Notice of Annual Meeting of Stockholders

New Orleans, Louisiana
March 26, 2003

To the Stockholders of ENTERGY CORPORATION:

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

MATTERS TO BE VOTED ON

1. Election of Fifteen Directors.
2. Approval of the Amended and Restated 1998 Equity Ownership Plan.
3. Approval of the Executive Annual Incentive Plan.
4. Stockholder proposal concerning "poison pills."

Michael G. Thompson

Secretary

Your vote is very important. For this reason, the Board of Directors is requesting that, unless you are able to and intend to vote your shares in person at this Annual Meeting of Stockholders, you allow your Entergy Corporation Common Stock to be represented at the Annual Meeting by J. Wayne Leonard, Robert v.d. Luft and Bismark A. Steinhagen, the persons named as proxies on the enclosed proxy card. This proxy statement has been prepared for the Board by our management. The terms "we", "our", "Entergy" and the "Corporation" each refer to Entergy Corporation. This proxy statement is being sent to our stockholders on or about March 26, 2003.

VOTING BY PROXIES. Of course, you may come to the meeting and vote your shares in person. If your Common Stock is held by a broker, bank or other nominee, you will receive instructions from them as to how your shares may be voted in accordance with your instructions. Follow those instructions carefully. If you hold your shares in your own name, you may instruct the proxies as to how to vote your Common Stock by using the toll free telephone number listed or accessing the Internet address on the proxy card or by signing, dating and mailing the proxy card in the postage paid envelope provided to you. Proxies granted by these methods are valid under applicable state law. When you use the telephone or Internet voting system, the system verifies that you are a stockholder through the use of a Control Number assigned to you. The telephone and Internet voting procedures allow you to instruct the proxies as to how to vote your shares and confirm that your instructions have been properly recorded. Your Control Number and specific directions for using the telephone and Internet voting system are on the proxy card. Whether you send your instructions by mail, telephone or the Internet, the proxies will vote your shares in accordance with those instructions. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board of Directors. We are not currently aware of any matters to be presented to the Annual Meeting other than those described in this proxy statement. If any other matters are presented at the meeting, the proxies will use their own judgment in determining how to vote your shares. If the meeting is adjourned, your Common Stock may be voted by the proxies on the new meeting date.

HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS. To revoke your proxy instructions, you must either advise the Secretary in writing before your shares have been voted by the proxies at the meeting, deliver to us later proxy instructions or attend the meeting and vote your shares in person.

QUORUM REQUIREMENT. The Annual Meeting cannot be held unless a quorum equal to a majority of the outstanding shares entitled to vote is represented at the meeting. If you have returned valid proxy instructions or attend the meeting in person, your shares will be counted to determine whether there is a quorum, even if you wish to abstain from voting on some or all matters introduced at the meeting. "Broker non-votes" also count for quorum purposes. If you hold your Common Stock through a broker, bank or other nominee, it may only vote those shares in accordance with your instructions. However, if it has not received your instructions by a specified date, it may vote on matters that the New York Stock Exchange has determined to be routine.

VOTES NECESSARY FOR ACTION TO BE TAKEN. Fifteen directors will be elected at the meeting, meaning that the fifteen nominees receiving the most votes will be elected. Abstentions will have no effect on the outcome of the election of directors.

COST OF THIS PROXY SOLICITATION. We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that certain of our employees may solicit stockholders for their proxies, personally and by telephone. None of these employees will receive any additional or special compensation for doing so. We have retained Morrow & Co. Inc. for a fee of $12,500 plus reasonable out-of-pocket costs and expenses, to assist in the solicitation of proxies. We will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their principals and obtaining their proxies.

ATTENDING THE ANNUAL MEETING. If you are a holder of record and you plan to attend the Annual Meeting, please come to the registration desk before the meeting. If you are a beneficial owner of Common Stock held by a bank or broker (i. e., in "street name"), you will need proof of ownership of your Common Stock as of March 12, 2003 to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote in person your shares of Common Stock held in street name, you must obtain a proxy in your name from the registered holder.

STOCKHOLDERS WHO OWN AT LEAST FIVE PERCENT. A stockholder "beneficially owns" Common Stock by having the power to vote or dispose of the Common Stock, or to acquire the Common Stock within 60 days. Stockholders who beneficially own at least five percent of the Common Stock are required to file certain reports with the Securities and Exchange Commission. Based on these reports, the following beneficial owners have reported their ownership as of December 31, 2002:

Name and Address of                                        Amount and Nature of        Percent
Beneficial Owner                                           Beneficial Ownership       of Class
Barrow, Hanley, Mewhinney & Strauss, Inc. ("BHM&S")           16,144,388(1)              7.27%
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75204-2429

AXA Financial, Inc.                                           12,457,216 (2)             5.6%
1290 Avenue of the Americas
New York, NY 10104

Putnam, LLC                                                   12,736,385 (3)             5.7%
One Post Office Square
Boston, Massachusetts 02109

All nominees are currently members of the Board, with the exception of Ms. Herman. Each has agreed to be named in this proxy statement and to serve if elected. Except where authority to vote for one or more nominee(s) is withheld, the proxies will vote all Common Stock represented by an executed proxy equally for the election of the nominees listed below.

TERM OF OFFICE. Directors are elected annually to serve a term of one year and until the next annual meeting of stockholders and the election of their successors.

INFORMATION ABOUT THE NOMINEES. The following biographical information was supplied by each nominee. Unless stated otherwise, all nominees have been continuously employed in their present positions for more than five years. The age of each individual is as of December 31, 2002.

                                   MAUREEN S. BATEMAN                             Age 59             Director Since 2000
                                                            Boston, Massachusetts
 

• Executive Vice President and General Counsel of State Street Corporation (administrative and financial services for institutional investors)
  
• Vice Chairman of the Board of Trustees of Fordham University
  
• Director of Boston Public Library Foundation; the Boston Bar Foundation; Catholic Schools Foundation of Boston; and member of the Board of Overseers, Boston Symphony Orchestra

                                    W. FRANK BLOUNT                                    Age 64              Director Since 1987
                                                             Atlanta, Georgia

• Chairman & Chief Executive Officer of JI Ventures, Inc. (high-tech venture capital fund)
  
• Former Chairman & Chief Executive Officer of Cypress Communications, Inc. (in-building integrated communications supplier)
  
• Former Chief Executive Officer and Director of Telstra Communications Corporation (Australian telecommunications company)
  
• Former Group President of AT&T
  
• Director of Caterpillar, Inc.; Alcatel Ltd.; Adtran, Inc.; and Hanson PLC

                                    VADM. GEORGE W. DAVIS                          Age 69           Director Since 1998
                                                             USN (Ret.)
                                                             Columbia, South Carolina

• Retired Director, President and Chief Operating Officer of Boston Edison Company (utility company)
  
• Vice Admiral (retired) U.S. Navy and former Commander Naval Surface Force, Pacific
  
• Former Director of The University of Chicago's Board of Governors for Argonne National Laboratories
  
• Former Chairman of the Board for the National Nuclear Accrediting Board for the Institute of Nuclear Power Operations
  

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

                                   CLAIBORNE P. DEMING                           Age 48                 Director Since 2002
                                                            El Dorado, Arkansas

• President and Chief Executive Officer and Director of Murphy Oil Corporation (oil and gas)
  
• Director of Murphy Oil Company, Ltd.
  
• President of the El Dorado Education Foundation
  
• Treasurer and Director of American Petroleum Institute
  
• Member of the Tulane Law School Dean's Advisory Board
  
• Member of the Business School Council for A. B. Freeman School of Business Tulane University
  

                                    ALEXIS HERMAN                                 Age 55                      Nominee for Director
                                                             McLean, Virginia

• Chair and Chief Executive Officer of New Ventures, Inc. (corporate consultants)
  
• Director of Cummins, Inc., Presidential Life Insurance Company and MGM Mirage
  
• Chair, Task Force for Human Resources of The Coca-Cola Company
  
• Chair, Diversity Advisory Board of Toyota Motor Sales
  
• Former Secretary of Labor of the United States
  
• Former White House Assistant to the President of the United States
  

                                   J. WAYNE LEONARD                            Age 52                 Director Since 1999
                                                            New Orleans, Louisiana

• Chief Executive Officer of Entergy and Entergy Services, Inc., January 1999-present
  
• Director of Entergy Arkansas, Inc.; Entergy Gulf States, Inc.; Entergy Louisiana, Inc.; Entergy Mississippi, Inc.; Entergy New Orleans, Inc.; and Entergy Services, Inc.; June 1998-1999
  
• Chief Operating Officer, Entergy Arkansas, Inc.; Entergy Gulf States, Inc.; Entergy Louisiana, Inc.; Entergy Mississippi, Inc.; and Entergy New Orleans, Inc.; March-December, 1998
  
• President, Cinergy Capital & Trading, 1998
  
• President, Energy Commodities Business Unit of Cinergy, 1998
  
• Group Vice President and Chief Financial Officer of Cinergy, 1994-1997
  

                                   ROBERT v.d. LUFT                                     Age 67              Director Since 1992
                                                            Chadds Ford, Pennsylvania

• Chairman of the Board, Entergy
  
• Member of the Board of EKLP, L.L.C.
  
• Member, Management Committee, EntergyShaw, L.L.C.
  
• Acting Chief Executive Officer of Entergy, May-December 1998
  
• Former Chairman of the Board of DuPont Dow Elastomers
  
• Retired Senior Vice President-DuPont and President-DuPont Europe (industrial products, fibers, petroleum, chemicals and specialty products businesses)
  
• Retired Chairman of DuPont International
  
• Member of the Board of Visitors, School of Engineering, University of Pittsburgh
  
• Director of Stonebridge Bank
  
• Director of U.S. Chamber of Commerce

                                   KATHLEEN A. MURPHY                             Age 52        Director Since 2000
                                                            Stamford, Connecticut

• Former Senior Vice President and Chief Financial Officer of Connell Limited Partnership (diversified manufacturing company)
• Trustee of Emmanuel College, Boston, Massachusetts

                                   DR. PAUL W. MURRILL                                 Age 68         Director Since 1993
                                                            Baton Rouge, Louisiana

• Professional Engineer
• Former Chairman of the Board of Piccadilly Cafeterias, Inc., Baton Rouge, Louisiana
• Former Chancellor of Louisiana State University and A&M College, Baton Rouge, Louisiana
• Retired Chairman of the Board and Chief Executive Officer of Entergy Gulf States, Inc.
  
• Director of Tidewater, Inc.; Baton Rouge Water Company; and MicroProbe Inc.
• Chairman of Trustees, Burden Foundation

                                   JAMES R. NICHOLS                                        Age 64        Director Since 1986
                                                            Boston, Massachusetts

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

• President and Chief Executive Officer of Greenville Compress Company (commercial warehouse and real estate)
  
• Chairman of Staple Cotton (regional cotton marketing co-op) and Enterprise Corporation of the Delta (a non-profit economic development corporation)
  
• Director of Mississippi Chemical Corporation

                                   DENNIS H. REILLEY                                 Age 49                 Director Since 1999
                                                            Danbury, Connecticut

• Chairman, President and Chief Executive Officer of PRAXAIR, Inc. (industrial gases)
  
• Director of Marathon Oil Corporation
  
• Former Chairman of American Chemical Council
  
• Former Executive Vice President & Chief Operating Officer of DuPont (industrial products, fibers, petroleum, chemicals, and specialty business products)
  
• Former Senior Vice President of DuPont
  
• Former Vice President and General Manager of DuPont White Pigment & Mineral Products
  
• Former Vice President and General Manager of DuPont Specialty Chemicals
  
• Former Vice President and General Manager of DuPont Lycra® /Terathane®
  
• Director of American Chemistry Council

                                   WM. CLIFFORD SMITH                             Age 67          Director Since 1983
                                                            Houma, Louisiana

• Chairman of the Board of T. Baker Smith & Son, Inc. (consultants - civil engineering and land surveying). During 2002, T. Baker Smith & Son, Inc. performed land-surveying services for Entergy companies and was paid approximately $287,000. Mr. Smith's children own 100% of the voting stock of T. Baker Smith & Son, Inc.
  
• Member of Mississippi River Commission
  
• Member of Louisiana Board of Regents (Colleges and Universities)

                                    BISMARK A. STEINHAGEN                         Age 68        Director Since 1993
                                                             Beaumont, Texas

• Chairman of the Board of Steinhagen Oil Company, Inc. (oil and gasoline distributor), Beaumont, Texas
  

In 2002, the Board of Directors met nine times. Reference to the "Board" means to the Board of Directors. In addition to meetings of the Board, directors attended meetings of separate Board Committees. In 2002, all who are directors attended at least 75% of the meetings of the Board and committees on which they serve. In 2003, the Board adopted revised Corporate Governance Guidelines, a revised charter for the Audit Committee, and charters for the Corporate Governance Committee and the Personnel Committee. Each of these documents is attached as an Exhibit to this Proxy Statement.

COMMITTEES OF THE BOARD. The Board of Directors has six standing committees.

Audit Committee                 8 meetings in 2002

Finance Committee             7 meetings in 2002

Personnel Committee         8 meetings in 2002

Nuclear Committee             8 meetings in 2002

Corporate Governance
Committee
(formerly Director
Affairs/Public
Affairs Committee)               6 meetings in 2002

Functions:                                Provides oversight on a broad range of issues surrounding the composition and operation of the
                                               Board, including identifying individuals qualified to become Board members, recommending to
                                               the Board director nominees to be elected at the annual meeting of shareholders and
                                               recommending to the Board a set of  corporate governance principles applicable to the
                                               Corporation.

Executive Committee           1 meeting and 1 action in writing without a meeting during 2002

Present Members:                    Robert v.d. Luft (Chairman)
                                                J. Wayne Leonard
                                                Paul W. Murrill
                                                W. Frank Blount
                                                George W. Davis

Functions:                                 May exercise Board powers with respect to management and the business affairs of the
                                                Corporation between Board meetings.

                                                 Reports all actions to the Board.

DIRECTOR COMPENSATION. Directors who are Entergy officers do not receive any fee for service as a director. Each non-employee director receives a fee of $1,500 for attendance at Board meetings, $1,000 for attendance at committee meetings scheduled in conjunction with Board meetings and $2,000 for attendance at committee meetings not scheduled in conjunction with a Board meeting. If a director attends a meeting of a committee on which that director does not serve as a member, he or she receives one-half of the fee of an attending member. Directors also receive $1,000 for participation in any inspection trip or conference not held in conjunction with a Board or committee meeting. In addition, the committee chairpersons of the Audit Committee and Nuclear Committee are paid an additional $10,000 annually and the committee chairpersons of the Personnel Committee, Corporate Governance Committee and Finance Committee are paid an additional $5,000 annually. Directors receive only one-half the fees set forth above for telephone attendance at Board or committee meetings. All non-employee directors receive on a quarterly basis 150 shares of Common Stock and one-half the value of the 150 shares in cash. In 2002, Mr. Luft was paid $200,000 plus 47,000 stock options (granted at market price) to serve as Chairman of the Board. The non-employee Directors have the opportunity to receive annually an executive physical examination either from their local physician or at the Mayo Clinic's Jacksonville, Florida location. The Corporation will pay the cost of the physical examination, and, if at Mayo, travel and living expenses. Non-employee Directors are reimbursed for all normal travel and expenses associated with attending Board and committee meetings as well as inspection trips and conferences associated with their Board duties.

SERVICE AWARDS FOR DIRECTORS. All non-employee directors are credited with 800 "phantom" shares of Common Stock for each year of service on the Board. The "phantom" shares vest after five years of service on the Board and are credited to a specific account for each director that is maintained solely for accounting purposes. After separation from Board service, these directors receive an amount in cash equal to the value of their accumulated "phantom" shares. Payments are made in at least five but no more than 15 annual payments. Each "phantom" share is assigned a value on its payment date equal to the value of a share of Common Stock on that date. Dividends are earned on each "phantom" share from the date of original crediting.

RETIREMENT FOR DIRECTORS. Before Entergy Gulf States, Inc. became a subsidiary of Entergy, it established a deferred compensation plan for its officers and non-employee directors. A director could defer a maximum of 100% of his salary, and an officer could defer up to a maximum of 50% of his salary. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a director, deferred their salaries. The directors' right to receive this deferred compensation is an unsecured obligation of the Corporation, which accrues simple interest compounded annually at the rate set by Entergy Gulf States, Inc. in 1985. In addition to payments received prior to 1997, on January 1, 2000, Dr. Murrill began to receive his deferred compensation plus interest in equal installments annually for 15 years. Beginning on the January 1 after Mr. Steinhagen turns 70, he will receive his deferred compensation plus interest in equal installments annually for 10 years.

Dr. Francis and Messrs. Blount, Percy, Nichols, deBree and Adm. Davis served during 2002 as members of the Personnel Committee of the Board. None of these directors was, during 2002, an officer or employee of Entergy or any of its subsidiaries.

The following table shows how much Common Stock each current director, nominee and executive officer named in the "Summary Compensation Table" on page 21 beneficially owned as of December 31, 2002, as well as how much they and the other executive officers beneficially owned as a group. This information has been furnished by each individual. Each individual has sole voting and investment power, unless otherwise indicated. The amount of Common Stock owned by all directors, nominees and executive officers as a group totals less than 1% of the outstanding Common Stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Directors and certain executive officers must file reports with the Securities and Exchange Commission indicating their ownership of any equity securities of the Corporation at the time they became a director or executive officer. Thereafter, reports must be filed to update any changes in ownership. In 2002, all directors' and officers' reports were timely filed.

1. Amounts include the value of restricted shares that vested in 2000 and 2002 (see note (c) below) under Entergy's Equity Ownership Plan.
2. Includes the following:

1. 2002 benefit accruals under the Defined Contribution Restoration Plan as follows: Mr. Gallaher $14,005; Mr. Hintz $22,499; Mr. Jackson $16,135; Mr. Leonard $20,517; and Mr. Wilder $14,553.
2. 2002 employer contributions to the System Savings Plan as follows: Mr. Gallaher $16,289; Mr. Hintz $11,819; Mr. Jackson $1,465; and Mr. Wilder $9,906.

Option Grants to the Executive Officers in 2002

The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) and includes covered compensation for the executive officers included in the salary column of the summary compensation table on page 21.

Retirement Income Plan Table (1)

1. Benefits are shown for various rates of final average pay, which is the highest salary earned in any consecutive 60 months during the last 120 months of employment.

PENSION EQUALIZATION PAYMENTS. Supplemental retirement benefits are provided to all executive officers and other participants whose benefits are limited under the qualified plans by applicable federal tax laws and regulations equal to the difference between the benefits that would have been payable under the qualified plans but for the applicable limitations and the benefits that are indicated in the above referenced pension table.

SUPPLEMENTAL RETIREMENT PLANS. Two other supplemental plans are offered to executive officers. Executives may participate in one or the other of these supplemental plans at the invitation of the Corporation. These plans provide that a participant may receive a monthly payment for 120 months. The amount of monthly payment shall not exceed 2.5% or 3.33%, depending upon the plan, of the participant's average basic annual pay (as defined in the plans). Current estimates indicate that the annual payments to any executive officer under either of these two plans would be less than the payments to that officer under the System Executive Retirement Plan discussed below.

SYSTEM EXECUTIVE RETIREMENT PLAN (SERP). This executive plan is an unfunded defined benefit plan for senior executives, that includes all of the executive officers named in the Summary Compensation Table (except for Mr. Leonard). Executive officers can choose, at retirement, between the retirement benefits paid under provisions of this plan or those payable under the supplemental retirement plans discussed above. The plan was amended in 1998 to provide that covered pay is the average of the highest three years annual base pay and incentive compensation earned by the executive during the ten years immediately preceding his retirement. Benefits are calculated by multiplying the covered pay times the maximum pay replacement ratios of 55%, 60% or 65% (dependent on job rating at retirement) that are attained at 30 years of credited service. The ratios are reduced for each year of employment below 30 years. The amended plan provides that the single employee receives a lifetime annuity and a married employee receives the reduced benefit with a 50% surviving spouse annuity. These retirement payments are guaranteed for ten years, but are offset by any and all defined benefit plan payments from the Corporation and from prior employers. These payments are not subject to social security offsets.

Receipt of benefits under any of the supplemental retirement plans described above is contingent upon several factors. The participant must agree not to take any employment after retirement with any entity that is in competition with or similar in nature to the Corporation or any affiliated company. Benefits are forfeitable for various reasons, including a violation of an agreement with the Corporation or resignation or termination of employment for any reason without the Corporation's permission.

The credited years of service for the Named Executive Officers under this plan are as follows: Mr. Gallaher (33), Mr. Hintz (31), Mr. Jackson (29) and Mr. Wilder (4).

System Executive Retirement Plan Table (1)

EXECUTIVE EMPLOYMENT CONTRACTS AND RETIREMENT AGREEMENTS. Upon completion of a transaction resulting in a change-in-control of Entergy (a "Merger"), benefits already accrued under Entergy's System Executive Retirement Plan, Post-Retirement Plan, Supplemental Retirement Plan and Pension Equalization Plan will become fully vested if the participant is involuntarily terminated without "cause" or terminates employment for "good reason" (as such terms are defined in such plans).

EXECUTIVE RETENTION AGREEMENTS

Retention Agreement with Mr. Leonard - The retention agreement with Mr. Leonard provides that upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason", as such terms are defined in the agreement, other than a termination of employment described in the next paragraph, or (b) by reason of Mr. Leonard's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to three times (in limited circumstances, five times) the sum of Mr. Leonard's base salary and target annual incentive award;

• Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals;

• his supplemental retirement benefit will fully vest, will be determined as if he had remained employed with Entergy until the attainment of age 55, and will commence upon his attainment of age 55;

• he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals;

• all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and

• Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.

If Mr. Leonard's employment is terminated by Entergy for "cause" at any time, or by Mr. Leonard without "good reason" and without Entergy's permission prior to his attainment of age 55, Mr. Leonard will forfeit his supplemental retirement benefit. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" with Entergy's permission prior to his attainment of age 55, Mr. Leonard will be entitled to a supplemental retirement benefit, reduced by 6.5% for each year that the termination date precedes his attainment of age 55, payable commencing upon Mr. Leonard's attainment of age 62. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" following his attainment of age 55, Mr. Leonard will be entitled to his full supplemental retirement benefit. The amounts payable under the agreement will be funded in a rabbi trust.

Employment Agreement with Mr. Gallaher - The employment agreement between Mr. Gallaher and his Entergy employer supercedes all prior agreements with Entergy and provides as follows:

• Upon retirement on his scheduled retirement date under the agreement, and in addition to the normal post-retirement benefits for which he is eligible, Entergy will pay to Mr. Gallaher a severance payment equal to his gross annual salary plus one week's pay for every year of continuous Entergy service, which amount shall not exceed twice his gross annual compensation ("Severance Benefit"), in exchange for a release of claims in favor of Entergy. The severance benefit shall be payable, at the election of Mr. Gallaher, as either a lump sum cash payment or in biweekly installments. He shall also be entitled to benefits under Entergy's Post Retirement Plan or System Executive Retirement Plan in accordance with the terms of such plans. Entergy will reimburse Mr. Gallaher for the household moving expenses associated with the move, prior to September 30, 2004, of his primary residence to another location in the Continental United States under the terms of Entergy's relocation policy.

• If Mr. Gallaher resigns, is terminated for cause (as defined in the agreement), dies, or becomes disabled prior to his scheduled retirement date, the additional benefits granted under the Agreement shall not be paid by the Company.

• If Entergy terminates Mr. Gallaher without cause (as defined in the agreement), then he shall be entitled to his annual unpaid base salary through his scheduled final employment date (the day preceding his retirement date) and the Severance Benefit. However, if there should occur a Change in Control and Mr. Gallaher should experience a Qualifying Event (as both terms are defined in the Continuity Plan), no amounts shall be payable under the agreement, and any payments otherwise due Mr. Gallaher shall be determined in accordance with the Continuity Plan.

Retention agreement with Mr. Hintz - The retention agreement with Mr. Hintz provides that Mr. Hintz will be paid an initial retention payment of approximately $2.8 million on the date on which a Merger is completed and an additional retention payment of approximately $2.3 million on the second anniversary of the completion of a Merger if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for two years after completion (a) by Mr. Hintz for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Hintz's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to $2.8 million if such termination occurs prior to completion of a Merger or equal to $2.3 million if such termination occurs following completion of a Merger;

• Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger;

• he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals, if such termination occurs prior to completion of a Merger, or based upon an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger;

• all of his stock options will become fully vested and will remain outstanding for their full ten-year term;

• he will be entitled to receive a supplemental retirement benefit that, when combined with Mr. Hintz's SERP benefit, equals the benefit he would have earned under the terms of the SERP as in effect immediately prior to March 25, 1998; and

• Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.

Retention Agreement with Mr. Jackson - The retention agreement with Mr. Jackson provides that upon retirement in accordance with the agreement, Mr. Jackson: (a) will be entitled to a subsidized retirement benefit equal to the applicable nonqualified retirement benefit payable to Mr. Jackson without reduction for early retirement ("Subsidized Retirement Benefit"); and (b) may enter into a consulting arrangement with Entergy through March 31, 2005, under terms and conditions set forth in the agreement.

Pursuant to the agreement, should Mr. Jackson experience a Qualifying Event (as defined in the agreement) after the Successor Placement Date (as defined in the agreement) but before March 31, 2003, he shall not be entitled to benefits under the System Executive Continuity Plan but shall instead be entitled to the following:

• a lump sum amount equal to any unpaid base salary that would otherwise have been paid through March 31, 2003;

• the Subsidized Retirement Benefit; and

• all other benefits to which he may be entitled under the terms and conditions of those Entergy plans and programs in which he participates in accordance with the agreement.

Additionally, Mr. Jackson is entitled to certain benefits, as described in the agreement, in the event of a change in control (as defined in the System Executive Continuity Plan) after which Entergy or its successor company fails to honor Mr. Jackson's consulting arrangement.

Retention Agreement with Mr. Wilder - The retention agreement with Mr. Wilder provides that if Mr. Wilder terminates his employment without "good reason" and prior to a termination for "cause," as those terms are defined in his agreement, Entergy will pay to him a lump sum cash severance payment equal to three times the sum of his base salary and target annual award and a "gross-up" payment in respect of any excise taxes he might incur.

The agreement also provides that, as a substitute for the above entitlement, upon termination of employment (a) by Mr. Wilder for "good reason" or by Entergy without "cause", as such terms are defined in the agreement, in each case prior to the termination of a Merger or prior to the second anniversary of the completion of a Merger, (b) by reason of Mr. Wilder's death or disability while a Merger is pending and for two years after completion of a Merger or (c) for any reason following the second anniversary of a Merger:

• Mr. Wilder will be entitled to a lump sum cash severance payment equal to four times (in limited circumstances, three times) the sum of the his base salary and maximum annual incentive award;

• Mr. Wilder will be entitled to a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals;

• except in the case of a termination by reason of death or disability, he will continue to be employed as a Special Project Coordinator at an annual base salary of $200,000, and will continue to participate in all of Entergy's benefit plans, until the earliest of (a) his attainment of age 55 (at which time he will be deemed eligible to retire under Entergy's plans then in effect), (b) his employment with a company listed in the Fortune Global 500 Index or (c) his employment with any company that has a conflict of interest policy that would prohibit his continued employment with Entergy;

• Entergy will credit him with 15 additional years of service under Entergy's supplemental retirement plan and he may elect to receive either (a) approximately $1.9 million in a cash lump sum in full settlement of all nonqualified retirement benefits or (b) the benefit that he would have earned under the terms of the SERP applicable to individuals who became participants on or after March 25, 1998 (which amount he may elect to receive upon completion of a Merger);

• he will be entitled to immediate vesting of performance awards, based upon an assumed maximum achievement of applicable performance goals;

• all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and

• he will be entitled to a "gross-up" payment in respect of any excise taxes he might incur.

If Mr. Wilder terminates employment without good reason and other than on account of death or disability, on or after the completion of a Merger and before the second anniversary of the completion of a Merger:

• Mr. Wilder is entitled to a lump sum cash severance payment equal to three times the sum of his base salary and target annual incentive award;

• Mr. Wilder is entitled to a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals;

• he will continue to be employed as a Special Project Coordinator at an annual base salary of $200,000, and will continue to participate in all of Entergy's benefit plans, until the earliest of (a) his attainment of age 55 (at which time he will be deemed eligible to retire under Entergy's plans then in effect), (b) his employment with a company listed in the Fortune Global 500 Index or (c) his employment with any company that has a conflict of interest policy that would prohibit his continued employment with Entergy;

• Entergy will credit him with 15 additional years of service under Entergy's supplemental retirement plan and he may elect either (a) approximately $1.9 million in a cash lump sum in full settlement of all nonqualified retirement benefits or (b) the benefit that he would have earned under the terms of the SERP applicable to individuals who became participants on or after March 25, 1998 (which amount he may elect to receive upon completion of a Merger);

• he will be entitled to immediate vesting of performance awards, based upon an assumed target achievement of applicable performance goals;

• all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and

• he will be entitled to a "gross-up" payment in respect of any excise taxes he might incur.

The Personnel Committee has approved and recommends that the stockholders vote for the approval of the Entergy Corporation Amended and Restated 1998 Equity Ownership Plan (the "EOP") to supercede the 1998 Equity Ownership Plan (the "1998 Plan"). The Personnel Committee believes the EOP will enhance the Company's ability to attract and retain outstanding employees and align their interests with those of the stockholders. The EOP is designed to allow amounts paid and stock issued upon grant performance units or exercise of stock options to qualify as performance-based compensation that is deductible under IRS Code Section. 162(m) provided that all other requirements for exempt status of such compensation are followed.

The Personnel Committee's approval and recommendation of the EOP follows a review and evaluation of Entergy's existing compensation plans and a comparison of those plans with the programs offered by comparable companies. While the EOP represents, in part, a continuation of Entergy's stock option program, it also provides flexibility in the form and payment of awards to meet changing business needs.

The EOP includes provisions which provide for the grant or award of (a) stock options, (b) restricted stock, and (c) other awards payable in cash. The EOP would permit total equity-based awards from the effective date through the life of the EOP of up to 7,900,000 shares.

A summary of the EOP follows.

At the Annual Meeting the stockholders will vote on the approval of the EOP.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE ENTERGY CORPORATION AMENDED AND RESTATED 1998 EQUITY OWNERSHIP PLAN.

HISTORY OF THE EOP

The EOP that is proposed to be approved by stockholders began as the 1991 Equity Ownership Plan of Entergy Corporation and its Subsidiaries (the "1991 Plan"). The 1991 Plan was itself amended and restated in 1998. This amendment and restatement of the 1991 Plan was approved by stockholders, resulting in the 1998 Plan. The 1998 Plan has been amended several times since 1998, so that change in control provisions are now part of the EOP and the ability to defer taxable gain has been expressly addressed.

In addition, an additional plan, the Equity Awards Plan (the "EAP"), was authorized in 2000. Because some senior executives were prohibited from participation in the EAP, stockholder approval was neither sought nor required. As part of its decision to seek re-approval of the EOP, the Personnel Committee has directed that no further awards be issued under the EAP, effective upon the approval of the EOP by stockholders.

A table showing the number of securities to be issued upon exercise of outstanding options, the weighted average exercise price of outstanding options, and the number of securities remaining available for future issuance under both the EOP and the EAP can be found above in the discussion of executive compensation under the heading "Equity Compensation Plan Information." In 2002, approximately 2,200 employees participated in the EAP or the EOP.

MATERIAL CHANGES TO THE EOP

The EOP makes several revisions to the 1998 Plan. First, two of the four award types, performance units and equity awards, have been effectively combined and are payable only in cash. The provisions relating to stock options have been revised in a number of respects, the most significant of which are:

Also, while there was no cap on restricted share grants under the 1998 Plan, the EOP limits the aggregate number of restricted shares that may be granted to 1,500,000 shares.

In addition, under the EOP, there is now a limit on cash awards. Specifically, the total value of all performance units available to be granted to the named executives in the Compensation Table in any period may not exceed 1% of operating cash flow, and the value of performance units available to any one individual during a single period may not exceed .5% of operating cash flow for the period. Performance shares have been eliminated. Finally, under the EOP, payments made to certain executives are allowed to be deferred into the Company's Executive Deferral Compensation Plan, and authority is granted to the Personnel Committee or its delegatee to determine whether other investment options should be available for amounts held in EOP deferral accounts. All of these changes would only apply to grants or elections made after the effective date, which is February 13, 2003 if the EOP is approved by stockholders.

SUMMARY OF THE EOP

If approved by the stockholders, the EOP will be effective as of February 13, 2003.

The purpose of the EOP is to align the personal financial interests of key employees with the Company's stockholders. The EOP includes provisions for awarding stock options, restricted stock, and awards payable in cash to key employees.

The EOP will be administered by the Personnel Committee. Subject to the terms of the EOP, the Personnel Committee has authority:

Eligibility under the EOP is limited to employees of the Company and its affiliates. The Personnel Committee, in its sole discretion, shall determine which employees are eligible to participate in the EOP, and only those employees identified by the Personnel Committee as able to affect the equity value of the Company through significant contributions to Company profitability and growth will be selected for participation.

Currently, up to 15,000,000 shares of Common Stock may be issued under the 1998 Plan, and approximately 7,100,000 of those shares have been issued. Because the EOP does not seek an increase in the number of authorized shares, the maximum number of shares of Common Stock that may be issued after the effective date under the EOP in satisfaction of exercised options or restricted stock is 7,900,000. No more than 1,500,000 of the 7,900,000 shares available under the EOP may be used for grants of restricted stock to eligible employees. If any stock option granted pursuant to the EOP terminates, expires or lapses, or any restricted stock granted pursuant to the EOP is forfeited, any shares of Common Stock subject to such option or restricted stock will again be available for grant.

In the event of a stock split, merger, reorganization, recapitalization, stock dividend or other event described under the terms of the EOP, the Personnel Committee will make appropriate adjustments to the number of shares subject to grants previously made to participants, in the exercise price per share of stock options previously granted to participants and in the number and kinds of shares which may be distributed under the EOP.

Stock Options. The EOP authorizes grants of stock options to eligible employees from time to time as determined by the Personnel Committee. Subject to the limits of the EOP, the Personnel Committee may grant options under the EOP for such number of shares and having such terms as the Personnel Committee designates; however, the maximum number of options that may be granted to any one employee under the EOP may not exceed 1,000,000 after the effective date.

Each stock option shall have an exercise price that is not less than the fair market value of the Common Stock on the date the option is granted.

Payment for shares received upon exercise of a stock option may be made by an optionee in cash, shares of Common Stock, shares of Common Stock subject to restrictions, a combination of the foregoing, through a cashless exercise with a broker, or, in the discretion of the Personnel Committee, by the Company withholding shares of Common Stock equal in value to the exercise price of the stock option. The EOP requires senior executives to retain at least 75% of their after tax net profit in Common Stock for 60 months, unless their full-time employment ceases before the expiration of that 60 month holding period.

The Personnel Committee is authorized to determine whether and how an optionee may exercise his or her options after an optionee ceases to be an employee for any reason including total disability, death or retirement (as defined under the EOP).

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

Restricted Stock. The Personnel Committee will determine the nature and extent of the restrictions on grants of restricted stock, the duration of such restrictions, and any circumstances under which restricted shares will be forfeited. Restricted shares will be deposited with the Company while any restrictions remain in place. Except as otherwise provided by the Personnel Committee during any such period of restriction, recipients shall have all of the rights of a holder of Common Stock, including but not limited to voting rights and the right to receive dividends. The Personnel Committee may establish rules concerning the impact of the termination of employment (by reason of retirement, total disability, death or otherwise) on the applicability of any outstanding restrictions.

Cash Awards. The EOP permits the Personnel Committee to grant cash awards in two forms: performance units and equity awards.

To determine the value of performance units, the Personnel Committee will establish the time period of not less than one year over which performance will be measured (the "Performance Period") and the criteria to be used by the Personnel Committee to evaluate the Company's performance with respect to each Performance Period. Such criteria may include financial or operating measures of the Company or its divisions, such as pretax income, net income, earnings per share, revenue, expenses, return on assets, return on equity, return on investment, net profit margin, operating profit margin, operating cash flow, total stockholder return, capitalization, liquidity, results of customer satisfaction surveys and other measures of quality, safety, productivity, cost management or process improvement or other criteria established by the Personnel Committee, or they may be based on the Company's performance compared with one or more selected companies. The EOP permits the Personnel Committee to grant equity awards to eligible employees from time to time. An equity award consists of the ability to purchase a phantom unit, equal in value to one share of Common Stock. Payment of earned performance units and equity awards will be made to participants in cash.

The value of all performance units granted under the EOP during a calendar year will not exceed 1% of the operating cash flow for the Company during the relevant performance period as calculated by the Personnel Committee, and the value of all performance units granted to an individual under the EOP during a performance period will not exceed 0.5% of the operating cash flow for the Company during the relevant performance period as calculated by the Personnel Committee.

The EOP allows payments to executives above a certain level to be deferred through the purchase of Equity Awards. Also, subject to the terms of the Company's Executive Deferred Compensation Plan (the "EDCP"), an officer or other key employee eligible to participate in the EDCP may defer the receipt of some or all of the cash or Common Stock receivable pursuant to a stock option or other grant.

The Board may at any time terminate or amend the EOP in any respect. No amendment or termination of the EOP may, without the consent of an affected participant, alter or impair any of the rights or obligations under any options or other rights theretofore granted such participant under the EOP.

In the event of a change in control, any outstanding options held by senior executives that have not yet vested shall vest effective as of such date, restrictions on restricted stock held by senior executives shall lapse, and senior executives who have previously been awarded performance units shall earn no less than the participant would have earned if the performance period terminated as of such date.

A change in control occurs (a) if any person becomes the beneficial owner, directly or indirectly, of 25% or more of Entergy's outstanding Common Stock, (b) upon the consummation of a merger or consolidation of Entergy with any other corporation, other than a merger or consolidation where the Board of Directors immediately preceding the transaction constitutes a majority of the Board immediately following the transaction, (c) upon shareholder approval of a complete liquidation or dissolution of Entergy, or the consummation of an agreement to sell substantially all of the assets of Entergy, or (d) upon a change in any two year period in a majority of the members of the Board of Directors of Entergy, as defined in the EOP.

The federal income tax consequences applicable to the Company in connection with stock option, restricted stock, performance units or equity awards are complex and depend, in large part, on the surrounding facts and circumstances. Under current federal income tax laws, unless deferred, a participant will generally recognize income with respect to grants of restricted stock, stock options, performance units or equity awards, as follows:

1. PAYMENTS IN RESPECT OF PERFORMANCE UNITS AND EQUITY AWARDS. Any cash received as payments in respect of performance awards under the EOP will constitute ordinary income to the employee in the year in which paid, and the Company may be entitled to a deduction in the same amount subject to the limitation of Internal Revenue Code Section 162(m).
2. STOCK OPTIONS. The grant of a stock option will not result in any immediate tax consequences to the Company or the optionee. Upon the exercise of a stock option, the optionee will generally realize ordinary income. The Company will be entitled to a deduction at the same time as, and in an amount equal to, the income realized by the optionee.
3. RESTRICTED STOCK. An employee generally will not realize taxable income upon an award of restricted stock. However, an employee who receives restricted stock, either as a grant or in payment of a performance award, will realize as ordinary income at the time of the lapse of the restrictions an amount equal to the fair market value of the Common Stock at the time of such lapse unless the employee who has been granted restricted stock elects to realize ordinary income on the date of receipt of the restricted Common Stock. At the time the employee realizes ordinary income, the Company may be entitled to deduct the same amount as the ordinary income realized by the employee subject to the limitation of Internal Revenue Code Section 162(m).
4. IRS CODE SECTION 162(M). Payment or grants (excluding restricted stock) under the EOP are intended to qualify as "qualified performance-based compensation" under the IRS Code and the applicable regulations.

Entergy is unable to provide meaningful disclosure as to what benefits will be payable under the EOP because payments are contingent on performance goals that have not been set and the number of participants and the amount of stock options or performance shares to be awarded, which have not been determined. Under the 1998 Plan, however, the Personnel Committee granted options in January of 2003 to named executive officers as follows: Leonard, 195,000; Gallaher, 20,000; Hintz, 80,000; Jackson, 10,000; and Wilder, 60,000. A total of 664,500 options were granted under the 1998 Plan, all to executive officers. The strike price of these options is $44.45. Options granted to the named executive officers in 2002 are reported on the Option Grant Table, and the securities exercisable under all of these grants are included in the Equity Compensation Plan Information table.

The Personnel Committee has approved and recommends that the Stockholders vote for the approval of the Entergy Corporation Executive Annual Incentive Plan (the "EAIP"). The Board of Directors believes "at risk" compensation is a significant factor in stimulating executive performance to increase stockholder value. The EAIP is designed to link pay and performance by providing Entergy's officers with the opportunity to receive an annual cash award based on the achievement of pre-established performance goals.

The EAIP is structured to allow that, to the extent that applicable requirements are satisfied, any amounts in excess of $1 million paid under the EAIP to the Chief Executive Officer and the other officers of the Company listed in the Summary Compensation Table qualify as performance-based compensation deductible for federal income tax purposes under Section 162(m) of the Internal Revenue Code of 1986, as amended ("IRS Code"), and the applicable regulations. Stockholder approval is required to satisfy the requirements of IRS Code Section 162(m).

The EAIP will afford flexibility in the form and payment of awards to meet changing business needs. The Board's approval and recommendation of the EAIP follows a review and evaluation of the Company's existing compensation plans and a comparison with incentive compensation plans offered by other comparable companies to their key employees. A summary of the EAIP follows.

At the Annual Meeting the Stockholders will vote on the approval of the EAIP.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE ENTERGY CORPORATION EXECUTIVE ANNUAL INCENTIVE PLAN.

SUMMARY OF THE EXECUTIVE ANNUAL INCENTIVE PLAN

If approved by the Stockholders, the EAIP, as amended, will be effective for grants and elections made after January 1, 2003, and will continue until terminated by the Board. The terms of the EAIP prior to this amendment will continue to govern any payments that may be made for the 2002 plan year.

The EAIP links pay and performance by providing Entergy's officers with an opportunity to receive an annual cash award based upon the achievement of pre-established performance goals. The performance goals are determined by the Personnel Committee and are intended to align the interests of plan participants with those of Entergy and its shareholders.

The EAIP will be administered by the Personnel Committee. Subject to the terms of the EAIP, the Personnel Committee will have the authority to determine the size, terms and conditions of awards under the EAIP, to construe and interpret the EAIP, to amend the terms and conditions of any outstanding award to the extent such terms and conditions are within the sole discretion of the Personnel Committee as provided in the EAIP, and to make all other determinations which may be necessary or advisable for administration of the EAIP.

All employees of Entergy or its 80% owned subsidiaries as of the last fiscal quarter of the performance period at the approximate equivalent of a corporate Vice President, are eligible to participate in the EAIP for that performance period.

Not later than 90 days after the beginning of each performance period, the Personnel Committee will select one or more performance measures, establish written performance goals with respect to each selected performance measure and determine the award opportunities for that performance period.

The performance measures may be based on any combination of corporate, division and/or individual goals. For each performance measure, the Personnel Committee will establish performance goals which will be used to determine award opportunities. For example, the Personnel Committee may establish various levels of Company pretax income as performance goals and link each such performance goal to an award opportunity. The performance measures, performance goals and award opportunities may vary among officers and from year to year. The Personnel Committee may establish minimum levels of performance goal achievement below which grants will not be made.

As soon as practicable after the end of the performance period, the Personnel Committee will assess performance to determine what payments, if any, will be made under the EAIP for each of the Company's officers.

The EAIP provides that the total amount payable for one performance period to named executive officers in the Summary Compensation Table for the applicable period shall not exceed 1% of Entergy's operating cash flow for the performance period and the amount payable to any one named officer under the EAIP for a performance period shall not exceed 0.5% of Entergy's operating cash flow for the performance period.

As provided in the EAIP, the Personnel Committee has negative discretion to reduce or eliminate any or all final grants that would otherwise be paid. However, the Personnel Committee may not exercise discretion to increase the amount otherwise payable to an officer.

In the event that changes are made to IRS Code Section 162(m) or the regulations thereunder to permit greater flexibility with respect to any award opportunities under the EAIP, the Personnel Committee may exercise such greater flexibility consistent with the terms of the EAIP without regard to the restrictive provisions of the EAIP.

Amounts due under the EAIP are payable as soon as practicable after the payment is approved by the Personnel Committee. Subject to the terms of the Company's Executive Deferred Compensation Plan (the "EDCP"), an officer eligible to participate in the EDCP may defer the receipt of some or all of the officer's payment. If all or a portion of an officer's payment is not deductible by the Company under Section 162(m), the Personnel Committee may, in its discretion, require that payment of the nondeductible portion of the payment be deferred under a Company sponsored deferred compensation plan.

If during a performance period the officer ceases to be a regular, full time employee of the Company for a reason other than death, total disability or retirement, the officer's eligibility under the EAIP shall terminate and no amounts will be paid to that officer under the EAIP. In the event a participating officer (who was an officer as of the first day of a performance period) terminates employment due to death, total disability or retirement, that officer shall be entitled to a portion of his or her potential payment, as determined by Administrative Guidelines.

The Personnel Committee may modify, amend, suspend or terminate the EAIP at any time.

As discussed above, amounts that may be paid under the EAIP for fiscal 2003 and future years are dependent on the attainment of performance goals established by the Personnel Committee, as well as the Personnel Committee's authority, subject to the terms of the EAIP, to reduce or eliminate such grants. Accordingly, the amounts, if any, that may be paid under the EAIP in the future cannot presently be determined. If the Stockholders do not approve the EAIP, it will continue in effect, but compensation paid under it will not be deductible under Section 162(m) of the Internal Revenue Code. The Personnel Committee will review the Company's executive compensation program in light of such vote and the principles described in its Report on Executive Compensation.

STATEMENT OF SECURITY HOLDER.

4 - Shareholder Vote on Poison Pills
This topic won an average 60%-yes vote at 50 companies in 2002

Harvard Report

A 2001 Harvard Business School study found that good corporate governance (which took into account whether a company has a poison pill) was positively and significantly related to company value. This study, conducted with the University of Pennsylvania's Wharton School, reviewed the relationship between the corporate governance index for 1,500 companies and company performance from 1990 to 1999.

Some believe that a company with good governance will perform better over time, leading to a higher stock price. Others see good governance as a means of reducing risk, as they believe it decreases the likelihood of bad things happening to a company.

Since the 1980s Fidelity, a mutual fund giant with $800 billion invested, has withheld votes for directors at companies that have approved poison pills, Wall Street Journal, June 12, 2002.

Council of Institutional Investors Recommendation

The Council of Institutional Investors www.cii.org, an organization of 120 pension funds which invests $1.5 trillion, called for shareholder approval of poison pills. In recent years, various companies have been willing to redeem existing poison pills or seek shareholder approval for their poison pill. This includes Columbia/HCA, McDermott International and Bausch & Lomb. I believe that our company should follow suit and allow shareholder participation.

Shareholder Vote on Poison Pills
Yes on 4

BOARD OF DIRECTORS' RESPONSE: Your Board of Directors notes that a substantially similar proposal by this proponent received a 79% favorable vote at last year's Annual Meeting of Shareholders. Entergy has never had a poison pill and the present Board has no intention of implementing a poison pill.

By order of the Board of Directors,

Robert v.d. Luft
Chairman of the Board.
Dated: March 26, 2003

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

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

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

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

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

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

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

Financial Reporting:

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

Business Risks:

Independent Auditor:

Internal Audit:

Committee Effectiveness and Scope:

Approved this 31^st day of January 2003 by the Board of Directors, Entergy Corporation.

The purpose of the Committee is to a) provide oversight on the broad range of issues surrounding the composition and operation of the Board of Directors, including identifying individuals qualified to become Board members, recommending to the Board director nominees to be elected at the annual meeting of shareholders and recommending to the Board a set of corporate governance principles applicable to the Corporation, and b) advise management regarding governmental, regulatory and public relations matters.

Size. The size of the Committee shall be determined by the Board, but it must always have at least three members.

Qualifications. Each Committee member must satisfy the applicable independence requirements set forth in the rules of the New York Stock Exchange.

Appointment and Removal. The Board selects Committee members, including the Committee's Chair, based on recommendations of the Corporate Governance Committee. Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member.

The duties and responsibilities of the Committee shall include the following:

1. To review annually with the Board the size and composition of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, independence, characteristics, expertise and diversity appropriate for the Board.
2. To review, determine and report at least annually that the Board and each of its committees meet the requirements for independence, expertise or otherwise imposed by the SEC, the NYSE or any other body with authority over the Board and its composition.
3. To review and recommend to the Board the nominees to be proposed for election as Directors.
4. To recommend annually to the Board proposed committee membership and committee chairs.
5. To make recommendations on the frequency, content and structure of Board meetings.
6. To review and recommend to the Board a Code of Conduct applicable to the Company's directors.
7. To make recommendations concerning any other aspect of the procedures of the Board or matters pertaining to the Board that the Committee considers warranted, including but not limited to procedures with respect to the unusual circumstance of any waiver by the Board concerning the Code of Conduct applicable to the Company's directors or executive officers or to the waiver of any other Company corporate governance rule, guideline, procedure or principle.
8. To review periodically the Corporate Governance Guidelines adopted by the Board to assure that they are appropriate for the Company and comply with the requirements of the NYSE, and to recommend any desirable changes to the Board.
9. To review current developments in the corporate governance area and to make recommendations as appropriate.

            10.   To make recommendations to the Board concerning the Board's duty to conduct an annual self-evaluation.

The Committee will meet as frequently as necessary to carry out its responsibilities under this Charter. The Committee Chair will, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Any Committee member may suggest items to be included on the agenda. Committee members may also raise subjects that are not on the agenda at any meeting. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. A majority of the number of Committee members selected by the Board will constitute a quorum for conducting business at a meeting of the Committee. The act of a majority of Committee members present at a Committee meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law or by the Company's certificate of incorporation or its bylaws. The Committee Chair will supervise the conduct of the meetings and will have other responsibilities as the Committee may specify from time to time.

The Committee may request any officer or other employee of the Company, or any representative of the Company's legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member's participation is not appropriate, and such member's absence shall not destroy the quorum for the meeting.

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent permitted by applicable law, to any other body or individual.

The Committee shall have appropriate resources and sole authority to discharge its responsibilities, including, without limitation, appropriate funding, in such amounts as the Committee deems necessary, to compensate any consultants or any other advisors retained by the Committee. The Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities. The Committee may also direct management to assist the Committee in any of its duties.

At least annually, the Committee will (a) review this Charter with the Board and recommend any changes to the Board and (b) evaluate its own performance against the requirements of this Charter and report the results of this evaluation to the Board. The evaluation will include establishment of the goals and objectives of the Committee for the upcoming year. The Committee will conduct its review and evaluation in such manner as it deems appropriate.

Consistent with New York Stock Exchange listing requirements, this Charter will be included on the Company's website and will be made available in print upon a request sent to the Company's Secretary. The Company's annual report to stockholders will state that this Charter is available on the Company's website and will be available in print upon a request sent to the Company's Secretary.

March 17, 2003

The Personnel Committee (Committee) establishes and administers the Company's policies, programs and procedures for hiring, promoting, and setting compensation for its executive officers (i.e., Chairman, CEO, President, Executive Vice President). The Committee discharges the Board's responsibilities relating to compensation of the Company's executive officers and produces a report on executive compensation for inclusion in the Company's proxy statement for its annual meeting of stockholders in accordance with applicable rules and regulations.

The Committee also reviews other major employee matters, including workforce diversity, safety, and compensation.

The Committee serves as the sole decision-maker concerning issues relating to executive compensation in accordance with applicable tax and securities laws.

The Committee monitors performance and developmental activities of the executive officer team.

Size. The size of the Committee shall be determined by the Board, but it must always have at least three members.

Qualifications. Each Committee member must satisfy the applicable independence requirements set forth in the New York Stock Exchange Rules and tax and securities laws. Desirable qualifications for Committee members include experience in business management, executive compensation, employee benefits, and human resources.

Appointment and Removal. The Board selects Committee members, including the Committee's Chair, based on recommendations of the Corporate Governance Committee. Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member. The Chairman of the Committee shall, unless otherwise directed by the Board, serve at least two years as Chair.

The duties and responsibilities of the Committee are:

The Committee will meet as frequently as necessary to carry out its responsibilities under this Charter, but in no case shall this be less than four times per year. The Committee Chair will, in consultation with the other members of the Committee and appropriate Company management, establish the agenda for each Committee meeting. Any Committee member may suggest items to be included on the agenda. Committee members may also raise subjects that are not on the agenda at any meeting. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. A majority of the number of Committee members selected by the Board will constitute a quorum for conducting business at a meeting of the Committee. The act of a majority of Committee members present at a Committee meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law or by the Company's certificate of incorporation or its by-laws. The Committee Chair will supervise the conduct of the meetings.

The Committee may request any officer or other employee of the Company, or any representative of the Company's legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee.

The Committee may delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent permitted by applicable law, to any other body or individual. In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of three or more members of the Committee.

The Committee shall have appropriate resources and authority to discharge its responsibilities, including, appropriate funding, in such amounts as the Committee deems necessary, to compensate any consultants or any other advisors retained by the Committee. The Committee will have the sole authority to retain and terminate compensation consultants to assist in the evaluation of executive officer compensation and the sole authority to approve the fees and other retention terms of such compensation consultants. The Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities. The Committee may also direct management to assist the Committee in any of its duties.

At least annually, the Committee will (a) review this Charter and recommend any changes to the Board and (b) evaluate its own performance against the requirements of this Charter and report the results of this evaluation to the Board. The evaluation will include establishment of the goals and objectives of the Committee for the upcoming year. The Committee will conduct its review and evaluation in such manner as it deems appropriate.

Consistent with New York Stock Exchange listing requirements, this Charter will be included on the Company's website and will be made available in print upon a request sent to the Company's Secretary. The Company's annual report to stockholders will state that this Charter is available on the Company's website and will be available in print upon a request sent to the Company's Secretary.

March 17, 2003

The primary mission of the Board of Directors of Entergy Corporation is to advance the interests of the Company's stockholders by creating a valuable long-term business. The Board believes that this mission is best served by establishing a corporate culture of accountability, responsibility and ethical behavior through the careful selection and evaluation of senior management and members of the Board and by carrying out the Board's responsibilities with honesty and integrity.

In discharging their obligations, directors should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors. Board members are expected to rigorously prepare for, attend, and participate in all Board meetings and meetings of Board committees on which they serve and to devote the time necessary to appropriately discharge their responsibilities. Each Board member is expected to ensure that other commitments do not materially interfere with the member's service as a director.

2. Selection of Chairman and CEO

The Entergy Board elects both the Chairman of the Board and the Chief Executive Officer, but it does not have a set policy concerning whether or not the roles of the Chairman of the Board and CEO should be combined or separate. The Board will review this structure on an annual basis through the Corporate Governance Committee. Should the Board combine the roles of Chairman of the Board and CEO, it will then consider the advisability of appointing a lead independent director.

3. Standing Committees; Independent Advisors

A committee structure of six standing committees is appropriate: Executive, Audit, Nuclear, Personnel, Corporate Governance and Finance. The Board may create or disband committees to accommodate changing circumstances. Members of the Audit Committee, the Personnel Committee and the Corporate Governance Committee will be independent under criteria established buy the New York Stock Exchange. The Board and each committee may, as it deems necessary and appropriate, retain independent counsel and other independent advisors.

4. Assignment and Rotation of Committee Members

The Chairman of the Board and the Corporate Governance Committee shall annually recommend to the Board proposed committee memberships and committee chairs. The Corporate Governance Committee will review these recommendations and report the matter to the full Board for action. In general rotation of memberships and chairmanships is deemed desirable. Unless specified in a committee's charter, there is no mandated periodic rotation of committee members since the Board wishes to have the flexibility to change committee memberships as needed to ensure appropriate breadth of background and experience for each committee.

5. Frequency and Length of Committee Meetings

The Committee Chair, in consultation with Committee members, will determine the frequency and length of the meetings of a Committee.

6. Committee Agenda

The Committee Chair, in consultation with the appropriate members of management and staff, will develop the Committee's agenda.

7. Selection of Agenda Items for Board Meetings

The Chairman of the Board and the CEO, with input from appropriate members of management and staff, set agenda items for Board meetings. Each Board member is free and encouraged to suggest items for the agenda.

8. Board and Committee Presentations and Materials Distributed in Advance

It is the sense of the Board that information and data that is important to the Board or its Committees be distributed to the appropriate directors before the Board and Committees meet. The meeting agendas, summaries and other relevant information should be sent to directors at least one week in advance of Board and Committee meetings. Directors are expected to have carefully reviewed this information prior to attending the Board and Committee meetings. This information should include an assessment by the Chairman and CEO as to issues, policies, strategies, or events to which the Board should give particular attention at upcoming meetings.

9. Regular Attendance of Non-Directors at Board Meetings

Key members of management, as designated by the CEO, may attend each meeting of the Board. The Board encourages the CEO to bring managers into Board meetings who: (a) can provide additional insight into agenda items and/or (b) have future potential that warrants exposure to the Board. The Board meets in executive session to consider matters of a confidential nature which may not be appropriate to discuss in the presence of non-directors.

10. Executive Sessions of Non-Management Directors

At each Board meeting, an Executive Session is held with only directors attending. At the request of the Chairman of the Board or a majority of the Board, the Corporate Secretary may attend an Executive Session. At least four times each year, an Executive Session is held with only the non-management directors in attendance to discuss any matters determined by them as appropriate for such a meeting. If the Chairman of the Board is a non-management director, he or she will chair these non-management executive sessions. If the Chairman of the Board is not a non-management director, the Chairman of the Corporate Governance Committee will chair these executive sessions. Among the matters that may be discussed at such Executive Sessions are succession planning, the CEO's evaluation of his or her direct reports and any self-assessment by the Board. Board members are free to meet or communicate with one another any time they wish.

11. Board Access to Senior Management

Board members have complete access to Entergy's management. Board members will use good judgment to assure that these contacts are not disruptive to the business operations of the Company and, if the content of the contact is significant, it should be brought to the attention of the Chairman of the Board and CEO.

12. Board Compensation Review

13. Size of Board

Entergy Corporation's Articles of Incorporation state that the Board of Directors shall consist of not less than 9 nor more than 19 members.

14. Mix of Inside and Outside Directors

There should be a substantial majority of non-employee directors and a majority of independent directors. All corporate governance decisions should be approved by a majority of the independent directors.

15. Board Definition of What Constitutes Independence for Non-employee Directors

The Board supports and complies with the New York Stock Exchange statement of director independence specified in the NYSE's Listed Company Manual. Specifically, among other things:

17. Former Chief Executive Officer's Board Membership

When the CEO resigns, he/she should also offer his/her resignation as director at the same time. The Board, with due consideration of input from the new CEO, may allow the former CEO to continue to serve as a director. After a period of five years, the Board may determine that the former CEO is an independent director.

18. Board Membership Criteria

1. The Corporate Governance Committee is responsible for reviewing with the Board on an annual basis the appropriate skills and characteristics required overall of Board members. It is the Board's objective that, at all times, its membership be composed of qualified, dedicated, and highly regarded individuals who have experience relevant to Entergy's operations and understand the complexities of the Company's business environment. In assessing Board membership criteria, the Corporate Governance Committee and the Board should consider factors such as judgment, skill, diversity, integrity, experience with business and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Board seeks to include a diversity of backgrounds, perspectives, and skills among its members. Additionally, the Board recognizes that Section 8 of the Clayton Act (15 USC Section 19) prohibits, in certain circumstances, an individual from serving on the Boards of competing corporations.

               b.  Directors should advise the Chairman of the Board, the Chair of the Corporate Governance Committee and the
                    General Counsel in advance of accepting an invitation to sit on the Board of another Company.

19. Selection of New Director Candidates; Orientation and Continuing Education

20. Assessing the Board's Performance

The Board will conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The assessment includes evaluation of the Board's contribution as a whole and specific areas in which the Board and/or management believes a better contribution could be made. The purpose of the review is to increase the effectiveness of the Board as a whole.

21. Directors Who Change Their Present Job Responsibility

Non-employee directors should offer their resignations when they change employment or the major responsibilities they held when they joined the Board. This does not necessarily mean that such directors should leave the Board. There should, however, be an opportunity for the Board, through the recommendation of the Corporate Governance Committee, to review the appropriateness of their nomination for re-election to the Board under these circumstances.

22. Term Limits

The Board has not established term limits. While acknowledging that term limits may bring new ideas and views to the Board, term limits cause the Company to lose the insight and knowledge of the organization and its operations that are developed over a period of time and therefore allow a director to make increasing contributions to the Board. The Corporate Governance Committee will annually consult with each director and allow each director the opportunity to confirm his or her desire to continue as a member of the Board.

23. Retirement Age

Directors may not be nominated by the Board for election or re-election after they have reached the age of 70, unless specifically recommended to serve beyond the age of 70 by the Corporate Governance Committee and approved by the Board of Directors.

24. Evaluation of the Chief Executive Officer

As set forth in the Charter of the Personnel Committee, the Personnel Committee will conduct an annual review of the performance of the CEO and will set the CEO's compensation. The results of the review and evaluation are communicated to the CEO by the Chairman of the Board.

25. Succession Planning

The Personnel Committee shall, at least annually, report to the Board on succession planning. The Company's succession plan will include appropriate contingencies in case the CEO retires or is incapacitated. The Personnel Committee will evaluate potential successors to the CEO. The CEO should make available to the Personnel Committee and to the Board recommendations and evaluations of potential successors.

26. Management Development

The CEO will present to the Board annually a report on the Company's program for management development. The Board of Directors will thereafter review and discuss the CEO's report.

27. Board Interaction With Institutional Investors, the Press, Customers, etc.

Management is expected to be the principal spokesman for Entergy. It is expected that public statements by directors regarding the Company will be with the knowledge of and, in most instances, at the request of management.

28. Directors' Responsibility of Oversight

The Directors of the Company, in their role of the oversight of management, have a responsibility to: 1) approve fundamental operating, financial and other corporate plans, strategies and objectives; 2) evaluate the performance of the Company and its senior management and take appropriate action, including removal, when warranted; 3) select, regularly evaluate and fix compensation of senior executives (Personnel Committee function); 4) require, approve and implement senior executive succession plans; 5) adopt policies of corporate conduct, including compliance with applicable laws and regulations, and maintain accounting, financial and other controls; 6) review the process of providing appropriate financial and operational information to decision makers (including Board members) and 7) evaluate the overall effectiveness of the Board.

29. Directors' Responsibility of Diligence and Knowledge

The Directors of the Company have the responsibility to have a basic understanding of the: 1) principal operational and financial objectives, strategies and plans of the Company; 2) results of operations and financial condition of the Company and any significant subsidiaries; 3) relative standing of the business segments and subsidiaries within the Company.

The Directors of the Company have the responsibility to satisfy themselves that an effective system is in place for periodic and timely reporting to the Board on the following matters: 1) current business and financial performance, including the degree of achievement of approved objectives and the need to address forward-planning issues; 2) financial statements, with appropriate segment or divisional breakdowns; 3) compliance with laws and corporate policies; 4) material litigation and regulatory matters.

Directors are expected to review Board and committee agendas and material sufficiently to enable them to participate in the meetings in an informed manner.

30. Directors' Responsibility in Disagreement

If, after a thorough discussion, a Director disagrees with any significant action to be taken by the Board, the Director may vote against the proposal and request that the dissenting vote be recorded in the minutes of the meeting.

31. Directors' Responsibility of Participation

Directors are expected to attend and participate in Board and committee meetings. If, during the course of a Board year, a director does not attend 75% of the aggregate number of meetings of the Board or committees on which the director serves, the Corporate Governance Committee shall meet with that director in an attempt to resolve the situation. If the situation cannot be resolved to the satisfaction of the Corporate Governance Committee, the Committee may take any action it deems appropriate, including a recommendation to the full Board not to renominate that director for election.

32. Directors' Responsibility of Loyalty

Directors should not use their corporate position to make personal profit or to gain a personal advantage. When a director, directly or indirectly, has a financial or personal interest in a transaction to which the Company is to be a party, the director should obtain the approval of the Corporate Governance Committee to participate in the transaction or should refrain from participating in the transaction.

33. Directors' Responsibility of Confidentiality

A Director should deal in confidence with all matters involving the Company until such time that there has been general public disclosure.

34. Amendments and Availability

These Corporate Governance Guidelines should be reviewed periodically by the Corporate Governance Committee and may be amended by a majority vote of the independent members of the Board of Directors. Consistent with the requirements of the New York Stock Exchange, these guidelines will be included on the Company's website and will be made available in print upon a request sent to the Company's Secretary.

The principal executive officer and those responsible for the preparation, evaluation and dissemination of financial information hold an important and elevated role in corporate governance. Therefore, in addition to the principles in the Code of Entegrity, Entergy expects that such personnel adhere to and advocate the following principles and responsibilities governing professional and ethical conduct.

To the best of their knowledge and ability, such personnel shall:

1. Act with honesty and integrity, ethically handling actual or apparent conflicts of interest in personal and professional relationships.
2. Provide full, fair, accurate, timely and understandable disclosure in reports and documents that Entergy files with, or submits to, the Securities and Exchange Commission and in public communications made by Entergy.
3. Comply with applicable laws, rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
4. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing independent judgment to be subordinated.
5. Respect the confidentiality of information acquired in the course of work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of work shall not be used for personal advantage.
6. Share knowledge and maintain skills important and relevant to constituents' needs.

 

7. Proactively promote ethical behavior as a responsible colleague among peers in the work environment and community.
8. Timely report any evidence of a violation of these principles to the Entergy Ethics Line (1-888-257-3844).

I hereby appoint J. Wayne Leonard, Robert v.d. Luft and Bismark A. Steinhagen jointly and severally, as Proxies, each with the power to appoint his substitute, and hereby authorize them to represent and to vote, as designated on the reverse side, all shares of Common Stock of Entergy Corporation held of record by me on March 12, 2003, at the Annual Meeting of Stockholders to be held at the Del Lago Conference Center, 600 Del Lago Blvd., Montgomery, Texas 77356, on Friday, May 9, 2003, at 10:00 a.m., Central Daylight Time, and any adjournment or adjournments thereof, with all powers that I would possess if personally present.

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