0000065984-05-000349 Sample Contracts

Entergy Corporation REMARKETING AGREEMENT
Remarketing Agreement • December 2nd, 2005 • Entergy Corp /De/ • Electric services • New York

This Agreement is dated as of December [__], 2005 (this "Agreement") by and among Entergy Corporation, a Delaware corporation (the "Company"), Citigroup Global Markets Inc., as the reset agent and the remarketing agent (the "Remarketing Agent"), and The Bank of New York, not individually but solely as Purchase Contract Agent (the "Purchase Contract Agent") and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

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ENTERGY CORPORATION AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee SUPPLEMENTAL INDENTURE NO. 1 Dated as of __________, 200__
Supplemental Indenture • December 2nd, 2005 • Entergy Corp /De/ • Electric services • New York

THIS SUPPLEMENTAL INDENTURE No. 1 (this "Supplemental Indenture No. 1"), dated as of __________, 200__, is between ENTERGY CORPORATION, a Delaware corporation (the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation of the State of New York, as trustee (the "Trustee").

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