemed to be a contract between the Company and each Director and Officer who serves or has served in any such capacity, and each other person as to whom the Company has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Act or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such Director, Officer or other person as to whom the Company has agreed to grant indemnity, or the obligations of the Company, arising hereunder for claims relating to matters occurring prior to such repeal or modification.

10.14. Separability.

If this Article 10 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Director and Officer, and each employee, agent and other person as to whom the Company has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article 10 that shall not have been invalidated and to the full extent permitted by applicable law.

11. MEETINGS OF THE BOARD OF DIRECTORS AND MEMBERS

11.1. Place.

Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas. Meetings may be held by telephonic conference.

11.2. First Meeting of Board of Directors.

After the Certificate of Formation is filed by the Secretary of State, an organizational meeting of the initial Directors named as the initial “managers” in the Certificate of Formation shall be held, either within or without the State of Texas, at the call of a majority of the Directors named as “managers” in the Certificate of Formation, for the purpose of submitting this Agreement for adoption by the Company, and transacting such other business as may come before the meeting. The Directors calling the meeting shall give at least one day’s notice thereof to each Director so named, stating the time and place of the meeting.

11.3. Regular Meetings.

Regular meetings of the Board of Directors may be held with or without notice, unless notice is required under this Agreement, and at such time and at such place as shall from time to time be determined by the Board of Directors.

11.4. Special Meetings.

Special meetings of the Board of Directors may be called by any Director. Notice of each special meeting of the Board of Directors shall be given to each Director at least 24 hours before the date of the meeting.

11.5. Notice and Waiver of Notice.

Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any Director, whether or not attending, may waive notice by the execution of a written waiver. Except as may be otherwise provided by this Agreement, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

11.6. Quorum of Directors, Acts of Board of Directors.

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, unless a different number or percentage is required by the Act, the Certificate of Formation or this Agreement. If a quorum shall not be present at any meeting of Board of Directors, the Directors present at that meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any sub-committee thereof may be taken without a meeting if all members of the Board of Directors or sub-committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or sub-committee. Any and all actions of the Board of Directors must be taken at a duly authorized meeting of the Board of Directors or upon unanimous written consent of the Board of Directors.

11.7. Committees.

The Board of Directors, by resolution, may designate from among the Directors one or more committees, each of which shall be comprised of one or more of the Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set out in Section 101.253 of the Act and the provisions of this Agreement. The Board may take action to establish a committee by adopting a charter for such committee which describes the duties and obligations of such committee and its members so long as such charter is not inconsistent with the Act or this Section 11.7.

11.8. Delegation.

The Board of Directors may from time to time delegate specific authorities and responsibilities to one or more Directors who, pursuant to such delegations, will have the power to exercise such responsibilities and the obligation to fulfill such responsibilities without the joinder or consent of the other Directors.

11.9. Meetings of Members.

An annual meeting of the Members shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months after the last annual meeting of Members, but failure to hold any such annual meeting shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. Members holding at least an aggregate 20% of all Units, or any Director, may also call a meeting of the Members. All such meetings shall be held not less than ten (10) nor more than sixty (60) days after the date of written notice thereof, at such place in or outside of Texas as the notice shall specify. The notice shall describe the matters to be considered

at the meeting, and no matter other than those described in the notice may be taken up at the meeting. Members holding a Majority in Interest of the Members shall constitute a quorum. Any Member attending the meeting shall be deemed to have waived notice thereof unless he or she is attending for the exclusive purpose of objecting to the validity of the meeting. Any Member, whether or not attending, may waive notice by the execution of a written waiver. If all Members waive notice, a meeting shall be valid even though proper or timely notice thereof may not have been given, and any matter may be considered at such a meeting whether or not described in the notice of the meeting. Nothing in this Section 11.9 will create or enlarge any voting right with respect to any Units whose voting rights have been limited or eliminated.

11.10. Action Without Meetings.

As provided in Section 6.202 of the Act and subject to the timing and notice requirements of that section, any action required or permitted to be taken at any meeting of the Members may be taken without holding a meeting, providing notice, or taking a vote if a written consent stating the action taken is executed by the Members having at least the minimum number of votes that would be necessary to take such action at a meeting at which all Members entitled to vote on the action are present and vote. Nothing in this Section 11.10 will create or enlarge any voting right with respect to any Units whose voting rights have been limited or eliminated.

12. ADMISSION and withdrawal OF MEMBERS; TRANSFERS OF INTERESts.

12.1. Units Acquired Directly From The Company.

After the formation of the Company, the Board of Directors may admit any Person as a new Member upon the payment to the Company of the consideration for the Units acquired by him, as established from time to time by the Board of Directors. Any Person becoming a Member shall execute, a written acknowledgment that he or she has read this Agreement, the Certificate of Formation, and all amendments hereto and thereto and that he or she agrees to be bound by the terms of the Company Agreement.

12.2. Right of Transferee to Become a Member.

A transferee of all or part of a Member’s Membership Interest whose ownership is recorded in the transfer records of the Company in accordance with Section 3.1 hereof shall become a Member, and shall have all of the rights and privileges arising out of or associated with the assigned Membership Interest, without any further action of the Company, the Board of Directors, or the Members. The assignor of such Membership Interest will cease to be a Member upon the effectiveness of the assignment when recorded in the transfer records of the Company in accordance with Section 3.1 hereof.

Any Person becoming a substituted Member shall pay the reasonable costs of such substitution incurred by the Company.

12.3. Withdrawal by a Member.

No Member may withdraw from membership in the Company prior to the dissolution and winding up of the Company without the written consent of the Members. If consent is given, the withdrawal shall be on such terms and conditions as the Board of Directors may deem appropriate in their sole discretion.

13. DISSOLUTION AND TERMINATION

13.1. Causes of Dissolution.

The Company shall be dissolved upon the earliest to occur of the following:


13.1.1.	The unanimous agreement of the Members that the Company should be dissolved;


13.1.2.	The retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event that terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Act; or


13.1.3.	Entry of a decree of judicial dissolution under Section 11.051(5) of the Act.

13.2. Winding Up.

Upon the dissolution of the Company, unless the business of the Company is continued as provided in Section 13.1.2 of this Agreement, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its property, and satisfying the claims of its creditors and Members. No Director shall have the authority to take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. The Board of Directors (or, in the event there is no remaining Director, any Person elected by a Majority in Interest of the Members) shall be responsible for overseeing the winding up of the Company and shall take full account of the Company’s liabilities and property. The Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:


13.2.1.	First, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than the Members;


13.2.2.	Second, to the payment and discharge of all of the Company’s debts and liabilities to the Members; and


13.2.3.	Thereafter, the balance, if any, to the Members in proportion to their ownership of Units.

In the discretion of the Board of Directors or other person in charge of winding up, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 13 may be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contested, contingent, or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members, from time to time, in the

reasonable discretion of the Board of Directors or other person in charge of winding up, in the same proportions among the Members as such amount would have been distributed directly from the Company pursuant to this Agreement.

14. GENERAL PROVISIONS

14.1. Confidentiality of Company Records.

No Member or assignee of a Member (or representative of either) shall have a right under the Act or this Agreement to inspect, examine, copy, or receive a disclosure of any of the Company’s information, documents, or records except for a proper purpose. In response to any request (even if for a proper purpose) by a Member or assignee of a Member (or representative of either) for such an inspection, examination, copying, or disclosure, the Company may deny access by such Member or assignee of a Member (or representative of either) to any information, document, or record that is not described in Section 101.502(a) of the Act and that the Board of Directors (or any officer to whom the authority of this Section shall have been delegated) determines (a) contains or discloses information in the nature of trade secrets, (b) is required to be kept confidential by the Company or any affiliate by law or by agreement with any third party, or (c) is information the disclosure of which is not the best interests of or could damage the Company or any of its affiliates. Additionally, the Company may require any Member or assignee of a Member (or representative or either) requesting (even if for a proper purpose) an inspection, examination, copying, or disclosure of any of the Company’s information, documents, or records (including information, documents, and records described in Section 101.502(a) of the Act) to enter into a confidentiality or non-disclosure agreement prior to receiving any requested information, documents, or records.

14.2. Applicable Law.

The Agreement and the rights, interests, and obligations of the Members with respect to the Company shall be governed by, interpreted, construed, and enforced in accordance with the Act, and as made applicable by the Act, the other laws of the State of Texas.

14.3. Binding Agreement.

Subject to the restrictions on transfers set forth in Article 12, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

14.4. Notices.

Any notice, request, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Person or to an officer of the Person to whom the same is directed, or sent by regular, registered, or certified mail, by overnight courier, or by telecopy, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Board of Directors and Members:

if to the Board of Directors, addressed to:

Entergy Mississippi, LLC

308 East Pearl Street

Jackson, Mississippi 39201

Attn: Board of Directors

if to a Member, addressed to the Member at the address set forth on Exhibit A .

Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally or if sent by overnight courier, telecopy, or regular mail, or three days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, if sent by registered or certified mail, postage and charges prepaid. If an attempt to give notice by facsimile transmission fails because of any problem with the recipient’s designated facsimile number or facsimile equipment, such notice will nevertheless be considered to have been effected on the day of that attempted transmission if it is also transmitted that day by overnight delivery to the recipient and is actually received on the next following business day. Any Person may from time to time specify a different address by notice to the Board of Directors and Members.

14.5. Variation of Pronouns.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the Person or Persons may require. The use of the singular shall include a reference to the plural and vice-versa unless the context clearly requires otherwise.

14.6. Headings.

The cover page, table of contents, titles of articles, section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

14.7. Entire Agreement.

The Agreement, together with the Certificate of Formation, contains the entire agreement between the parties hereto relative to the formation and operation of the Company. The Agreement supersedes any prior understanding or oral or written agreement between the parties respecting the subject matter of the Agreement.

14.8. Severability.

Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

14.9. Incorporation by Reference.

Every exhibit, schedule, and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

14.10. Further Action.

Each Member, upon the request of the Board of Directors, agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

14.11. Waiver of Partition.

To the maximum extent permitted under applicable law, each Member hereby irrevocably waives the right, if any, to partition the property and/or any other assets of the Company.

14.12. Amendments.

Except as otherwise specifically provided in the Agreement, no amendment, modification, or change of the Agreement, or any part thereof, shall be valid and effective unless made in writing and signed by all of the Members.

14.13. Waivers.

Except where a specific time period is provided hereunder for the exercise of a right or remedy, any party’s forbearance in the exercise or enforcement of any right or remedy under this Agreement will not constitute a waiver thereof, and a waiver under one circumstance will not constitute a waiver under any other circumstance.

14.14. Counterparts.

The Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[The remainder of this page is intentionally left blank.

The next page of this document is S-1]

Executed to be effective as set forth above:

MEMBER :



ENTERGY UTILITY HOLDING COMPANY, LLC


By: /s/ Roderick K. West
Name: Roderick K. West Title: President and Chief Executive Officer

EXHIBIT A



Member’s Name and Address	Initial Contribution	Units	Initial Percentage Ownership

Entergy Utility Holding Company, LLC 639 Loyola Avenue New Orleans, Louisiana 70113	$1,000.00	100 Common	100%

SCHEDULE B

Board of Directors



Name	Title
Haley R. Fisackerly	Director
Paul D. Hinnenkamp	Director
Andrew S. Marsh	Director
Roderick K. West	Director

SCHEDULE C

OFFICERS



Name	Title
Haley R. Fisackerly	Chairman of the Board, President and Chief Executive Officer
Roderick K. West	Group President, Utility Operations
Marcus V. Brown	Executive Vice President and General Counsel
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
John H. Arledge	Vice President, Public Affairs
Kimberly A. Fontan	Vice President, System Planning
Robert C. Grenfell	Vice President, Regulatory Affairs, Mississippi
James R. Jeter	Vice President, Customer Service
Steven C. McNeal	Vice President and Treasurer
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Steven T. Gray	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Mark A. Keppler	Tax Officer
Rory L. Roberts	Tax Officer

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF FORMATION OF

ENTERGY UTILITY ENTERPRISES, INC.

The undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Organizations Code, hereby adopts the following Certificate of Formation for such corporation:

ARTICLE I.

The name of the corporation is Entergy Utility Enterprises, Inc.

ARTICLE II.

The type of entity is a for-profit corporation.

ARTICLE III.

The corporation was formed under a plan of conversion, under which Entergy Mississippi, Inc., 308 E. Pearl St., Jackson, MS 39201, previously formed as a corporation under Mississippi law on January 2, 1963, filed a certificate of conversion to change its state of incorporation from Mississippi to Texas and convert to a Texas corporation.

ARTICLE IV.

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be organized under the Texas Business Organizations Code.

ARTICLE V.

The period of its duration is perpetual.

ARTICLE VI.

The aggregate number of shares that the corporation shall have authority to issue is 12,000,000 shares with no par value. All such shares shall be designated as Common Stock.

ARTICLE VII.

Whenever, with respect to any action to be taken by the shareholders of the corporation, any provision of the Texas Business Organizations Code would require the vote or concurrence of the holders of shares (or of any class or series thereof) having more than a majority of the votes entitled to be cast thereon, only the vote or concurrence of the holders of shares (or of such class or series) having a majority of the votes entitled to be cast thereon shall be required with respect to any such action.

ARTICLE VIII.

A special meeting of the shareholders of the corporation may be called by the chairman of the board, the chief executive officer, the president, or by one or more shareholders holding not less than twenty (20) percent of all the shares entitled to vote at such meeting.

ARTICLE IX.

Pursuant to Section 6.202 of the Texas Business Organizations Code, the shareholders of the corporation may take action without holding a meeting, providing notice, or taking a vote if (a) shareholders having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each shareholder entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken, and (b) the consent or consents and the corporation comply with the requirements set forth in the Texas Business Organizations Code.

ARTICLE X.

No director of this corporation shall be liable to the corporation or its shareholders for monetary damages for an act or omission occurring in the director's capacity as a director, except to the extent the statutes of the State of Texas expressly provide that the director's liability may not be eliminated or limited. Any repeal or amendment of this Article that increases the liability of a director shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or amendment.

ARTICLE XI.

The street address of its initial registered office is 2001 Timberloch Place, 2nd Floor, The Woodlands, Texas 77380, and the name of its initial registered agent at that address is Thomas G. Wagner.

ARTICLE XII.

The number of initial directors who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified is four (4). The names and addresses of the initial directors are:



Name	Address

Paul D. Hinnenkamp	639 Loyola Avenue, 28 ^th Floor New Orleans, Louisiana 70113

Haley R. Fisackerly	308 East Pearl Street Jackson, MS 39201

Andrew S. Marsh	639 Loyola Avenue, 28 ^th Floor
	New Orleans, Louisiana 70113

Roderick K. West	639 Loyola Avenue, 28 ^th Floor
	New Orleans, Louisiana 70113

ARTICLE XIII.

The name and address of the incorporator is:



Daniel T. Falstad	639 Loyola Avenue, 26 ^th Floor New Orleans, Louisiana 70113

ARTICLE XIV.

This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is December 1, 2018 at 12:01 A.M. Central Standard Time.

EXECUTION

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

Date: November 26, 2018

/s/ Haley R. Fisackerly_________

Haley R. Fisackerly

President and Chief Executive Officer

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

ENTERGY UTILITY ENTERPRISES, INC.

Dated Effective as of

December 1, 2018

AMENDED AND RESTATED BYLAWS OF

ENTERGY UTILITY ENTERPRISES, INC.

TABLE OF CONTENTS

1. OFFICES. 2


1.1.	Principal Office. 2


1.2.	Other Offices. 2

2. MEETINGS OF SHAREHOLDERS. 2


2.1.	Annual Meeting. 2


2.2.	Failure to Hold Annual Meeting. 2


2.3.	Special Meetings. 2


2.4.	Notice and Waivers of Notice. 3


2.5.	Attendance by Conference Telephone or other Communications Equipment. 3


2.6.	Record Dates for Matters other than Consents to Action. 3


2.7.	Voting List. 4


2.8.	Quorum of Shareholders. 4


2.9.	Method of Voting. 5


2.10.	Action without Meetings. 5


2.11.	Record Dates for Consents to Action. 6

3. DIRECTORS. 7


3.1.	Powers. 7


3.2.	Number; Qualifications. 7


3.3.	Election. 7


3.4.	Voting. 7


3.5.	Removal of Directors. 8


3.6.	Vacancies. 8


3.7.	Advisory Committee. 8

4. MEETINGS OF THE BOARD OF DIRECTORS. 9


4.1.	Place. 9


4.2.	Regular Meetings. 9


4.3.	Special Meetings. 9


4.4.	Notice and Waiver of Notice. 9


4.5.	Attendance by Conference Telephone or other Communications Equipment. 9


4.6.	Quorum of Directors. 9


4.7.	Action Without Meetings. 10


4.8.	Committees. 10

5. OFFICERS. 10


5.1.	Election, Number, Qualification, Term. 10


5.2.	Removal. 12


5.3.	Vacancies. 12


5.4.	Authority. 12


5.5.	Voting of Stock, Execution of Proxies. 13

6. CERTIFICATES REPRESENTING SHARES. 13


6.1.	Certificates. 13


6.2.	Lost, Stolen, or Destroyed Certificates. 13


6.3.	Registration of Transfer. 14


6.4.	Registered Holders as Owners. 14

7. PROTECTION OF OFFICERS, DIRECTORS AND EMPLOYEES. 14


7.1.	Power to Indemnify in Actions, Suits, or Proceedings other than those by or in the Right of the Corporation. 14


7.2.	Power to Indemnify in Actions, Suits, or Proceedings by or in the Right of the Corporation. 15


7.3.	Authorization of Indemnification. 15


7.4.	Good Faith Defined. 16


7.5.	Indemnification by a Court. 17


7.6.	Expenses Payable in Advance. 17


7.7.	Nonexclusivity of Indemnification and Advancement of Expenses. 17


7.8.	Insurance. 18


7.9.	Miscellaneous. 18


7.10.	Survival of Indemnification and Advancement of Expenses. 19


7.11.	Limitation on Indemnification. 19


7.12.	Indemnification of Advisory Committee Members, Employees and Agents. 19


7.13.	Repeal or Modification. 19


7.14.	Separability. 20

8. GENERAL PROVISIONS. 20


8.1.	Fiscal Year. 20


8.2.	Seal. 20


8.3.	Corporate Records. 20


8.4.	Confidentiality of Corporate Records. 20


8.5.	Amendment. 21


8.6.	Notice. 21


8.7.	Attendance by Conference Telephone or Electronic Communications System. 22

AMENDED AND RESTATED BYLAWS OF

ENTERGY UTILITY ENTERPRISES, INC.

1. OFFICES.

1.1. Principal Office.

The principal office of Entergy Utility Enterprises, Inc. (the “ Corporation ”) shall be located in Jackson, Mississippi.

1.2. Other Offices.

The Corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the Corporation may require.

2. MEETINGS OF SHAREHOLDERS.

2.1. Annual Meeting.

The annual meeting of shareholders for the election of directors and such other business as may properly be brought before the meeting shall be held at such place within or without the State of Texas and at such date and time as shall be designated by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2 Failure to Hold Annual Meeting.

Failure to hold any annual meeting shall not be cause for a winding up, dissolution, or termination of the Corporation. If the annual meeting is not held or a written consent instead of the annual meeting is not executed within any thirteen‑month period, any court of competent jurisdiction in the county in which the principal office of the Corporation is located may, on the application of any shareholder, summarily order a meeting to be held.

2.3. Special Meetings.

Special meetings of the shareholders may be called (1) by the chair of the board of directors, the chief executive officer, the president, the board of directors, or such other person or persons as may be authorized in the Certificate of Formation or these Bylaws or (2) by the holders of at least twenty (20) percent of all the shares entitled to vote at the proposed special meeting. If not otherwise stated in or fixed in accordance with these Bylaws, for a special meeting called by shareholders, the record date for determining shareholders entitled to call such meeting is the date the first shareholder signs the notice of such meeting. Only business within the purpose or purposes described in the notice required in Section 2.4 of these Bylaws may be conducted at a special meeting of the shareholders.

2.4. Notice and Waivers of Notice.

Except as provided in Section 6.053 of the Texas Business Organizations Code, written or printed notice conforming to the provisions of Section 8.6 of these Bylaws shall be delivered to each shareholder of record entitled to vote at such meeting not less than ten (10) days or more than sixty (60) days before the date of the meeting. Such notice shall be sent by, or at the direction of, the

president, the secretary, or the officer or persons calling the meeting. If made available, each notice of meeting may give directions that will allow a shareholder to participate by telephonic or electronic participation in the meeting in a manner described in Section 8.7 of these Bylaws. Unless required by the Certificate of Formation, the business to be transacted at the annual meeting of the shareholders, or the purpose of such a meeting, is not required to be specified in the notice thereof or in a written waiver of notice of the meeting. In the case of a special meeting, the notice of meeting shall state the purpose or purposes for which the meeting is called, but the purpose or purposes of a special meeting is not required to be specified in a written waiver of notice of such a meeting. Notice of a meeting of the shareholders may be waived as provided in Section 8.6 of these Bylaws.

2.5. Attendance by Conference Telephone or other Communications Equipment.

Unless otherwise restricted by the Certificate of Formation, if made available, any shareholder may participate in any meeting by means of conference telephone or other communications equipment as provided in Section 8.7 of these Bylaws.

2.6. Record Dates for Matters other than Consents to Action.

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the board of directors may provide that the share transfer records shall be closed for a stated period not to exceed sixty (60) days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer records, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date to be not more than sixty (60) days and not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

2.7. Voting List.

2.7.1.

The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least eleven (11) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of each shareholder, the type of shares held by each shareholder, the number of shares held by each shareholder, and the number of votes that each shareholder is entitled to cast if the number of such votes is different from the number of

shares shown to be held by such shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. If the meeting is to be held by remote communication, the notice of the meeting given pursuant to Section 2.4 of these Bylaws shall describe how the shareholder shall access the list of shareholders for the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or vote at any meeting of shareholders.


2.7.2.	Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.

2.8. Quorum of Shareholders.


2.8.1.	With respect to any matter, the holders of a majority of the shares entitled to vote on that matter, if represented at the meeting in person or by proxy, shall constitute a quorum of the shareholders for the transaction of business except as otherwise provided by statute or by the Certificate of Formation.

2.8.2.

Unless otherwise provided in the Certificate of Formation or these Bylaws, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholders or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting.


2.8.3.	Unless otherwise provided in the Certificate of Formation or these Bylaws, the shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.

2.9. Method of Voting.

Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Certificate of Formation (or any designation of the rights and privileges of shares properly established by the board of directors) provides for more or less than one vote per share or limits or denies voting rights to the holders of the shares of any class or series. Any shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney‑in‑fact. A telegram, telex, cablegram, or other form of electronic transmission, including telephonic transmission, by the shareholder or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder shall be treated as an execution in writing for purposes of this Section. Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest, such

as in the case of a pledge; a person who purchased or agreed to purchase, or owns or holds an option to purchase the shares; a creditor of the Corporation who extended it credit under terms requiring appointment; an employee of the Corporation whose employment contract requires the appointment; or a party to a voting agreement created under Section 6.252 of the Texas Business Organizations Code or a shareholder’s agreement created under Section 21.101 of the Texas Business Organizations Code.

2.10. Action without Meetings.

2.10.1.

Any action required or which may be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

2.10.2.

With respect to an action taken by consent of the shareholders by less than unanimous consent, the written consent shall bear the date of execution by each shareholder who signs such consent. Furthermore, no such written consent shall be effective unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. In the case of a consent that is not solicited on behalf of the Corporation or the board of directors, delivery shall be by hand or certified or registered mail, return receipt requested or by electronic message and shall be addressed to the president at the principal executive office of the Corporation.


2.10.3.	Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

2.10.4.

Any electronic transmission by a shareholder, or a photographic, photostatic, facsimile, or similar reliable reproduction of a consent in writing signed by a shareholder, shall be regarded as signed by the shareholder for purposes of this Section. An electronic transmission of a shareholder’s consent is considered a signed writing if the transmission contains or is accompanied by information from which:


(a)	it can be determined that the electronic transmission was transmitted by the shareholder; and


(b)


(c)	the date on which the shareholder transmitted the electronic transmission can be determined.


(d)

Unless the consent is otherwise dated, the date specified in Section 2.10.4(b) is the date on which the consent is considered signed.

2.11. Record Dates for Consents to Action.

Whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the board of directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors and prior action of the board of directors is not required by the Texas Business Organizations Code, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery of any such consent shall be by hand or certified or registered mail, return receipt requested or by electronic transmission and shall be addressed to the president or principal executive officer of the Corporation. If no record date shall have been fixed by the board of directors and prior action of the board of directors is required by the Texas Business Organizations Code, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts a resolution taking such prior action.

3. DIRECTORS.

3.1. Powers.

The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the board of directors, subject to any limitation imposed by statute, the Certificate of Formation or these Bylaws as to action which requires authorization or approval by the shareholders.

3.2. Number; Qualifications.

The board of directors of the Corporation shall consist of one or more members. The number of directors shall be fixed from time to time by resolution of a majority of the board of directors or by the holders of a majority of the shares entitled to vote on that matter. Directors need not be residents of the State of Texas or shareholders of the Corporation. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or, at the option of the board of directors, may be filled by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the board of directors may not fill more than two (2) such directorships during the period between any two (2) successive annual meetings of shareholders.

3.3. Election.

Subject to Sections 3.2 and 3.6 hereof, the directors shall be elected at the annual meeting of the shareholders by the holders of shares entitled to vote in the election of directors, and each director elected shall serve until his successor shall have been elected and qualified.

3.4. Voting.

At each election for directors, every shareholder entitled to vote shall have the right to vote the number of shares owned by him or her in the election of each director to be elected and for whose election he or she has the right to vote.

3.5. Removal of Directors.

Except as otherwise provided by statute or by the Certificate of Formation, at any meeting of shareholders called expressly for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

3.6. Vacancies.

Any vacancy in the board of directors caused by death, resignation, removal, or other than by reason of an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum of the board of directors, or in the event there are no remaining directors, by the holders of a majority of the shares entitled to vote on that matter. A director so elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor‑in‑office.

3.7. Advisory Committee.

The Board of Directors may appoint one or more individuals to an Advisory Committee to the Corporation (each an “ Advisory Committee Member ”). Advisory Committee Members may be called upon individually or as a group by the Board of Directors or Officers of the Corporation to give advice and counsel to the Corporation, Directors and Officers. The Advisory Committee shall not be a committee of the Board of Directors pursuant to Section 4.8 of the Bylaws, and the Advisory Committee Members shall not be Directors for purposes of these Bylaws or “directors” for purposes of the Texas Business Organizations Code and shall have no authority to act, to enter into any contract, to incur any liability or to make any representation or warranties on behalf of the Corporation. The Directors shall have no obligation to consult with or seek any advice of the Advisory Committee Members with respect to any action taken by the Board of Directors for such action to be valid. Advisory Committee Members shall receive from the Corporation such remuneration as shall be fixed by the Board of Directors. Terms of the Advisory Committee Members shall expire on the day of the Annual Meeting of the Corporation, provided, however, that Advisory Committee Members shall serve at the pleasure of the Board of Directors and may be removed at any time with or without cause by a vote of the Board of Directors. For purposes of Article 7 hereof (Indemnification), the Board of Directors may authorize that the Advisory Committee Members of the Corporation may enjoy the same rights and privileges as Directors of the Corporation. The Corporation may require any Advisory Committee Member to enter into an agreement with respect to its duties and obligations from time to time as a condition of their appointment. The Board may take action to more particularly describe the duties and roles of the Advisory Committee Members by adopting a charter for the Advisory Committee so long as such charter is not inconsistent with the Texas Business Organizations Code or this Section 3.7.

4. MEETINGS OF THE BOARD OF DIRECTORS.

4.1. Place.

Meetings of the board of directors, regular or special, may be held either within or without the State of Texas as shall be designated by the board of directors and, in the case of a special meeting, as stated in the notice of the meeting.

4.2. Regular Meetings.

Regular meetings of the board of directors may be held with or without notice, unless notice is required under these Bylaws, and at such time and (unless the meeting is to be held entirely by remote communication) at such place as shall from time to time be determined by the board of directors. Any notice of a regular meeting of the board of directors must conform to the provisions of Section 8.6 of these Bylaws.

4.3. Special Meetings.

Special meetings of the board of directors may be called by the chairman of the board of directors or the president and shall be called by the secretary on the written request of at least two (2) directors.

4.4. Notice and Waiver of Notice.

Notice of each special meeting of the board of directors conforming to the provisions of Section 8.6 of these Bylaws shall be given to each director at least two (2) days before the date of the meeting by, or at the direction of, the chair of the board, chief executive officer, president, the secretary, or the officer or persons calling the meeting. Each notice of meeting shall give directions that will allow a director to participate by telephonic or electronic participation in the meeting in a manner described in Section 8.7 of these Bylaws. Unless required by the Certificate of Formation, the business to be transacted at a meeting of the board of directors is not required to be specified in the notice thereof or in a written waiver of notice of the meeting. Notice of a meeting of the directors may be waived as provided in Section 8.6 of these Bylaws.

4.5. Attendance by Conference Telephone or other Communications Equipment.

Unless otherwise restricted by the Certificate of Formation, any director may participate in any meeting by means of conference telephone or other communications equipment as provided in Section 8.7 of these Bylaws.

4.6. Quorum of Directors.

At all meetings of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business, unless a different number or portion (which must be at least one-third of the total number of directors) is required by law or the Certificate of Formation or these Bylaws. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, unless otherwise specifically provided by statute, the Certificate of Formation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

4.7. Action Without Meetings.

Any action required or permitted to be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the board of directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State.

4.8. Committees.

The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the board of directors, replace absent or disqualified members at any meeting of that committee. Subject to the limitations set forth in Section 21.416(c) of the Texas Business Organizations Code, any such committee shall have and may exercise such power as the board of directors may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of its meeting, unless the board of directors shall otherwise provide. The board of directors shall have power at any time to change the number, power, and members of any such committee, to fill vacancies and to discharge any such committee.

5. OFFICERS.

5.1. Election, Number, Qualification, Term.

The board of directors may select natural persons to be designated as officers of the Corporation, with such titles as the board of directors shall determine in its sole discretion. Any number of offices may be held by the same person. The officers shall hold office until their successors are chosen and qualify. Officers and agents shall have such authority and perform such duties in the management of the Corporation as may be provided by the board of directors except as otherwise provided by these Bylaws or statute or as shall be determined from time to time by resolution of the board of directors not inconsistent with these Bylaws.

The duties and authorities of the following officers shall be as set forth below:


5.1.1	Chair of the Board . The chair of the Board shall preside at all meetings of the board of directors and shall have such other powers and duties as may from time to time be prescribed by the board of directors upon written directions given to him or her pursuant to resolutions duly adopted by the board of directors.


5.1.2.	The Chief Executive Officer . The chief executive officer or, if no chief executive officer is elected, the president, subject to the direction of the board of directors, shall have direct charge of and general supervision over the day-to-day business and affairs of the Corporation.

5.1.3.

The President . the president shall perform all duties incident to the office of president of a corporation organized under the Texas Business Organizations Code and such other duties as from time to time may be assigned to him or her by the board of directors or the chief executive officer. In the absence of a chief executive officer, the president shall be the chief executive officer of the Corporation, shall have general and active management of the business and

affairs of the Corporation, and shall see that all orders and resolutions of the board of directors are carried into effect. He or she shall preside at all meetings of the shareholders and at all meetings of the board of directors in the absence or disability of the chair of the Board.

5.1.4.

Vice Presidents . Each vice president shall have such powers and shall perform such duties incident to the office of a vice president of a corporation organized under the Texas Business Organizations Code and such other duties from time to time as may be conferred upon or assigned to him or her by the board of directors or as may be delegated to him or her by the chief executive officer or the president.

5.1.5.

Secretary . The secretary shall attend all meetings of the shareholders and all meetings of the board of directors and record all the proceedings of the meetings of the shareholders and of the board of directors in a book to be kept for that purpose and shall perform like duties for any standing committees of the board of directors when required. The secretary shall cause notices of all meetings of the shareholders and the board of directors to be given in accordance with these Bylaws, shall be custodian of the records and the seal, if any, of the Corporation, and shall cause the Corporation’s seal, if any, to be affixed to all documents the execution of which under seal is duly authorized, and when the Corporation’s seal is so affixed, may attest to the same. The secretary shall perform such other duties as are incident to the office of secretary of a corporation organized under the Texas Business Organizations Code or as may be prescribed by the board of directors or the president, under whose supervision the secretary shall be. The board of directors may appoint one or more assistant secretaries to perform the duties of the secretary.

5.1.6.

Treasurer . The treasurer shall have charge and custody of, and be responsible for, all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such banks, trust companies or other depositories as shall, from time to time, be designated by the board of directors or by the treasurer if so authorized by the board of directors. The treasurer: (A) may endorse for collection on behalf of the Corporation checks, notes and other obligations, (B) may sign receipts and vouchers for payments made to the Corporation, (C) may, singly or jointly with another person as may be authorized by the board of directors, sign checks on the Corporation’s accounts and pay out and disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers for such disbursements, and (D) shall render or cause to be rendered to the chief executive officer, the president and the board of directors, whenever requested, an account of all of the treasurer’s transactions and of the financial condition of the Corporation. The treasurer shall perform such other duties as are incident to the office of treasurer of a corporation organized under the Texas Business Organizations Code or as may be assigned from time to time by the chief executive officer, the president or the board of directors. The board of directors may appoint one or more assistant treasurers to perform the duties of the treasurer.


5.1.7.	Tax Officers . One or more Tax Officers shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Corporation.

5.2. Removal.

The officers of the Corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the board of directors may be removed at any time by the board of directors whenever, in its judgment, the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.

5.3. Vacancies.

Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise shall be filled by the board of directors.

5.4. Authority.

Officers and agents shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or as shall be determined from time to time by resolution of the board of directors not inconsistent with these Bylaws.

5.5. Voting of Stock, Execution of Proxies.

the chairman of the board, the president or any vice president or any other officer of the corporation designated by the board of directors, the chairman of the board, or the president shall be authorized to attend any meeting of the stockholders, members, partners, or owners of any other corporation, limited liability company, partnership, or other foreign or domestic entity in which the Corporation is an owner of stock, a membership interest, a partnership interest, or other equity interest and to vote such stock, membership interest, partnership interest, or other equity interest upon all matters coming before such meeting. the chairman of the board, the president or any vice president may sign and issue proxies to vote shares of stock, membership interests, partnership interests, or other equity interests of other corporations, limited liability companies, partnerships, or other foreign or domestic entities owned by the Corporation.

6. CERTIFICATES REPRESENTING SHARES.

6.1. Certificates.

The shares of the Corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer on the date of its issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the holder's name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value.

6.2. Lost, Stolen, or Destroyed Certificates.

The Corporation shall issue a new certificate in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. The board of directors may, in its discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

6.3. Registration of Transfer.

Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his or her duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the Corporation.

6.4. Registered Holders as Owners.

The Corporation may regard the person in whose name any shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time as the owner of those shares at that time for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with Sections 6.251, 6.252 or 21.210 of the Texas Business Organizations Code, giving proxies with respect to those shares, or any other shareholder action. Neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for considering the person who is registered as the owner of a share in the share transfer records of the Corporation at a particular time to be the owner of the share at that time for such purposes, regardless of whether that person possesses a certificate for those shares.

7. PROTECTION OF OFFICERS, DIRECTORS AND EMPLOYEES.


7.1.	Power to Indemnify in Actions, Suits, or Proceedings other than those by or in the Right of the Corporation.

Subject to Section 7.3 of this Article 7, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter referred to as a “ Delegate ”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement that are reasonable and actually incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Corporation’s best interest and (ii) in all other cases was not opposed to the best interests of the Corporation, and, with respect

to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Corporation’s best interest and (ii) in all other cases was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

In the event that a person is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by such person, the indemnification (i) is limited to reasonable expenses actually incurred by the person in connection with the proceeding, (ii) shall not include a judgment, penalty, fine, or any excise or similar tax, including excise tax assessed against the person with respect to an employee benefit plan, and (iii) shall not be made (even as to expenses) in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Corporation, for breach of his or her duty of loyalty owed to the Corporation, or for an act or omission not committed in good faith that constitutes a breach of a duty owed by him or her to the Corporation.

7.2. Power to Indemnify in Actions, Suits, or Proceedings by or in the Right of the Corporation.

Subject to Section 7.3 hereof and to the maximum extent permitted by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation or a Delegate against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Corporation’s best interest and (ii) in all other cases was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

7.3. Authorization of Indemnification.

Any indemnification of a director or officer under this Article 7 (unless ordered by a court) shall be made by the Corporation upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2 of this Article 7, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made (i) by the board of directors by a majority vote of those directors who at the time of the vote are disinterested and independent regardless of whether such directors constitute a quorum, (ii) by majority vote of a committee of the directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the directors who are disinterested and independent constitute a quorum and consisting solely of one or more directors who are disinterested and independent, (iii) by special legal counsel selected by the directors or a committee by vote in

accordance with (i) or (ii) above in a written opinion, (iv) by the shareholders of the Corporation entitled to vote on such matter in a vote that excludes the shares held by each director who is not disinterested and independent, or (v) by a unanimous vote of the shareholders entitled to vote on such matter. To the extent, however, that current or former director or officer of the Corporation or Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Any indemnification under this Article 7 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified.

7.4. Good Faith Defined.

For purposes of any determination under Section 7.3 of this Article 7, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Corporation’s best interest and (ii) in all other cases was not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him or her by the officers of the Corporation or the officers of another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 7.4 shall mean any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary. The provisions of this Section 7.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 7.1 or 7.2 of this Article 7, as the case may be.

7.5. Indemnification by a Court.

Notwithstanding any contrary determination in the specific case under Section 7.3 of this Article 7 and notwithstanding the absence of any determination thereunder, any current or former director or officer or Delegate may apply to any court of competent jurisdiction in the State of Texas for indemnification to the extent otherwise permissible under Sections 7.1 and 7.2 of this Article 7. Such court may order indemnification to the extent the court determines that such person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. Notice of any application for indemnification pursuant to this Section 7.5 shall be given to the Corporation promptly upon the filing of such application. If such application is successful, in whole or in part, the director or officer or Delegate seeking indemnification shall also be entitled to be paid the expense of securing the indemnification. Indemnification ordered by a court may be limited to the extent provided in Section 8.052 of the Texas Business Organizations Code.

7.6. Expenses Payable in Advance.

Expenses incurred by a present director or officer or Delegate in defending or investigating a threatened or pending action, suit or proceeding described above shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding without making the determinations required under Section 7.3 hereof within fourteen days after receipt by the Corporation of a written statement from such director or officer or Delegate requesting such an advancement, together with a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under Section 7.3 hereof in addition to an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer or Delegate to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article 7 or otherwise prohibited from being indemnified.

7.7. Nonexclusivity of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by or granted pursuant to this Article 7 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any governing document, agreement, contract, vote of members or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his or her official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 7.1 and 7.2 of this Article 7 shall be made to the fullest extent permitted by law. The provisions of this Article 7 shall not be deemed to preclude the indemnification of any person who is not specified in Sections 7.1 or 7.2 of this Article 7 but whom the Corporation has the power or obligation to indemnify under the provisions of the Texas Business Organizations Code, or otherwise.

7.8. Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or a Delegate against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Texas Business Organizations Code or the provisions of this Article 7. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the board of directors shall deem appropriate for the protection of any or all such persons.

7.9. Miscellaneous.

The following provisions shall apply to this Article 7:

7.9.1.

references to “the Corporation” shall include, in addition to the resulting company, any constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, managers, and officers, so that any person who is or was a director or officer of such constituent entity, or is or was a director, manager, or officer of such constituent entity serving at the request of such constituent entity as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions

of this Article 7 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued;

7.9.2.

references to “fines” shall be deemed to include (i) penalties imposed by the Nuclear Regulatory Commission (the "NRC") pursuant to Section 206 of the Energy Reorganization Act of 1974 and Part 21 of NRC regulations thereunder, as they may be amended from time to time, and any other penalties, whether similar or dissimilar, imposed by the NRC, and (ii) excise taxes assessed with respect to an employee benefit plan pursuant to the Employee Retirement Income Security Act of 1974, as it may be amended from time to time ("ERISA");


7.9.3.	references to “serving at the request of the Corporation” shall include any service as a director, officer, or Delegate of the Corporation which imposes duties on, or involves services by, such director, officer, or Delegate with respect to an employee benefit plan, its participants or beneficiaries;


7.9.4.	a person who acted in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article 7;


7.9.5.	an action taken or omitted by a Delegate for a purpose reasonably believed by the person to be in the interest of the other enterprise or its owners or members is for a purpose that is “not opposed to the best interest of the enterprise” as referred to in this Article 7; and


7.9.6.	any act, omission, step or conduct taken or had in good faith by a director, officer, or Delegate which is required, authorized or approved by any order or orders issued pursuant to any federal statute or any state statute or municipal ordinance shall be deemed to meet the standard of conduct required for indemnification hereunder.

7.10. Survival of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 7 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11. Limitation on Indemnification.

Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 7.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the board of directors of the Corporation.

7.12. Indemnification of Advisory Committee Members, Employees and Agents.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to Directors, Advisory Committee Members, officers, employees and agents of the Corporation or of its wholly or partially owned, direct

or indirect affiliated or subsidiary companies similar to those conferred in this Article 7 to directors and officers of the Corporation.

7.13. Repeal or Modification.

All rights to indemnification and to advancement of expenses under this Article 7 shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Texas Business Organizations Code or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation, arising hereunder for claims relating to matters occurring prior to such repeal or modification.

7.14. Separability.

If this Article 7 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article 7 that shall not have been invalidated and to the full extent permitted by applicable law.

8. GENERAL PROVISIONS.

8.1. Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

8.2. Seal.

The corporate seal shall be in such form as may be prescribed by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

8.3. Corporate Records.

The Corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board of directors, and each committee of its board of directors. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the Corporation and the number and class or series of shares issued by the Corporation held by each of them. Any books, records, minutes, and share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time. The principal place of business of the Corporation, or the office of its transfer agent or registrar, may be located outside the State of Texas.

8.4. Confidentiality of Corporate Records.

No shareholder (or representative of such shareholder) shall have a right under the Texas Business Organizations Code or these Bylaws to inspect, examine, copy, or receive a disclosure of any of the Corporation’s information, documents, or records except for a proper purpose. In response to any request (even if for a proper purpose) by a shareholder (or its respective representative) for such an inspection, examination, copying, or disclosure, the Corporation may deny access by such shareholder (or respective representative) to any information, document, or record that is not described in Section 3.151 of the Texas Business Organizations Code and that the board of directors (or any officer to whom the authority of this Section shall have been delegated) determines (a) contains or discloses information in the nature of trade secrets, (b) is required to be kept confidential by the Corporation or any affiliate by law or by agreement with any third party, or (c) is information the disclosure of which is not in the best interests of or could damage the Corporation or any of its affiliates. Additionally, the Corporation may require any shareholder (or its respective representative) requesting (even if for a proper purpose) an inspection, examination, copying, or disclosure of any of the Corporation’s information, documents, or records (including information, documents, and records described in Section 3.151 of the Texas Business Organizations Code) to enter into a confidentiality or non-disclosure agreement prior to receiving any requested information, documents, or records.

8.5. Amendment.

The shareholders or the board of directors may amend, repeal or adopt bylaws except to the extent that the Certificate of Formation or these Bylaws otherwise provide.

8.6. Notice.

Any notice to directors or shareholders shall be in writing and shall be delivered personally, mailed, with postage thereon prepaid, to each director or shareholder at his of her address appearing on the ownership records of the Corporation or, in the case of directors, on the other books of the Corporation, or sent by facsimile or other electronic message to a facsimile number of electronic address that has been provided by the director or shareholder and has not been revoked pursuant to the Texas Business Organizations Code or to another address to which such person has consented for the purpose of receiving notice unless such consent has been revoked pursuant to the Texas Business Organizations Code. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. If transmitted by facsimile or other electronic means, such notice is to be considered delivered when transmitted.

Whenever any notice is required to be given to directors or shareholders under the provisions of applicable statutes, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time for such meeting, shall be deemed equivalent to the giving of such notice. If a person entitled to notice of a meeting participates in or attends the meeting, the person’s participation or attendance constitutes a waiver of notice of the meeting unless the person participates in or attends the meeting solely to object to the transaction of business at the meeting on the ground that the meeting was not lawfully called or convened. The participation or attendance at a meeting of a person entitled to notice of the meeting constitutes a waiver by the person of any required notice of a particular matter considered at the meeting unless the person objects to considering the matter when it is presented.

8.7. Attendance by Conference Telephone or Electronic Communications System.

Subject to any notice requirements in these Bylaws or pursuant to any statute, shareholders, members of the board of directors, or members of any committee designated by the board of directors may participate in and hold a meeting of such shareholders, directors, or committee members by means of a conference telephone or similar communications equipment or another suitable electronic communications system (such as videoconferencing or the Internet), or any combination thereof, that permits each person participating in the meeting to communicate with all other persons participating in the meeting. Participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Exhibit 3.3

AMENDED AND RESTATED CERTIFICATE OF FORMATION OF

ENTERGY UTILITY ENTERPRISES, INC.

ARTICLE I.

The name of the corporation is Entergy Utility Enterprises, Inc.

ARTICLE II.

The type of entity is a for-profit corporation.

ARTICLE III.

ARTICLE IV.

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be organized under the Texas Business Organizations Code.

ARTICLE V.

The period of its duration is perpetual.

ARTICLE VI.

The aggregate number of shares that the corporation shall have authority to issue is 12,000,000 shares with no par value. All such shares shall be designated as Common Stock.

ARTICLE VII.

ARTICLE VIII.

ARTICLE IX.

ARTICLE X.

ARTICLE XI.

The street address of its initial registered office is 2001 Timberloch Place, 2nd Floor, The Woodlands, Texas 77380, and the name of its initial registered agent at that address is Thomas G. Wagner.

ARTICLE XII.



Name	Address

Paul D. Hinnenkamp	639 Loyola Avenue, 28 ^th Floor New Orleans, Louisiana 70113

Haley R. Fisackerly	308 East Pearl Street Jackson, MS 39201

Andrew S. Marsh	639 Loyola Avenue, 28 ^th Floor
	New Orleans, Louisiana 70113

Roderick K. West	639 Loyola Avenue, 28 ^th Floor
	New Orleans, Louisiana 70113

ARTICLE XIII.

The name and address of the incorporator is:



Daniel T. Falstad	639 Loyola Avenue, 26 ^th Floor New Orleans, Louisiana 70113

ARTICLE XIV.

This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is December 1, 2018 at 12:01 A.M. Central Standard Time.

EXECUTION

Date: November 26, 2018

/s/ Haley R. Fisackerly___________

Haley R. Fisackerly

President and Chief Executive Officer

M-8.6

Counterpart __ of 65

_________________________________________________________________

ENTERGY MISSISSIPPI POWER AND LIGHT, LLC

(successor to Entergy Mississippi, Inc., formerly Mississippi Power & Light Company)

THE BANK OF NEW YORK MELLON

(formerly The Bank of New York)

(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)

As Trustee under

Entergy Mississippi, Inc.’s

Mortgage and Deed of Trust, dated as of February 1, 1988

________________________________

THIRTY-SIXTH SUPPLEMENTAL INDENTURE

Relating to the Transfer of the Mortgaged and Pledged Property

to Entergy Mississippi Power and Light, LLC

(renamed Entergy Mississippi, LLC)

________________

Dated as of November 30, 2018

_____________________________

Prepared by

Wise Carter Child & Caraway, Professional Association

P.O. Box 651

Jackson, Mississippi 39205

(601) 968-5500

_________________________________________________________________

TABLE OF CONTENTS

Page


Parties	1


Recitals	1

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION


Section 1.01.	Terms From the Indenture 9


Section 1.02.	Certain Defined Terms. 9


Section 1.03.	References Are to Thirty-sixth Supplemental Indenture. 9


Section 1.04.	Number and Gender. 9

ARTICLE II

MISCELLANEOUS PROVISIONS


Section 2.01.	Acceptance of Trusts. 9


Section 2.02.	Effect of Thirty-sixth Supplemental Indenture under Louisiana Law. 10


Section 2.03.	Titles. 10


Section 2.04.	Counterparts. 10


Section 2.05.	Governing Law. 10


Section 2.06.	Recitals. 10


Signatures	S-1


Acknowledgments	S-3

THIRTY-SIXTH SUPPLEMENTAL INDENTURE

_________________________

THIRTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of November 30, 2018, between ENTERGY MISSISSIPPI POWER AND LIGHT, LLC (successor to Entergy Mississippi, Inc., formerly Mississippi Power & Light Company, the “Original Company”), a limited liability company of the State of Texas, whose post office address is P.O. Box 1640, Jackson, Mississippi 39215-1640 (tel. 504-576-4363) (the “Company”) and THE BANK OF NEW YORK MELLON (successor to Harris Trust Company of New York), a New York banking corporation of the State of New York, whose principal corporate trust office is located at 240 Greenwich Street, 7E, New York, New York 10286 (tel. 904-998-4724), as Trustee under the Mortgage and Deed of Trust, dated as of February 1, 1988, executed and delivered by the Original Company (herein called the “Original Indenture”; the Original Indenture together with any and all indentures and instruments supplemental thereto being herein called the “Indenture”);

WHEREAS, the Original Indenture has been duly recorded or filed as required in the States of Mississippi and Arkansas; and

WHEREAS, the Original Company has executed and delivered to the Trustee (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its First Supplemental Indenture, dated as of February 1, 1988, its Second Supplemental Indenture, dated as of July 1, 1988, its Third Supplemental Indenture, dated as of May 1, 1989, its Fourth Supplemental Indenture, dated as of May 1, 1990, its Fifth Supplemental Indenture, dated as of November 1, 1992, its Sixth Supplemental Indenture, dated as of January 1, 1993, its Seventh Supplemental Indenture, dated as of July 15, 1993, its Eighth Supplemental Indenture, dated as of November 1, 1993, its Ninth Supplemental Indenture, dated as of July 1, 1994, its Tenth Supplemental Indenture, dated as of April 1, 1995, its Eleventh Supplemental Indenture, dated as of June 1, 1997, its Twelfth Supplemental Indenture, dated as of April 1, 1998, its Thirteenth Supplemental Indenture, dated as of May 1, 1999, its Fourteenth Supplemental Indenture, dated as of May 1, 1999, its Fifteenth Supplemental Indenture, dated as of February 1, 2000, its Sixteenth Supplemental Indenture, dated as of January 1, 2001, its Seventeenth Supplemental Indenture, dated as of October 1, 2002, its Eighteenth Supplemental Indenture, dated as of November 1, 2002, its Nineteenth Supplemental Indenture, dated as of January 1, 2003, its Twentieth Supplemental Indenture, dated as of March 1, 2003, its Twenty-first Supplemental Indenture, dated as of May 1, 2003, its Twenty-second Supplemental Indenture, dated as of March 1, 2004, its Twenty-third Supplemental Indenture, dated as of April 1, 2004, its Twenty-fourth Supplemental Indenture, dated as of September 1, 2004, its Twenty-fifth Supplemental Indenture, dated as of January 1, 2006, its Twenty-sixth Supplemental Indenture, dated as of June 1, 2009, its Twenty-seventh Supplemental Indenture, dated as of April 1, 2010, its Twenty-eighth Supplemental Indenture, dated as of April 1, 2011, its Twenty-ninth Supplemental Indenture, dated as of May 1, 2011, its Thirtieth Supplemental Indenture, dated as of December 1, 2012, its Thirty-first Supplemental Indenture, dated as of March 1, 2014, its Thirty-second Supplemental Indenture, dated as of May 1, 2016, its Thirty-third Supplemental Indenture, dated as of September 1, 2016, its Thirty-fourth Supplemental Indenture, dated as of November 1, 2017, and its Thirty-fifth Supplemental Indenture, dated as of November 19, 2018, each as a supplement to the Original Indenture, and the First through Thirty-fifth Supplemental Indentures have been or will be duly recorded or filed as required in the States of Mississippi and Arkansas; and

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York. By virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

WHEREAS, effective June 30, 2000, Harris Trust Company of New York resigned as Trustee under the Indenture, and by an Instrument of Appointment of Successor Trustee the Original Company appointed The Bank of New York as successor Trustee, effective June 30, 2000, and The Bank of New York accepted said appointment; and

WHEREAS, effective June 30, 2000, Mark F. McLaughlin resigned as Co-Trustee under the Indenture, and by an Agreement of Resignation, Appointment and Acceptance the Original Company appointed Stephen J. Giurlando, as successor Co-Trustee, effective June 30, 2000, and Stephen J. Giurlando accepted said appointment; and

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

WHEREAS, effective June 1, 2009, Stephen J. Giurlando resigned as Co-Trustee under the Indenture; and

WHEREAS, in addition to property described in the Original Indenture, as heretofore supplemented, the Original Company has acquired certain other property rights and interests in property; and

WHEREAS, the Original Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:



Series	Principal Amount Issued	Principal Amount Outstanding
14.65% Series due February 1, 1993	$55,000,000	None
14.95% Series due February 1, 1995	20,000,000	None
8.40% Collateral Series due December 1, 1992	12,600,000	None
11.11% Series due July 15, 1994	18,000,000	None
11.14% Series due July 15, 1995	10,000,000	None
11.18% Series due July 15, 1996	26,000,000	None
11.20% Series due July 15, 1997	46,000,000	None
9.90% Series due April 1, 1994	30,000,000	None
5.95% Series due October 15, 1995	15,000,000	None
6.95% Series due July 15, 1997	50,000,000	None
8.65% Series due January 15, 2023	125,000,000	None
7.70% Series due July 15, 2023	60,000,000	None
6 5/8% Series due November 1, 2003	65,000,000	None
8.25% Series due July 1, 2004	25,000,000	None
8.80% Series due April 1, 2005	80,000,000	None
6 7/8% Series due June 1, 2002	65,000,000	None
6.45% Series due April 1, 2008	80,000,000	None
6.20% Series due May 1, 2004	75,000,000	None
Floating Rate Series due May 3, 2004	50,000,000	None
Pollution Control Series A due July 1, 2022	32,850,000	None
7 3/4% Series due February 15, 2003	120,000,000	None
6.25% due February 1, 2003	70,000,000	None
6% Series due November 1, 2032	75,000,000	None
7.25% Series due December 1, 2032	100,000,000	None
5.15% Series due February 1, 2013	100,000,000	None
4.35% Series due April 1, 2008	100,000,000	None
4.95% Series due June 1, 2018	95,000,000	None
6.25% Series due April 1, 2034	100,000,000	None
4.65% Series due May 1, 2011	80,000,000	None
4.60% Pollution Control Series B due April 1, 2022	16,030,000	None
5.92% Series due February 1, 2016	100,000,000	None
6.64% Series due July 1, 2019	150,000,000	150,000,000
6.20% Series due April 15, 2040	80,000,000	None
6.0% Series due May 1, 2051	150,000,000	None
3.25% Series due June 1, 2016	125,000,000	None
3.10% Series due July 1, 2023 3.75% Series due July 1, 2024 2.85% Series due June 1, 2028	250,000,000 100,000,000 375,000,000	250,000,000 100,000,000 375,000,000
4.90% Series due October 1, 2066	260,000,000	260,000,000
3.25% Series due December 1, 2027	150,000,000	150,000,000

; and

WHEREAS, effective as of November 19, 2018, the Original Company changed its state of incorporation from Mississippi to Texas and domesticated and converted to a Texas corporation; and

WHEREAS, pursuant to Section 5.01 of the Thirtieth Supplemental Indenture, the term “corporation” is defined in the Indenture to include a limited liability company and certain other entities and references to “corporate” and other derivations of “corporation” in the Indenture shall be deemed to include appropriate derivations of such entities; and

WHEREAS, subject to the provisions thereof, Section 15.01 of the Indenture permits the Original Company to transfer, subject to the Lien of the Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety to any corporation lawfully entitled to acquire or operate the same; and

WHEREAS, Section 15.02 of the Original Indenture provides, among other things, that if the Original Company shall transfer, subject to the Lien of the Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety to any other corporation, the successor corporation which shall have received such transfer, upon executing with the Trustee and causing to be recorded an indenture whereby such successor corporation shall expressly assume and agree to pay, duly and punctually, the principal of and interest and premium, if any, on the bonds issued under the Indenture in accordance with the provisions of said bonds and any coupons and of the Indenture, and shall agree to perform and fulfill all the covenants and conditions of the Indenture to be kept or performed by the Original Company, shall succeed to and be substituted for the Original Company with the same effect as if such successor corporation had been named in the Original Indenture, and shall have and may exercise under the Indenture the same powers and rights as the Original Company; and

WHEREAS, Section 15.03 of the Original Indenture provides, among other things, that if the Original Company, as permitted by Section 15.01 of the Indenture, shall transfer, subject to the Lien of the Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety to any other corporation, neither the Indenture nor the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in Section 15.02 of the Original Indenture provided, shall, unless such indenture shall otherwise provide, become or be or be required to become or be a lien upon any of the properties, rights or franchises then owned or thereafter acquired by the successor corporation (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by the successor corporation from the Original Company, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the successor corporation as the basis under any of the provisions of the Indenture for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the successor corporation (1) to maintain, renew and preserve the franchises covered by the Indenture, or (2) to maintain the property mortgaged and intended to be mortgaged under the Indenture as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Indenture, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, rails, ties, switches, tools, implements and furniture, subject to the Lien of the Indenture, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Indenture; and

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued under the Indenture by an instrument in writing executed and

acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, effective as of 11:58 p.m. Central Time, November 30, 2018, the Original Company will allocate to the Company, among other things, all of its rights, powers, duties and obligations under the Indenture and the bonds outstanding thereunder and, subject to the Lien of the Indenture, all of the Mortgaged and Pledged Property as an entirety (the “2018 Transfer”) pursuant to a Plan of Merger between the Original Company and the Company (the “2018 Transfer Documents”), in connection with which, among other things, the Company will succeed to the ownership of all of the Original Company’s right, title and interest in and to the Mortgaged and Pledged Property as constituted immediately prior to the time that the 2018 Transfer becomes effective, will succeed to all of the Original Company’s rights, powers, duties and obligations under the Indenture and the bonds outstanding thereunder, and will change its name from Entergy Mississippi Power and Light, LLC to Entergy Mississippi, LLC; and

WHEREAS, the Company is lawfully entitled to assume or operate the Mortgaged and Pledged Property; and

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, pursuant to and in accordance with said Sections 15.01 of the Indenture and 15.02 and 19.04 of the Original Indenture, the Company now desires to execute with the Trustee and to cause to be recorded an indenture of the tenor aforesaid; and

WHEREAS, the execution, delivery and recordation by the Company of this Thirty-sixth Supplemental Indenture have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors; and

NOW, THEREFORE, THIS THIRTY-SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: That the Company, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and in order to further secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture and of said bonds, and in compliance with, in satisfaction of and pursuant to the provisions of Sections 15.01 of the Indenture and 15.02 of the Original Indenture, (A) hereby assumes and agrees to pay, duly and punctually, the principal of, and interest and premium, if any, on the bonds issued and now outstanding under the Indenture in accordance with the provisions of said bonds and of any appurtenant coupons and of the Indenture, and agrees to duly and punctually observe, perform and fulfill all the covenants and conditions of the Indenture to be kept or performed by the Original Company thereunder; and (B) hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms a security interest unto THE BANK OF NEW YORK MELLON,

as Trustee, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), in (a) all of the Mortgaged and Pledged Property acquired by the Company from the Original Company pursuant to the 2018 Transfer Documents (including, but not limited to, that located in the following counties in the State of Mississippi: Adams, Amite, Attala, Bolivar, Calhoun, Carroll, Choctaw, Claiborne, Coahoma, Copiah, Covington, DeSoto, Franklin, Grenada, Hinds, Holmes, Humphreys, Issaquena, Jefferson, Jefferson Davis, Lawrence, Leake, Leflore, Lincoln, Madison, Montgomery, Panola, Pike, Quitman, Rankin, Scott, Sharkey, Simpson, Smith, Sunflower, Tallahatchie, Tate, Tunica, Walthall, Warren, Washington, Webster, Wilkinson, Yalobusha and Yazoo; and in Independence County, Arkansas) and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Indenture for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered by the Indenture, or (2) to maintain the property mortgaged and intended to be mortgaged under the Indenture, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Indenture, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, rails, ties, switches, tools, implements and furniture, subject to the Lien of the Indenture, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Indenture, and (d) all properties of the Company real, personal and mixed, of any kind or nature (except as in the Indenture expressly excepted), subject to the provisions of Section 15.03 of the Original Indenture, acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the effective time of the 2018 Transfer and wheresoever situated, including (without in anyway limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained in the Indenture) all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air conditioning systems and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and personalty; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as in the Indenture expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property described in the Indenture.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in any way appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof (except as in the Indenture expressly excepted) shall be and are as fully granted and conveyed by the Indenture and as fully embraced within the Lien of the Indenture as if such property, rights and franchises were now owned by the Company and were specifically described in the Indenture and granted and conveyed by the Indenture.

PROVIDED that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby granted or intended to be granted, and the same are hereby expressly excepted from the Lien and operation of the Indenture, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not in the Indenture specifically pledged, paid, deposited, delivered or held under the Indenture or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles or other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) any natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system, and any natural gas distribution system; (7) the Company’s franchise to be a corporation; and (8) any property heretofore released pursuant to any provisions of the Indenture; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Indenture by reason of the occurrence of a Default.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto THE BANK OF NEW YORK MELLON, and its successors and assigns forever.

IN TRUST NEVERTHELESS, upon the terms and trusts in the Indenture set forth, for the equal pro rata benefit and security of all and each of the bonds and coupons issued and to be issued under the Indenture, or any of them, in accordance with the terms of the Indenture, without preference, priority or distinction as to the Lien of any of said bonds and coupons over any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject to the provisions in the Indenture set forth in reference to extended, transferred or pledged coupons and claims for interest; it being intended that, subject as aforesaid, the Lien and security of all of said bonds and coupons of all series issued or to be issued under the Indenture shall take effect from the date of the initial issuance of bonds under the Indenture, and that the Lien and security of the Indenture shall take effect from said date as though all of the said bonds of all series were actually authenticated and delivered and issued upon such date.

PROVIDED, HOWEVER, these presents are upon the condition that if the Company, its successors or assigns, shall pay or cause to be paid, the principal of and interest on said bonds, together with the premium, if any, payable on such of said bonds as may have been called for redemption prior to maturity, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon for principal and interest, and if the Company shall also pay or cause to be paid all other sums payable hereunder by it, then the Indenture and the estate and rights granted under the Indenture shall cease, determine and be void, otherwise to be and remain in full force and effect.

AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Indenture shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustee and its successor or successors as Trustee in such trust in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustee by the Original Indenture as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustee and its successor or successors in such trust as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.01. Terms From the Indenture. All defined terms used in this Thirty-sixth Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

SECTION 1.02. Certain Defined Terms. As used in this Thirty-sixth Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The terms “2018 Transfer” and “2018 Transfer Documents” shall have the meanings specified in the recitals above.

SECTION 1.03. References Are to Thirty-sixth Supplemental Indenture. Unless the context otherwise requires, all references herein to “Articles,” “Sections” and other subdivisions refer to the

corresponding Articles, Sections and other subdivisions of this Thirty-sixth Supplemental Indenture, and the words “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Thirty-sixth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto.

SECTION 1.04. Number and Gender. Unless the context otherwise requires, defined terms in the singular include the plural, and in the plural include the singular. The use of a word of any gender shall include all genders.

ARTICLE II

MISCELLANEOUS PROVISIONS

SECTION 2.01. Acceptance of Trusts. The Trustee hereby accepts the trusts herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Indenture set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirty-sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. In general, each and every term and condition contained in Article XVI of the Indenture shall apply to and form part of this Thirty-sixth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Thirty-sixth Supplemental Indenture.

SECTION 2.02. Effect of Thirty-sixth Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that, so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, if any, the general language of conveyance contained in this Thirty-sixth Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance and that, so far as the said Louisiana property is concerned, this Thirty-sixth Supplemental Indenture shall be considered as an act of mortgage and pledge under the laws of the State of Louisiana, and the Trustee herein named is named as mortgagee and pledgee in trust for the benefit of itself and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and is irrevocably appointed special agent and representative of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge hereby constituted for their benefit, or otherwise to act as herein provided for.

SECTION 2.03. Titles. The titles of the several Articles and Sections of this Thirty-sixth Supplemental Indenture and the table of contents shall not be deemed to be any part hereof.

SECTION 2.04. Counterparts. This Thirty-sixth 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.

SECTION 2.05. Governing Law. The internal laws of the State of New York shall govern this Thirty-sixth Supplemental Indenture, except to the extent that the validity or perfection of the Lien of the

Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York.

SECTION 2.06. Recitals. The recitals set forth in the initial pages of this Thirty-sixth Supplemental Indenture are incorporated herein by reference, and this Thirty-sixth Supplemental Indenture shall be construed in the light thereof.

IN WITNESS WHEREOF, ENTERGY MISSISSIPPI POWER AND LIGHT, LLC has caused its company name to be hereunto affixed, and this instrument to be signed and sealed by its Chairman of the Board, Chief Executive Officer, President, one of its Vice Presidents, its Treasurer, or one of its Assistant Treasurers and its company seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and THE BANK OF NEW YORK MELLON has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents, Senior Associates or Associates and such signature to be attested by one of its Vice Presidents, Senior Associates or Associates for and on its behalf, all as of the day and year first above written.



	ENTERGY MISSISSIPPI POWER AND LIGHT, LLC
By:	/s/ Steven C. McNeal
	Steven C. McNeal Vice President and Treasurer

Attest:

/s/ Dawn Balash

Dawn Balash

Assistant Secretary



	THE BANK OF NEW YORK MELLON,
	as Trustee
By:	/s/ Laurence J. O’Brien
	Name: Laurence J. O’Brien
	Title:Vice President

Attest:

/s/ Latoya S. Elvin

Name: Latoya S. Elvin

Title: Vice President

STATE OF LOUISIANA )

) ss.:

PARISH OF ORLEANS )

On the 6th day of November, 2018, before me appeared Steven C. McNeal, to me personally known, who, being by me duly sworn, did say that he is the Vice President and Treasurer of ENTERGY MISSISSIPPI POWER AND LIGHT, LLC, and that the seal affixed to the above instrument is the seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said Steven C. McNeal acknowledged said instrument to be the free act and deed of said entity.

On the 6th day of November, 2018, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner’s Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY MISSISSIPPI POWER AND LIGHT, LLC, one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such seal; that it was so affixed by order of the Board of Directors of said entity; and that he signed his name thereto by like order.

/s/ Mark Grafton Otts

Mark Grafton Otts

Notary Public

State of Louisiana

Parish of Jefferson

Notary Public Identification No. 4430

My commission expires at my death

STATE OF NEW JERSEY )

)ss.:

COUNTY OF PASSAIC )

On this 19th day of November, 2018, before me appeared Laurence J. O’Brien to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that he is a Vice President 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 Directors, and said Vice President acknowledged said instrument to be the free act and deed of said corporation.

On the 19th day of November, 2018, before me personally came Latoya S. Elvin, to me known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did depose and say that she resides in Bogota, New Jersey; that she is a Vice President of THE BANK OF NEW YORK MELLON, one of the corporations described in and which executed the above instrument; that she 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 she signed her name thereto by like order.



	/s/ Rick J. Fierro
	Rick J. Fierro Notary Public State of New Jersey My Commission Expires Nov. 24, 2019