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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000731/0000065984-00-000077/0000065984-00-000077.txt : 20000921
<SEC-HEADER>0000065984-00-000077.hdr.sgml : 20000921
ACCESSION NUMBER:		0000065984-00-000077
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20000730
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000731

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY CORP /DE/
		CENTRAL INDEX KEY:			0000065984
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4911
]		IRS NUMBER:				721229752
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-11299
			FILM NUMBER:		682946
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		639 LOYOLA AVE
				CITY:			NEW ORLEANS
				STATE:			LA
				ZIP:			70113
				BUSINESS PHONE:		5045295262
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		PO BOX 61000
					CITY:			NEW ORLEANS
					STATE:			LA
					ZIP:			70161
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	ENTERGY GSU HOLDINGS INC /DE/
						DATE OF NAME CHANGE:	19940329
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	ENTERGY CORP /FL/
							DATE OF NAME CHANGE:	19940329
</FORMER-COMPANY>

							FORMER COMPANY:	
								FORMER CONFORMED NAME:	MIDDLE SOUTH UTILITIES INC
								DATE OF NAME CHANGE:	19890521
</FORMER-COMPANY>
</FILER>

								FILER:

									COMPANY DATA:	
										COMPANY CONFORMED NAME:			ENTERGY ARKANSAS INC
										CENTRAL INDEX KEY:			0000007323
										STANDARD INDUSTRIAL CLASSIFICATION:	 [4911
]										IRS NUMBER:				710005900
										STATE OF INCORPORATION:			AR
										FISCAL YEAR END:			1231
</COMPANY-DATA>

										FILING VALUES:
											FORM TYPE:		8-K
											SEC ACT:		
											SEC FILE NUMBER:	001-10764
											FILM NUMBER:		682947
</FILING-VALUES>

											BUSINESS ADDRESS:	
												STREET 1:		425 WEST CAPITOL AVE
												STREET 2:		40TH FLOOR
												CITY:			LITTLE ROCK
												STATE:			AR
												ZIP:			72201
												BUSINESS PHONE:		5013774000
</BUSINESS-ADDRESS>

												MAIL ADDRESS:	
													STREET 1:		P O BOX 551
													CITY:			LITTLE ROCK
													STATE:			AR
													ZIP:			72203
</MAIL-ADDRESS>

													FORMER COMPANY:	
														FORMER CONFORMED NAME:	ARKANSAS POWER & LIGHT CO
														DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>
</FILER>

														FILER:

															COMPANY DATA:	
																COMPANY CONFORMED NAME:			ENTERGY GULF STATES INC
																CENTRAL INDEX KEY:			0000044570
																STANDARD INDUSTRIAL CLASSIFICATION:	 [4911
]																IRS NUMBER:				740662730
																STATE OF INCORPORATION:			TX
																FISCAL YEAR END:			1231
</COMPANY-DATA>

																FILING VALUES:
																	FORM TYPE:		8-K
																	SEC ACT:		
																	SEC FILE NUMBER:	001-27031
																	FILM NUMBER:		682948
</FILING-VALUES>

																	BUSINESS ADDRESS:	
																		STREET 1:		350 PINE ST
																		CITY:			BEAUMONT
																		STATE:			TX
																		ZIP:			77701
																		BUSINESS PHONE:		4098386631
</BUSINESS-ADDRESS>

																		MAIL ADDRESS:	
																			STREET 1:		350 PINE ST
																			CITY:			BEAUMONT
																			STATE:			TX
																			ZIP:			77701
</MAIL-ADDRESS>

																			FORMER COMPANY:	
																				FORMER CONFORMED NAME:	GULF STATES UTILITIES CO
																				DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>
</FILER>

																				FILER:

																					COMPANY DATA:	
																						COMPANY CONFORMED NAME:			ENTERGY LOUISIANA INC
																						CENTRAL INDEX KEY:			0000060527
																						STANDARD INDUSTRIAL CLASSIFICATION:	 [4911
]																						IRS NUMBER:				720245590
																						STATE OF INCORPORATION:			LA
																						FISCAL YEAR END:			1231
</COMPANY-DATA>

																						FILING VALUES:
																							FORM TYPE:		8-K
																							SEC ACT:		
																							SEC FILE NUMBER:	001-08474
																							FILM NUMBER:		682949
</FILING-VALUES>

																							BUSINESS ADDRESS:	
																								STREET 1:		639 LOYOLA AVE
																								CITY:			NEW ORLEANS
																								STATE:			LA
																								ZIP:			70113
																								BUSINESS PHONE:		5045953100
</BUSINESS-ADDRESS>

																								MAIL ADDRESS:	
																									STREET 1:		PO BOX 61000
																									CITY:			NEW ORLEANS
																									STATE:			LA
																									ZIP:			70161
</MAIL-ADDRESS>
</FILER>

																									FILER:

																										COMPANY DATA:	
																											COMPANY CONFORMED NAME:			ENTERGY MISSISSIPPI INC
																											CENTRAL INDEX KEY:			0000066901
																											STANDARD INDUSTRIAL CLASSIFICATION:	 [4911
]																											IRS NUMBER:				640205830
																											STATE OF INCORPORATION:			MS
																											FISCAL YEAR END:			1231
</COMPANY-DATA>

																											FILING VALUES:
																												FORM TYPE:		8-K
																												SEC ACT:		
																												SEC FILE NUMBER:	000-00320
																												FILM NUMBER:		682950
</FILING-VALUES>

																												BUSINESS ADDRESS:	
																													STREET 1:		308 EAST PEARL STREET
																													CITY:			JACKSON
																													STATE:			MS
																													ZIP:			39201
																													BUSINESS PHONE:		6013685000
</BUSINESS-ADDRESS>

																													MAIL ADDRESS:	
																														STREET 1:		308 EAST PEARL STREET
																														CITY:			JACKSON
																														STATE:			MI
																														ZIP:			39201
</MAIL-ADDRESS>

																														FORMER COMPANY:	
																															FORMER CONFORMED NAME:	MISSISSIPPI POWER & LIGHT CO
																															DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>
</FILER>

																															FILER:

																																COMPANY DATA:	
																																	COMPANY CONFORMED NAME:			ENTERGY NEW ORLEANS INC
																																	CENTRAL INDEX KEY:			0000071508
																																	STANDARD INDUSTRIAL CLASSIFICATION:	 [4931
]																																	IRS NUMBER:				720273040
																																	STATE OF INCORPORATION:			LA
																																	FISCAL YEAR END:			1231
</COMPANY-DATA>

																																	FILING VALUES:
																																		FORM TYPE:		8-K
																																		SEC ACT:		
																																		SEC FILE NUMBER:	000-05807
																																		FILM NUMBER:		682951
</FILING-VALUES>

																																		BUSINESS ADDRESS:	
																																			STREET 1:		639 LOYOLA AVE
																																			CITY:			NEW ORLEANS
																																			STATE:			LA
																																			ZIP:			70113
																																			BUSINESS PHONE:		5045295262
</BUSINESS-ADDRESS>

																																			MAIL ADDRESS:	
																																				STREET 1:		PO BOX 61000
																																				CITY:			NEW ORL
																																				STATE:			LA
																																				ZIP:			70161
</MAIL-ADDRESS>

																																				FORMER COMPANY:	
																																					FORMER CONFORMED NAME:	NEW ORLEANS PUBLIC SERVICE INC
																																					DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>
</FILER>

																																					FILER:

																																						COMPANY DATA:	
																																							COMPANY CONFORMED NAME:			SYSTEM ENERGY RESOURCES INC
																																							CENTRAL INDEX KEY:			0000202584
																																							STANDARD INDUSTRIAL CLASSIFICATION:	 [4911
]																																							IRS NUMBER:				720752777
																																							STATE OF INCORPORATION:			AR
																																							FISCAL YEAR END:			1231
</COMPANY-DATA>

																																							FILING VALUES:
																																								FORM TYPE:		8-K
																																								SEC ACT:		
																																								SEC FILE NUMBER:	001-09067
																																								FILM NUMBER:		682952
</FILING-VALUES>

																																								BUSINESS ADDRESS:	
																																									STREET 1:		ECHELON ONE
																																									STREET 2:		1340 ECHELON PKWY
																																									CITY:			JACKSON
																																									STATE:			MS
																																									ZIP:			39213
																																									BUSINESS PHONE:		6013685000
</BUSINESS-ADDRESS>

																																									MAIL ADDRESS:	
																																										STREET 1:		PO BOX 31995
																																										CITY:			JACKSON
																																										STATE:			MS
																																										ZIP:			39286-1995
</MAIL-ADDRESS>

																																										FORMER COMPANY:	
																																											FORMER CONFORMED NAME:	MIDDLE SOUTH ENERGY INC
																																											DATE OF NAME CHANGE:	19860803
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                              FORM 8-K
                           CURRENT REPORT

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

     Date of Report (Date earliest event reported) July 30, 2000

Commission   Registrant, State of Incorporation,     I.R.S. Employer
File Number  Address and Telephone Number            Identification No.
1-11299      ENTERGY CORPORATION                     13-5550175
             (a Delaware corporation)
             639 Loyola Avenue
             New Orleans, Louisiana  70113
             Telephone (504) 576-4000

1-10764      ENTERGY ARKANSAS, INC.                  71-0005900
             (an Arkansas corporation)
             425 West Capitol Avenue, 40th Floor
             Little Rock, Arkansas 72201
             Telephone (501) 377-4000

1-27031      ENTERGY GULF STATES, INC.               74-0662730
             (a Texas corporation)
             350 Pine Street
             Beaumont, Texas  77701
             Telephone (409) 838-6631

1-8474       ENTERGY LOUISIANA, INC.                 72-0245590
             (a Louisiana corporation)
             4809 Jefferson Highway
             Jefferson, Louisiana 70121
             Telephone (504) 840-2734

0-320        ENTERGY MISSISSIPPI, INC.               64-0205830
             (a Mississippi corporation)
             308 East Pearl Street
             Jackson, Mississippi 39201
             Telephone (601) 368-5000

0-5807       ENTERGY NEW ORLEANS, INC.               72-0273040
             (a Louisiana corporation)
             1600 Perdido Building
             New Orleans, Louisiana 70112
             Telephone (504) 670-3674

1-9067       SYSTEM ENERGY RESOURCES, INC.           72-0752777
             (an Arkansas corporation)
             Echelon One
             1340 Echelon Parkway
             Jackson, Mississippi 39213
             Telephone (601) 368-5000



<PAGE>

Item 5.   Other Events

   On  July 30, 2000, Entergy Corporation, a Delaware corporation
("Entergy"), FPL Group, Inc., a Florida corporation ("FPL"),  WCB
Holding  Corp.,  a  Delaware corporation (  the  "New  Company"),
Ranger  Acquisition Corp., a Florida corporation  and  a  wholly-
owned  subsidiary of the New Company ("Merger Sub  A")  and  Ring
Acquisition  Corp.,  a Delaware corporation  and  a  wholly-owned
subsidiary  of the New Company ("Merger Sub B") entered  into  an
Agreement and Plan of Merger (the "Merger Agreement").

     Attached as Exhibits and incorporated by reference in  their
entirety as Exhibits 2.1 and 99.1 respectively, are copies of the
Merger  Agreement and a joint press release of  Entergy  and  FPL
announcing the execution of the Merger Agreement.


Item 7.   Exhibits.


      2.1 Agreement and Plan of Merger dated as of July 30, 2000,
          among FPL Group, Inc., Entergy Corporation, WCB Holding
          Corp.,  Ranger  Acquisition Corp. and Ring  Acquisition
          Corp.

     99.1 Joint Press release dated July 31, 2000 announcing  the
          execution of the Merger Agreement.

     99.2 Form of Employment Agreement by and between WCB Holding
          Corp. and James L. Broadhead.

     99.3 Form of Employment Agreement by and between WCB Holding
          Corp. and J.Wayne Leonard.


<PAGE>

CERTAIN INFORMATION CONCERNING PARTICIPANTS

      Entergy and certain other persons named below may be deemed to be
participants in the solicitation of proxies of Entergy stockholders  to
adopt  and  approve  the Merger Agreement and to approve  the  Mergers.
The  participants  in this solicitation may include  the  directors  of
Entergy (Robert v.d. Luft, Maureen S. Bateman, W. Frank Blount,  George
W.  Davis,  Norman C. Francis, Wayne Leonard, Thomas F.  McLarty,  III,
Kathleen  A.  Murphy,  Paul W. Murrill, James R.  Nichols,  William  A.
Percy,  II,  Dennis  H.  Reilley, Wm. Clifford  Smith  and  Bismark  A.
Steinhagen)  and  the  officers of Entergy and its subsidiaries  (Wayne
Leonard, Chief Executive Officer, Donald C. Hintz, President, Jerry  D.
Jackson,  Executive  Vice  President, C. John  Wilder,  Executive  Vice
President  and Chief Financial Officer, Frank F. Gallaher, Senior  Vice
President,  Generation, Transmission and Energy Management, Richard  J.
Smith,  Senior  Vice  President,  Transition  Management,  Michael   G.
Thompson, Senior Vice President, General Counsel and Secretary,  Horace
S.  Webb, Senior Vice President, External Affairs, Joseph T. Henderson,
Vice  President  and  General Tax Counsel,  Nathan  E.  Langston,  Vice
President  and  Chief  Accounting  Officer,  Steven  C.  McNeal,   Vice
President  and  Treasurer, Christopher T. Screen, Assistant  Secretary,
Renae  E.  Conley,  President and Chief Executive  Officer  of  Entergy
Louisiana, Inc., Nancy Morovich, Vice President-Investors  Relations of
Entergy  Services,  Inc.  and  Arthur Wiese,  Vice  President-Corporate
Communications).  The aforementioned directors and officers of  Entergy
and  its  subsidiaries, as a group, may be deemed to  beneficially  own
approximately  less than 1% of Entergy's outstanding  common  stock  or
securities convertible into common stock.


<PAGE>

                               SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                        Entergy Corporation
                                        Entergy Arkansas, Inc.
                                        Entergy Gulf States, Inc.
                                        Entergy Louisiana, Inc.
                                        Entergy Mississippi, Inc.
                                        Entergy New Orleans, Inc.
                                        System Energy Resources, Inc.

                                        By:  /s/ Nathan E. Langston
                                                Nathan E. Langston
                                                Vice President and
                                                Chief Accounting Officer



Dated: July 31, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                          Exhibit 2.1

                                              CONFORMED COPY




                    AGREEMENT AND PLAN OF MERGER


                            by and among


                          FPL GROUP, INC.,


                        ENTERGY CORPORATION,



                         WCB HOLDING CORP.,



                      RANGER ACQUISITION CORP.



                                 and



                       RING ACQUISITION CORP.



                      Dated as of July 30, 2000


<PAGE>

                          TABLE OF CONTENTS


                                                        Page

                         ARTICLE I

                        The Mergers

SECTION 1.01.  The Mergers                                 2
SECTION 1.02.  Closing                                     3
SECTION 1.03.  Effective Time of the Mergers.              3
SECTION 1.04.  Effects of the Mergers                      3
SECTION 1.05.  Directors and Officers of FPL
                and Entergy                                4
SECTION 1.06.  Board of Directors; Officers.               5
SECTION 1.07.  Post-Merger Operations                      5


                         ARTICLE II

     Effect of the Mergers on the Capital Stock of the
     Constituent Corporations; Exchange of Certificates

SECTION 2.01.  Effect on Capital Stock                     6
SECTION 2.02.  Exchange of Certificates                    8


                        ARTICLE III

               Representations and Warranties

SECTION 3.01.  Representations and Warranties of
                 FPL                                      13
SECTION 3.02.  Representations and Warranties of
                 Entergy                                  31


                         ARTICLE IV

                         Covenants

SECTION 4.01.  Covenants of FPL                           46
SECTION 4.02.  Covenants of Entergy                       53
SECTION 4.03.  No Solicitation by FPL                     59
SECTION 4.04.  No Solicitation by Entergy                 62
SECTION 4.05.  Other Actions                              65
SECTION 4.06.  Coordination of Dividends                  65


                         ARTICLE V

                   Additional Agreements

SECTION 5.01.  Preparation of the Form S-4 and the
                 Joint Proxy Statement; Shareholders
                 Meetings                                 65
SECTION 5.02.  Letters of FPL's Accountants               67
SECTION 5.03.  Letters of Entergy's Accountants           67
SECTION 5.04.  Access to Information; Confidentiality     67
SECTION 5.05.  Regulatory Matters; Reasonable Best
                 Efforts                                  68
SECTION 5.06.  Stock Options; Restricted Stock and
                 Equity Awards; Stock Plans               70
SECTION 5.07.  Employee Matters; Stock Plans              73
SECTION 5.08.  Indemnification, Exculpation and
                 Insurance                                74
SECTION 5.09.  Fees and Expenses                          75
SECTION 5.10.  Public Announcements                       79
SECTION 5.11.  Affiliates                                 79
SECTION 5.12.  NYSE Listing                               79
SECTION 5.13.  Shareholder Litigation                     79
SECTION 5.14.  Tax Treatment                              79
SECTION 5.15.  Common Stock Repurchases                   80
SECTION 5.16.  Standstill Agreements; Confidentiality
                 Agreements                               80


                         ARTICLE VI

                    Conditions Precedent

SECTION 6.01.  Conditions to Each Party's Obligation
                 To Effect the Mergers                    81
SECTION 6.02.  Conditions to Obligations of FPL           81
SECTION 6.03.  Conditions to Obligations of Entergy       83
SECTION 6.04.  Frustration of Closing Conditions          84


                        ARTICLE VII

             Termination, Amendment and Waiver

SECTION 7.01.  Termination                                85
SECTION 7.02.  Effect of Termination                      87
SECTION 7.03.  Amendment                                  88
SECTION 7.04.  Extension; Waiver                          88
SECTION 7.05.  Procedure for Termination, Amendment,
                 Extension or Waiver                      88


                        ARTICLE VIII

                     General Provisions

SECTION 8.01.  Nonsurvival of Representations and
                 Warranties                               89
SECTION 8.02.  Notices                                    89
SECTION 8.03.  Definitions                                90
SECTION 8.04.  Interpretation                             91
SECTION 8.05.  Counterparts                               91
SECTION 8.06.  Entire Agreement; No Third-Party
                 Beneficiaries                            91
SECTION 8.07.  Governing Law                              92
SECTION 8.08.  Assignment                                 92
SECTION 8.09.  Enforcement                                92
SECTION 8.10.  Severability                               93
SECTION 8.11.  Waiver of Jury Trial                       93


Exhibit A      Form of Articles of Incorporation of the Company
               as of the Effective Time
Exhibit B      Form of By-laws of the Company as of the
               Effective Time
Exhibit C      Corporate Governance of the Company Following
               the Effective Time
Exhibit D      Form of Affiliate Letter

<PAGE>

               AGREEMENT AND PLAN OF MERGER dated as of July 30, 2000
          (this "Agreement"), by and among FPL GROUP, INC., a Florida
          corporation ("FPL"), ENTERGY CORPORATION, a Delaware
          corporation ("Entergy"), WCB HOLDING CORP., a Delaware
          corporation, 50% of whose outstanding capital stock is
          owned by FPL and 50% of whose outstanding capital stock is
          owned by Entergy (the "Company"), RANGER ACQUISITION CORP.,
          a Florida corporation and a wholly-owned subsidiary of the
          Company ("Merger Sub A"), and RING ACQUISITION CORP., a
          Delaware corporation and a wholly-owned subsidiary of the
          Company ("Merger Sub B").

          WHEREAS the respective Boards of Directors of FPL, Entergy,
the Company, Merger Sub A and Merger Sub B have approved the
consummation of the business combination provided for in this
Agreement, pursuant to which Merger Sub A and Merger Sub B will merge
with and into FPL and Entergy, respectively, whereby, subject to the
terms of Article II, each share of common stock, par value $.01 per
share, of FPL (including, except as the context otherwise requires,
the associated FPL Rights as defined in Section 3.01(b), the "FPL
Common Stock") and each share of common stock, par value $.01 per
share, of Entergy (the "Entergy Common Stock") will be converted into
the right to receive the Merger Consideration (as defined in Section
2.02) (such transactions are referred to herein individually as the
"FPL Merger" and the "Entergy Merger", respectively, and collectively
as the "Mergers"), as a result of which the holders of FPL Common
Stock and Entergy Common Stock will together own all of the
outstanding shares of common stock, par value $.01 per share, of the
Company (the "Company Common Stock") (and the Company will, in turn,
own all of the outstanding shares of common stock, par value $.01 per
share, of the surviving corporation in the FPL Merger (the "Surviving
FPL Common Stock") and all of the outstanding shares of common stock,
par value $.01 per share, of the surviving corporation in the Entergy
Merger (the "Surviving Entergy Common Stock"));

          WHEREAS the respective Boards of Directors of FPL and
Entergy have each determined that the Mergers and the other
transactions contemplated hereby are consistent with, and in
furtherance of, the best interests of their respective corporations
and shareholders and each of FPL's and Entergy's respective business
strategies and goals;

          WHEREAS FPL and Entergy desire to make certain
representations, warranties, covenants and agreements in connection
with the Mergers and also to prescribe various conditions to the
Mergers; and

          WHEREAS, for Federal income tax purposes, it is intended
that each of the Mergers will constitute a tax-free transaction
governed by Section 351 of the Internal Revenue Code of 1986, as
amended (the "Code"), and that the shareholders of FPL and Entergy
will recognize no gain or loss for Federal income tax purposes as a
result of the consummation of the Mergers.


          NOW, THEREFORE, in consideration of the foregoing and of
the representations, warranties, covenants and agreements contained
in this Agreement, the parties agree as follows:


                         ARTICLE I

                        The Mergers

          SECTION 1.01.  The Mergers.  Upon the terms and subject to
the conditions set forth in this Agreement:

          (a)  At the FPL Effective Time (as defined in Section
     1.03), Merger Sub A shall be merged with and into FPL in
     accordance with the Florida Business Corporation Act (the
     "FBCA").  FPL shall be the surviving corporation in the FPL
     Merger and shall continue its corporate existence under the laws
     of the State of Florida and shall succeed to and assume all of
     the rights and obligations of FPL and Merger Sub A in accordance
     with the FBCA.  As a result of the FPL Merger, FPL shall become
     a wholly-owned subsidiary of the Company.  The effects and the
     consequences of the FPL Merger shall be as set forth in Section
     1.04(a).

          (b)  At the Entergy Effective Time (as defined in Section
     1.03), Merger Sub B shall be merged with and into Entergy in
     accordance with the Delaware General Corporation Law (the
     "DGCL").  Entergy shall be the surviving corporation in the
     Entergy Merger and shall continue its corporate existence under
     the laws of the State of Delaware and shall succeed to and
     assume all of the rights and obligations of Entergy and Merger
     Sub B in accordance with the DGCL.  As a result of the Entergy
     Merger, Entergy shall become a wholly-owned subsidiary of the
     Company.  The effects and the consequences of the Entergy Merger
     shall be as set forth in Section 1.04(a).

          SECTION 1.02.  Closing.  The closing of the Mergers (the
"Closing") will take place at 10:00 a.m., local time, on a date to be
specified by the parties (the "Closing Date"), which shall be no
later than the second business day after satisfaction or waiver of
the conditions set forth in Article VI, unless another time or date
is agreed to by the parties hereto.  The Closing shall be held at
such location in The City of New York as is agreed to by the parties
hereto.

          SECTION 1.03.  Effective Time of the Mergers.  Subject to
the provisions of this Agreement, as soon as practicable on or after
the Closing Date, (i) with respect to the FPL Merger, the parties
thereto shall deliver articles of merger (the "FPL Certificate of
Merger") executed in accordance with, and containing such information
as is required by, Section 607.1105 of the FBCA to the Department of
State of the State of Florida and shall make all other filings or
recordings required under the FBCA, and (ii) with respect to the
Entergy Merger, the parties thereto shall file a certificate of
merger (the "Entergy Certificate of Merger") executed in accordance
with, and containing such information as is required by, the relevant
provisions of Section 251 of the DGCL with the Secretary of State of
the State of Delaware and shall make all other filings or recordings
required under the DGCL.  The FPL Merger shall become effective at
such time as the FPL Certificate of Merger is duly filed by the
Department of State of the State of Florida (the time the FPL Merger
becomes effective being hereinafter referred to as the "FPL Effective
Time") and the Entergy Merger shall become effective at such time as
the Entergy Certificate of Merger is duly filed with the Secretary of
State of the State of Delaware (the time the Entergy Merger becomes
effective being hereinafter referred to as the "Entergy Effective
Time").  The FPL Effective Time shall be the same date and time as
the Entergy Effective Time (such date and time referred to herein as
the "Effective Time").

          SECTION 1.04.  Effects of the Mergers.  (a)  The FPL Merger
and the Entergy Merger shall generally have the effects set forth in
the applicable provisions of the FBCA and the DGCL, respectively.  In
addition, the Mergers shall have the following effects:

                    (i) At the Effective Time, (A) the articles of
          incorporation of FPL, as in effect immediately prior to the
          Effective Time, shall be the articles of incorporation of
          FPL as the surviving corporation in the FPL Merger until
          thereafter changed or amended as provided therein or by
          applicable law and (B) the by-laws of FPL, as in effect
          immediately prior to the FPL Effective Time, shall be the
          by-laws of FPL as the surviving corporation in the FPL
          Merger, until thereafter changed or amended as provided
          therein, in the articles of incorporation of FPL or by
          applicable law.

                    (ii) At the Effective Time, (A) the certificate
          of incorporation of Entergy, as in effect immediately prior
          to the Effective Time, shall be the certificate of
          incorporation of Entergy as the surviving corporation in
          the Entergy Merger until thereafter changed or amended as
          provided therein or by applicable law and (B) the by-laws
          of Entergy, as in effect immediately prior to the Entergy
          Effective Time, shall be the by-laws of Entergy as the
          surviving corporation in the Entergy Merger, until
          thereafter changed or amended as provided therein, in the
          certificate of incorporation of Entergy or by applicable
          law.

          (b)  The parties shall take all appropriate action so that,
at the Effective Time, (i) the articles of incorporation of the
Company shall be in the form attached as Exhibit A hereto and (ii)
the by-laws of the Company shall be in the form attached as Exhibit B
hereto.  Each of FPL and Entergy shall take all actions necessary to
cause the Company, Merger Sub A and Merger Sub B to take any actions
necessary in order to consummate the Mergers and the other
transactions contemplated hereby.

          SECTION 1.05.  Directors and Officers of FPL and Entergy.
(a)  The directors of Merger Sub A at the Effective Time shall, from
and after the Effective Time, be the directors of FPL as the
surviving corporation in the FPL Merger until their successors have
been duly elected or appointed and qualified.

          (b)  Subject to Section 1.06, the officers of FPL at the
Effective Time shall, from and after the Effective Time, continue to
be the officers of FPL as the surviving corporation in the FPL Merger
until their successors have been duly elected or appointed and
qualified.

          (c)  The directors of Merger Sub B at the Effective Time
shall, from and after the Effective Time, be the directors of Entergy
as the surviving corporation in the Entergy Merger until their
successors have been duly elected or appointed and qualified.

          (d)  Subject to Section 1.06, the officers of Entergy at
the Effective Time shall, from and after the Effective Time, continue
to be the officers of Entergy as the surviving corporation in the
Entergy Merger until their successors have been duly elected or
appointed and qualified.

          SECTION 1.06.  Board of Directors; Officers.  From and
after the Effective Time, the Board of Directors of the Company, the
committees of the Board of Directors of the Company and the
chairpersons thereof shall be as set forth in Exhibit C hereto and
the senior officers of the Company shall be as disclosed in Section
1.06 of the FPL Disclosure Letter (as defined in Section 3.01(a)).

          SECTION 1.07.  Post-Merger Operations.  Following the
Effective Time, the Company shall conduct its operations in
accordance with the following:

          (a)  Name.  At the Effective Time, the Company's name shall
     be a new name agreed upon between the Board of Directors of FPL
     and the Board of Directors of Entergy prior to the Effective
     Time.

          (b)  Principal Corporate Offices.  The Company shall
     maintain its headquarters and principal corporate offices in
     Juno Beach, Florida and shall maintain the headquarters of its
     utility operations in New Orleans, Louisiana.  Each of Florida
     Power & Light Company, Entergy Arkansas, Inc., Entergy Gulf
     States, Inc., Entergy Louisiana, Inc., Entergy Mississippi,
     Inc., Entergy New Orleans, Inc. and System Energy Resources,
     Inc. shall maintain its utility headquarters in its present
     location.

          (c)  Charities.  The parties agree that provision of
     charitable contributions and community support in their
     respective service areas serves a number of their important
     corporate goals.  During the two-year period immediately
     following the Effective Time, the Company and its subsidiaries
     taken as a whole intend to continue to provide charitable
     contributions and community support within the service areas of
     the parties and each of their respective subsidiaries at levels
     substantially comparable to the levels of charitable
     contributions and community support provided, directly or
     indirectly, by FPL and Entergy within their service areas during
     the two-year period immediately prior to the Effective Time.

          (d)  Transition Committee.  The parties shall create a
     special transition committee (the "Transition Committee") that
     shall be headed by the Chief Executive Officer of FPL and shall
     be composed of an equal number of designees of FPL and Entergy.
     The Transition Committee shall examine various alternatives
     regarding the manner in which to best organize and manage the
     business of the Company after the Effective Time, subject to
     applicable law.


                             ARTICLE II

     Effect of the Mergers on the Capital Stock of the
     Constituent Corporations; Exchange of Certificates

          SECTION 2.01.  Effect on Capital Stock.  (a)  At the FPL
Effective Time, by virtue of the FPL Merger and without any action on
the part of the holder of any shares of FPL Common Stock or any
capital stock of Merger Sub A:

               (i) Cancelation of Certain FPL Common Stock.  Each
          share of FPL Common Stock that is owned by FPL, Entergy or
          the Company shall automatically be canceled and retired and
          shall cease to exist, and no consideration shall be
          delivered in exchange therefor.

               (ii) Conversion of FPL Common Stock. Subject to
          Section 2.02(e), each issued and outstanding share of FPL
          Common Stock (other than shares to be canceled in
          accordance with Section 2.01(a)(i)) shall be converted into
          the right to receive 1 (the "FPL Ratio") fully paid and
          nonassessable share of Company Common Stock.  As of the FPL
          Effective Time, all such shares of FPL Common Stock shall
          no longer be outstanding and shall automatically be
          canceled and retired and shall cease to exist, and each
          holder of a certificate representing any such shares of FPL
          Common Stock shall cease to have any rights with respect
          thereto, except the right to receive the shares of Company
          Common Stock (and cash in lieu of fractional shares of
          Company Common Stock) to be issued or paid in consideration
          therefor upon the surrender of such certificate in
          accordance with Section 2.02, without interest.

               (iii) Conversion of Merger Sub A Common Stock.  The
          aggregate of all shares of the capital stock of Merger Sub
          A issued and outstanding immediately prior to the FPL
          Effective Time (of which, as of the date of this Agreement,
          1,000 shares of common stock, par value $.01 per share, are
          issued and outstanding, each entitling the holder thereof
          to vote on the approval of this Agreement) shall be
          converted into the right to receive 1,000 shares of
          Surviving FPL Common Stock.

          (b)  At the Entergy Effective Time, by virtue of the
Entergy Merger and without any action on the part of any holder of
Entergy Common Stock or any capital stock of Merger Sub B:

               (i) Cancelation of Certain Entergy Common Stock.  Each
          share of Entergy Common Stock that is owned by Entergy, FPL
          or the Company shall automatically be canceled and retired
          and shall cease to exist, and no consideration shall be
          delivered in exchange therefor.

               (ii) Conversion of Entergy Common Stock.  Subject to
          Section 2.02(e), each issued and outstanding share of
          Entergy Common Stock (other than shares to be canceled in
          accordance with Section 2.01(b)(i)) shall be converted into
          the right to receive 0.585 (the "Entergy Ratio", and
          together with the FPL Ratio, the "Exchange Ratios") of a
          fully paid and nonassessable share of Company Common Stock.
          As of the Entergy Effective Time, all such shares of
          Entergy Common Stock shall no longer be outstanding and
          shall automatically be canceled and retired and shall cease
          to exist, and each holder of a certificate representing any
          such shares of Entergy Common Stock shall cease to have any
          rights with respect thereto, except the right to receive
          the shares of Company Common Stock (and cash in lieu of
          fractional shares of Company Common Stock) to be issued or
          paid in consideration therefor upon the surrender of such
          certificate in accordance with Section 2.02, without
          interest.

               (iii) Conversion of Merger Sub B Common Stock.  The
          aggregate of all shares of the capital stock of Merger Sub
          B issued and outstanding immediately prior to the Entergy
          Effective Time (of which, as of the date of this Agreement,
          1,000 shares of common stock, without par value, are issued
          and outstanding, each entitling the holder thereof to vote
          on the approval of this Agreement) shall be converted into
          the right to receive 1,000 shares of Surviving Entergy
          Common Stock.

          (c)  At the Effective Time, by virtue of the Mergers and
without any action on the part of any holder of any capital stock of
FPL, Entergy or the Company, each share of Company Common Stock
issued and outstanding immediately prior to the Effective Time shall
be canceled, and no consideration shall be delivered in exchange
therefor.

          SECTION 2.02.  Exchange of Certificates.  (a)  Exchange
Agent.  As of the Effective Time, the Company shall enter into an
agreement with such bank or trust company as may be mutually agreed
by FPL and Entergy (the "Exchange Agent"), which agreement shall
provide that the Company shall deposit with the Exchange Agent as of
the Effective Time, for the benefit of the holders of shares of FPL
Common Stock and Entergy Common Stock, for exchange in accordance
with this Article II, through the Exchange Agent, certificates
representing the shares of Company Common Stock (such shares of
Company Common Stock, together with any dividends or distributions
with respect thereto with a record date after the Effective Time,
being hereinafter referred to as the "Exchange Fund") issuable
pursuant to Section 2.01 in exchange for outstanding shares of FPL
Common Stock and Entergy Common Stock.

          (b)  Exchange Procedures.  As soon as reasonably
practicable after the Effective Time, the Exchange Agent shall mail
to each holder of record of a certificate or certificates that
immediately prior to the Effective Time represented outstanding
shares of FPL Common Stock or Entergy Common Stock (the
"Certificates") whose shares were converted into the right to receive
shares of Company Common Stock pursuant to Section 2.01 (the "Merger
Consideration"), (i) a letter of transmittal (which shall specify
that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon delivery of the Certificates to
the Exchange Agent and shall be in such form and have such other
provisions as FPL and Entergy may reasonably specify) and (ii)
instructions for use in surrendering the Certificates in exchange for
the Merger Consideration.  Upon surrender of a Certificate for
cancelation to the Exchange Agent, together with such letter of
transmittal, duly executed, and such other documents as may
reasonably be required by the Exchange Agent, the holder of such
Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of Company
Common Stock that such holder has the right to receive pursuant to
the provisions of this Article II, certain dividends or other
distributions in accordance with Section 2.02(c) and cash in lieu of
any fractional share of Company Common Stock in accordance with
Section 2.02(e), and the Certificate so surrendered shall forthwith
be canceled.  In the event of a transfer of ownership of FPL Common
Stock or Entergy Common Stock that is not registered in the transfer
records of FPL or Entergy, as the case may be, a certificate
representing the proper number of shares of Company Common Stock may
be issued to a person other than the person in whose name the
Certificate so surrendered is registered if such Certificate shall be
properly endorsed or otherwise be in proper form for transfer and the
person requesting such issuance shall pay any transfer or other taxes
required by reason of the issuance of shares of Company Common Stock
to a person other than the registered holder of such Certificate or
establish to the satisfaction of the Company that such tax has been
paid or is not applicable.  Until surrendered as contemplated by this
Section 2.02, each Certificate shall be deemed at any time after the
Effective Time to represent only the right to receive upon such
surrender the Merger Consideration, which the holder thereof has the
right to receive in respect of such Certificate pursuant to the
provisions of this Article II, certain dividends or other
distributions in accordance with Section 2.02(c) and cash in lieu of
any fractional share of FPL Common Stock or Entergy Common Stock, as
the case may be, in accordance with Section 2.02(e).  No interest
shall be paid or will accrue on the Merger Consideration or any cash
payable to holders of Certificates pursuant to the provisions of this
Article II.

          (c)  Distributions with Respect to Unexchanged Shares.  No
dividends or other distributions with respect to Company Common Stock
with a record date after the Effective Time shall be paid to the
holder of any unsurrendered Certificate with respect to the shares of
Company Common Stock issuable hereunder in respect thereof and no
cash payment in lieu of fractional shares shall be paid to any such
holder pursuant to Section 2.02(e), and all such dividends, other
distributions and cash in lieu of fractional shares of Company Common
Stock shall be paid by the Company to the Exchange Agent and shall be
included in the Exchange Fund, in each case until the surrender of
such Certificate in accordance with this Article II.  Subject to the
effect of applicable escheat or similar laws, following surrender of
any such Certificate there shall be paid to the holder of the
certificate representing whole shares of Company Common Stock issued
in exchange therefor, without interest, (i) at the time of such
surrender, the amount of dividends or other distributions with a
record date after the Effective Time theretofore paid with respect to
such whole shares of Company Common Stock and the amount of any cash
payable in lieu of a fractional share of Company Common Stock to
which such holder is entitled pursuant to Section 2.02(e) and (ii) at
the appropriate payment date, the amount of dividends or other
distributions with a record date after the Effective Time but prior
to such surrender and with a payment date subsequent to such
surrender payable with respect to such whole shares of Company Common
Stock.

          (d)  No Further Ownership Rights in FPL Common Stock or
Entergy Common Stock.  All shares of Company Common Stock issued upon
the surrender for exchange of Certificates in accordance with the
terms of this Article II (including any cash paid pursuant to this
Article II) shall be deemed to have been issued (and paid) in full
satisfaction of all rights pertaining to the shares of FPL Common
Stock or Entergy Common Stock, as the case may be, theretofore
represented by such Certificates, subject, however, to FPL's and
Entergy's respective obligations to pay any dividends or make any
other distributions with a record date prior to the Effective Time
that may have been declared or made by FPL or Entergy, as the case
may be, on such shares of FPL Common Stock or Entergy Common Stock
that remain unpaid at the Effective Time, and there shall be no
further registration of transfers on the stock transfer books of FPL
or Entergy of the shares of FPL Common Stock and Entergy Common
Stock, respectively, that were outstanding immediately prior to the
Effective Time.  If, after the Effective Time, Certificates are
presented to the Company, FPL, Entergy or the Exchange Agent for any
reason, they shall be canceled and exchanged as provided in this
Article II, except as otherwise provided by law.

          (e)  No Fractional Shares.  (i)  No certificates or scrip
representing fractional shares of Company Common Stock shall be
issued upon the surrender for exchange of Certificates, no dividend
or distribution of the Company shall relate to such fractional share
interests and such fractional share interests will not entitle the
owner thereof to vote or to any rights of a shareholder of the
Company.

          (ii)  As promptly as practicable following the Effective
Time, the Exchange Agent shall determine the excess of (A) the number
of whole shares of Company Common Stock delivered to the Exchange
Agent by the Company pursuant to Section 2.02(a) over (B) the
aggregate number of whole shares of Company Common Stock to be
distributed to former holders of FPL Common Stock and Entergy Common
Stock pursuant to Section 2.02(b) (such excess being herein called
the "Excess Shares").  Following the Effective Time, the Exchange
Agent shall, on behalf of former shareholders of FPL and Entergy,
sell the Excess Shares at then-prevailing prices on the New York
Stock Exchange, Inc. ("NYSE"), all in the manner provided in Section
2.02(e)(iii).

          (iii)  The sale of the Excess Shares by the Exchange Agent
shall be executed on the NYSE through one or more member firms of the
NYSE and shall be executed in round lots to the extent practicable.
The Exchange Agent shall use reasonable efforts to complete the sale
of the Excess Shares as promptly following the Effective Time as, in
the Exchange Agent's sole judgment, is practicable consistent with
obtaining the best execution of such sales in light of prevailing
market conditions.  Until the net proceeds of such sale or sales have
been distributed to the holders of Certificates formerly representing
FPL Common Stock or Entergy Common Stock, as the case may be, the
Exchange Agent shall hold such proceeds in trust for such holders
(the "Common Shares Trust").  The Company shall pay all commissions,
transfer taxes and other out-of-pocket transaction costs, including
the expenses and compensation of the Exchange Agent incurred in
connection with such sale of the Excess Shares.  The Exchange Agent
shall determine the portion of the Common Shares Trust to which each
former holder of FPL Common Stock or Entergy Common Stock is
entitled, if any, by multiplying the amount of the aggregate net
proceeds composing the Common Shares Trust by a fraction, the
numerator of which is the amount of the fractional share interest to
which such former holder of FPL Common Stock or Entergy Common Stock
is entitled (after taking into account all shares of FPL Common Stock
or Entergy Common Stock held at the Effective Time by such holder)
and the denominator of which is the aggregate amount of fractional
share interests to which all former holders of FPL Common Stock and
Entergy Common Stock are entitled.

          (iv)  Notwithstanding the provisions of Section 2.02(e)(ii)
and (iii), the Company may elect at its option, exercised prior to
the Effective Time, in lieu of the issuance and sale of Excess Shares
and the making of the payments herein above contemplated, to pay each
former holder of FPL Common Stock or Entergy Common Stock an amount
in cash equal to the product obtained by multiplying (A) the
fractional share interest to which such former holder (after taking
into account all shares of FPL Common Stock or Entergy Common Stock
held at the Effective Time by such holder) would otherwise be
entitled by (B) the closing price for a share of FPL Common Stock as
reported on the NYSE Composite Transaction Tape (as reported in The
Wall Street Journal, or, if not reported thereby, any other
authoritative source) on the Closing Date, and, in such case, all
references herein to the cash proceeds of the sale of the Excess
Shares and similar references shall be deemed to mean and refer to
the payments calculated as set forth in this Section 2.02(e)(iv).

          (v)  As soon as practicable after the determination of the
amount of cash, if any, to be paid to holders of Certificates
formerly representing FPL Common Stock or Entergy Common Stock, as
the case may be, with respect to any fractional share interests, the
Exchange Agent shall make available such amounts to such holders of
Certificates formerly representing FPL Common Stock or Entergy Common
Stock, as the case may be, subject to and in accordance with the
terms of Section 2.02(c).

          (f)  Termination of Exchange Fund.  Any portion of the
Exchange Fund that remains undistributed to the holders of the
Certificates for six months after the Effective Time shall be
delivered to the Company, upon demand, and any holders of the
Certificates who have not theretofore complied with this Article II
shall thereafter look only to the Company for payment of their claim
for Merger Consideration, any dividends or distributions with respect
to Company Common Stock, and any cash in lieu of fractional shares of
Company Common Stock.

          (g)  No Liability.  None of the Company, FPL, Entergy or
the Exchange Agent shall be liable to any person in respect of any
shares of Company Common Stock, any dividends or distributions with
respect thereto, any cash in lieu of fractional shares of Company
Common Stock or any cash from the Exchange Fund, in each case
delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.  If any Certificate shall not have
been surrendered prior to two years after the Effective Time (or
immediately prior to such earlier date on which any Merger
Consideration, any dividends or distributions payable to the holder
of such Certificate or any cash payable to the holder of such
Certificate formerly representing FPL Common Stock or Entergy Common
Stock, as the case may be, pursuant to this Article II, would
otherwise escheat to or become the property of any Governmental
Authority (as defined in Section 3.01(d)), any such Merger
Consideration, dividends or distributions in respect of such
Certificate or such cash shall, to the extent permitted by applicable
law, become the property of the Company, free and clear of all claims
or interest of any person previously entitled thereto.

          (h)  Investment of Exchange Fund.  The Exchange Agent shall
invest any cash included in the Exchange Fund, as directed by the
Company, on a daily basis.  Any interest and other income resulting
from such investments shall be paid to the Company.

          (i)  Lost Certificates.  If any Certificate shall have been
lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming such Certificate to be lost, stolen or
destroyed and, if required by the Company, the posting by such person
of a bond in such reasonable amount as the Company may direct as
indemnity against any claim that may be made against it with respect
to such Certificate, the Exchange Agent shall issue in exchange for
such lost, stolen or destroyed Certificate, the Merger Consideration
and, if applicable, any unpaid dividends and distributions on shares
of Company Common Stock deliverable in respect thereof and any cash
in lieu of fractional shares, in each case pursuant to this
Agreement.


                             ARTICLE III

                   Representations and Warranties

          SECTION 3.01.  Representations and Warranties of FPL.  FPL
represents and warrants to Entergy as follows:

          (a)  Organization and Qualification.  (i)  Each of FPL and
its subsidiaries is duly organized, validly existing and in good
standing (with respect to jurisdictions that recognize the concept of
good standing) under the laws of its jurisdiction of incorporation
and has full corporate power and authority to conduct its business as
and to the extent now conducted and to own, use and lease its assets
and properties, except for such failures to be so organized, existing
and in good standing (with respect to jurisdictions that recognize
the concept of good standing) or to have such power and authority
that, individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect (as defined
in Section 8.03) on FPL.  Each of FPL and its subsidiaries is duly
qualified, licensed or admitted to do business and is in good
standing (with respect to jurisdictions that recognize the concept of
good standing) in each jurisdiction in which the ownership, use or
leasing of its assets and properties, or the conduct or nature of its
business, makes such qualification, licensing or admission necessary,
except for such failures to be so qualified, licensed or admitted and
in good standing (with respect to jurisdictions that recognize the
concept of good standing) that, individually or in the aggregate,
have not had and could not reasonably be expected to have a material
adverse effect on FPL.  Section 3.01(a) of the letter dated the date
of this Agreement and delivered to Entergy by FPL concurrently with
the execution and delivery of this Agreement (the "FPL Disclosure
Letter") sets forth as of the date of this Agreement the name and
jurisdiction of organization of each subsidiary of FPL.

          (ii)  Section 3.01(a) of the FPL Disclosure Letter sets
forth a description as of the date of this Agreement, of all FPL
Joint Ventures, including (x) the name of each such entity and (y) a
brief description of the principal line or lines of business
conducted by each such entity.  For purposes of this Agreement:

          (A)  "Joint Venture" of a person or entity shall mean any
     person that is not a subsidiary of such first person, in which
     such first person or one or more of its subsidiaries owns
     directly or indirectly an equity interest, other than equity
     interests held for passive investment purposes that are less
     than 5% of each class of the outstanding voting securities or
     equity interests;

          (B)  "FPL Joint Venture" shall mean any Joint Venture of
     FPL or any of its subsidiaries in which the fair market value of
     FPL's or its subsidiaries' interest exceeds $60,000,000, as
     reasonably determined by FPL; and

          (C)  "Entergy Joint Venture" shall mean the joint venture
     (the "Koch JV") between Entergy and Koch Energy, Inc. and any
     Joint Venture of Entergy or any of its subsidiaries in which the
     fair market value of Entergy's or its subsidiaries' interest
     exceeds $60,000,000, as reasonably determined by Entergy.

          (iii)      Except for interests in the subsidiaries of FPL,
the FPL Joint Ventures and interests acquired after the date of this
Agreement without violating any covenant, and except as disclosed in
the FPL SEC Reports (as defined in Section 3.01(e)) filed prior to
the date of this Agreement or Section 3.01(a) of the FPL Disclosure
Letter, FPL does not directly or indirectly own any equity or similar
interest in, or any interest convertible into or exchangeable or
exercisable for, any equity or similar interest in, any person, which
interest individually has a fair market value as of the date of this
Agreement in excess of $60,000,000, as reasonably determined by FPL.

          (b)  Capital Stock.  (i)  The authorized capital stock of
FPL consists of:

          (A)  300,000,000 shares of FPL Common Stock, of which
     177,752,585 shares were issued and outstanding as of July 30,
     2000; and

          (B)  100,000,000 shares of preferred stock, par value $.01
     per share, none of which were issued and outstanding as of the
     date of this Agreement (the "FPL Preferred Stock").

          As of July 30, 2000, no shares of FPL Common Stock were
held in the treasury of FPL.  As of the date of this Agreement, (x)
3,000,000 shares of FPL Preferred Stock are designated Series A
Junior Participating Preferred Stock (the "FPL Series A Preferred
Stock") and are reserved for issuance in accordance with the Rights
Agreement dated as of July 1, 1996, as amended, by and between FPL
and The First National Bank of Boston, as Rights Agent (the "FPL
Rights Agreement"), pursuant to which FPL has issued rights (the "FPL
Rights") to purchase such shares of FPL Series A Preferred Stock and
(y) 1,460,470 shares of FPL Common Stock were subject to outstanding
FPL Employee Stock Options (as defined in Section 5.06) and 1,032,145
additional shares of FPL Common Stock were reserved for issuance
pursuant to the 1994 Long-Term Incentive Plan (the "FPL Option
Plans").  All of the issued and outstanding shares of FPL Common
Stock are, and all shares reserved for issuance will be, upon
issuance in accordance with the terms specified in the instruments or
agreements pursuant to which they are issuable, duly authorized,
validly issued, fully paid and nonassessable.  Except pursuant to the
FPL Rights Agreement, and except as disclosed in this Section 3.01(b)
or in Section 3.01(b) of the FPL Disclosure Letter, as of the date of
this Agreement there are no outstanding subscriptions, options,
warrants, rights (including stock appreciation rights), preemptive
rights or other contracts, commitments, understandings or
arrangements, including any right of conversion or exchange under any
outstanding security, instrument or agreement (together, "Options"),
obligating FPL or any of its subsidiaries to issue or sell any shares
of capital stock of FPL or to grant, extend or enter into any Option
with respect thereto.

          (ii)  Except as permitted by this Agreement and except as
disclosed in the FPL SEC Reports filed prior to the date of this
Agreement or Section 3.01(b) of the FPL Disclosure Letter, all of the
outstanding shares of capital stock of each subsidiary of FPL are
duly authorized, validly issued, fully paid and nonassessable and are
owned, beneficially and of record, by FPL or a subsidiary, free and
clear of any liens, claims, mortgages, encumbrances, pledges,
security interests, equities and charges of any kind (each a "Lien").
The shares of the Company owned by FPL are owned free and clear of
any Lien.  Except as disclosed in the FPL SEC Reports filed prior to
the date of this Agreement or Section 3.01(b) of the FPL Disclosure
Letter, there are no (A) outstanding Options obligating FPL or any of
its subsidiaries to issue or sell any shares of capital stock of any
subsidiary of FPL or to grant, extend or enter into any such Option
or (B) voting trusts, proxies or other commitments, understandings,
restrictions or arrangements in favor of any person other than FPL or
a subsidiary wholly owned, directly or indirectly, by FPL with
respect to the voting of or the right to participate in dividends or
other earnings on any capital stock of any subsidiary of FPL.

          (iii)  Except for Florida Power & Light Company ("FPL
Utility"), as of the date of this Agreement, none of the subsidiaries
of FPL or the FPL Joint Ventures is a "public utility company", a
"holding company", a "subsidiary company" or an "affiliate" of any
public utility company within the meaning of Section 2(a)(5), 2(a)(8)
or 2(a)(11) of the Public Utility Holding Company Act of 1935, as
amended (the "1935 Act"), respectively.  None of FPL, its
subsidiaries and the FPL Joint Ventures is registered under the 1935
Act.

          (iv)  Except as disclosed in Section 3.01(b)(iv) of the FPL
Disclosure Letter, as of the date of this Agreement, no bonds,
debentures, notes or other indebtedness of FPL or any of its
subsidiaries having the right to vote (or which are convertible into
or exercisable for securities having the right to vote)
(collectively, "FPL Voting Debt") on any matters on which FPL
shareholders may vote are issued or outstanding nor are there any
outstanding Options obligating FPL or any of its subsidiaries to
issue or sell any FPL Voting Debt or to grant, extend or enter into
any Option with respect thereto.

          (c)  Authority.  FPL has full corporate power and authority
to enter into this Agreement, to perform its obligations hereunder
and, subject to obtaining FPL Shareholders Approval (as defined in
Section 3.01(p)), to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by FPL and
the consummation by FPL of the transactions contemplated hereby have
been duly and validly adopted and approved by the Board of Directors
of FPL, the Board of Directors of FPL has recommended approval of
this Agreement by the shareholders of FPL and directed that this
Agreement be submitted to the shareholders of FPL for their approval,
and no other corporate proceedings on the part of FPL or its
shareholders are necessary to authorize the execution, delivery and
performance of this Agreement by FPL and the consummation by FPL of
the FPL Merger and the other transactions contemplated hereby, other
than obtaining FPL Shareholders Approval.  This Agreement has been
duly and validly executed and delivered by FPL and constitutes a
legal, valid and binding obligation of FPL enforceable against FPL in
accordance with its terms.

          (d)  No Conflicts; Approvals and Consents.  (i)  The
execution and delivery of this Agreement by FPL do not, and the
performance by FPL of its obligations hereunder and the consummation
of the Mergers and the other transactions contemplated hereby will
not, conflict with, result in a violation or breach of, constitute
(with or without notice or lapse of time or both) a default under,
result in or give to any person any right of payment or
reimbursement, termination, cancelation, modification or acceleration
of, or result in the creation or imposition of any Lien upon any of
the assets or properties of FPL or any of its subsidiaries or any of
the FPL Joint Ventures under, any of the terms, conditions or
provisions of (A) the certificates or articles of incorporation or
bylaws (or other comparable charter documents) of FPL or any of its
subsidiaries, or (B) subject to the obtaining of FPL Shareholders
Approval and the taking of the actions described in paragraph (ii) of
this Section 3.01(d) and obtaining the Entergy Required Statutory
Approvals, (x) any statute, law, rule, regulation or ordinance
(together, "laws"), or any judgment, order, writ or decree (together,
"orders"), of any Federal, state, local or foreign government or any
court of competent jurisdiction, administrative agency or commission
or other governmental authority or instrumentality, domestic or
foreign (each, a "Governmental Authority") applicable to FPL or any
of its subsidiaries or any of the FPL Joint Ventures or any of their
respective assets or properties, or (y) except as disclosed in
Section 3.01(d) of the FPL Disclosure Letter, any note, bond,
mortgage, security agreement, agreement, indenture, franchise,
concession, contract, lease or other instrument to which FPL or any
of its subsidiaries or any of the FPL Joint Ventures is a party or by
which FPL or any of its subsidiaries or any of the FPL Joint Ventures
or any of their respective assets or properties is bound, excluding
from the foregoing clauses (x) and (y) such items that, individually
or in the aggregate, have not had and could not reasonably be
expected to have a material adverse effect on FPL.

          (ii)  Except for (A) compliance with, and filings under,
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the rules and regulations thereunder (the "HSR Act"); (B) the
filing with and, to the extent required, the declaration of
effectiveness by the Securities and Exchange Commission (the "SEC")
of (1) a proxy statement relating to the approval of this Agreement
by FPL's shareholders (such proxy statement, together with the proxy
statement relating to the approval of this Agreement by Entergy's
shareholders, in each case as amended or supplemented from time to
time, the "Joint Proxy Statement") pursuant to the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder (the "Exchange Act"), (2) the registration statement on
Form S-4 prepared in connection with the issuance of Company Common
Stock in the Mergers (the "Form S-4") and (3) such reports under the
Exchange Act as may be required in connection with this Agreement and
the transactions contemplated hereby; (C) the filing of documents
with various state securities authorities that may be required in
connection with the transactions contemplated hereby; (D) such
filings with and approvals of the NYSE to permit the shares of
Company Common Stock that are to be issued pursuant to Article II to
be listed on the NYSE; (E) the registration, consents, approvals and
notices required under the 1935 Act; (F) notice to, and the consent
and approval of, the Federal Energy Regulatory Commission (the
"FERC") under Section 203 of the Federal Power Act, as amended (the
"Power Act"), or an order under the Power Act disclaiming
jurisdiction over the transactions contemplated hereby; (G) the
filing of an application to, and consent and approval of, and
issuance of any required licenses and license amendments by, the
Nuclear Regulatory Commission (the "NRC") under the Atomic Energy Act
of 1954, as amended (the "Atomic Energy Act"); (H) the filing of the
FPL Certificate of Merger and other appropriate merger documents
required by the FBCA with the Secretary of State of the State of
Florida and appropriate documents with the relevant authorities of
other states in which FPL is qualified to do business; (I) compliance
with and such filings as may be required under applicable
Environmental Laws (as defined in Section 3.01(n)); (J) to the extent
required, notice to and the approval of (1) the Florida Public
Service Commission ("FPSC"), (2) the Louisiana Public Service
Commission ("LPSC"), (3) the New Orleans City Council ("NOCC"), (4)
the Arkansas Public Service Commission ("APSC"), (5) the Public
Utility Commission of Texas ("PUCT"), (6) the Mississippi Public
Service Commission ("MPSC") and (7) municipalities or other local
governmental bodies in the State of Texas (the "Municipalities" and,
collectively with the FPSC, the LPSC, the NOCC, the APSC, the PUCT
and the MPSC, the "Applicable PSCs"); (K) required pre-approvals (the
"FCC Pre-Approvals") of license transfers with the Federal
Communications Commission (the "FCC"); and (L) such other items as
disclosed in Section 3.01(d) of the FPL Disclosure Letter (the items
set forth above in clauses (A) through (H) and (J)(1) through (J)(6),
together with the items identified with an "*" in Section 3.01(d) of
the FPL Disclosure Letter, collectively, the "FPL Required Statutory
Approvals"), no consent, approval, license, order or authorization
("Consents") or action of, registration, declaration or filing with
or notice to any Governmental Authority is necessary or required to
be obtained or made in connection with the execution and delivery of
this Agreement by FPL, the performance by FPL of its obligations
hereunder or the consummation of the Mergers and the other
transactions contemplated hereby, other than such items that the
failure to make or obtain, as the case may be, individually or in the
aggregate, could not reasonably be expected to have a material
adverse effect on FPL.

          (e)  SEC Reports, Financial Statements and Utility Reports.
(i)  FPL and its subsidiaries have filed each form, report, schedule,
registration statement, registration exemption, if applicable,
definitive proxy statement and other document (together with all
amendments thereof and supplements thereto) required to be filed by
FPL or any of its subsidiaries pursuant to the Securities Act of 1933
and the rules and regulations thereunder (the "Securities Act") or
the Exchange Act with the SEC since January 1, 1997 (as such
documents have since the time of their filing been amended or
supplemented, the "FPL SEC Reports").  As of their respective dates,
the FPL SEC Reports (A) complied as to form in all material respects
with the requirements of the Securities Act or the Exchange Act, if
applicable, as the case may be, and (B) did not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.

          (ii)  The audited consolidated financial statements and
unaudited interim consolidated financial statements (including, in
each case, the notes, if any, thereto) included in the FPL SEC
Reports (the "FPL Financial Statements") complied as to form in all
material respects with the published rules and regulations of the SEC
with respect thereto, were prepared in accordance with U.S. generally
accepted accounting principles ("GAAP") applied on a consistent basis
during the periods involved (except as may be indicated therein or in
the notes thereto and except with respect to unaudited statements as
permitted by Form 10-Q of the SEC) and fairly present (subject, in
the case of the unaudited interim financial statements, to normal,
recurring year-end audit adjustments that were not or are not
expected to be, individually or in the aggregate, materially adverse
to FPL) the consolidated financial position of FPL and its
consolidated subsidiaries as of the respective dates thereof and the
consolidated results of their operations and cash flows for the
respective periods then ended.

          (iii)  All filings (other than immaterial filings) required
to be made by FPL or any of its subsidiaries since January 1, 1997,
under the 1935 Act, the Power Act, the Atomic Energy Act, the
Communications Act of 1934 and applicable state laws and regulations,
have been filed with the SEC, the FERC, the Department of Energy (the
"DOE"), the NRC, the FCC or any applicable state public utility
commissions (including, to the extent required, the FPSC), as the
case may be, including all forms, statements, reports, agreements
(oral or written) and all documents, exhibits, amendments and
supplements appertaining thereto, including all rates, tariffs,
franchises, service agreements and related documents and all such
filings complied, as of their respective dates, with all applicable
requirements of the applicable statute and the rules and regulations
thereunder, except for filings the failure of which to make,
individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect on FPL.

          (f)  Absence of Certain Changes or Events.  Except as
disclosed in the FPL SEC Reports filed prior to the date of this
Agreement or Section 3.01(f) of the FPL Disclosure Letter, since
December 31, 1999, there has not been any change, event or
development that, individually or in the aggregate, has had or could
reasonably be expected to have a material adverse effect on FPL.

          (g)  Absence of Undisclosed Liabilities.  Except for
matters reflected or reserved against in the balance sheet (or notes
thereto) as of December 31, 1999, included in FPL Financial
Statements or as disclosed in Section 3.01(g) of the FPL Disclosure
Letter, as of the date of this Agreement, neither FPL nor any of its
subsidiaries has any liabilities or obligations (whether absolute,
accrued, contingent, fixed or otherwise, or whether due or to become
due) of any nature that would be required by GAAP to be reflected on
a consolidated balance sheet of FPL and its consolidated subsidiaries
(including the notes thereto), except liabilities or obligations (i)
that were incurred in the ordinary course of business consistent with
past practice since December 31, 1999, or (ii) that, individually or
in the aggregate, have not had and could not reasonably be expected
to have a material adverse effect on FPL.

          (h)  Legal Proceedings.  Except as disclosed in the FPL SEC
Reports filed prior to the date of this Agreement or in Section
3.01(h) of the FPL Disclosure Letter and except for environmental
matters that are governed by Section 3.01(n), as of the date of this
Agreement, (i) there are no actions, suits, arbitrations or
proceedings pending or, to the knowledge of FPL, threatened against,
relating to or affecting, nor to the knowledge of FPL are there any
Governmental Authority investigations or audits pending or threatened
against, relating to or affecting, FPL or any of its subsidiaries or
any of the FPL Joint Ventures or any of their respective assets and
properties that, in each case, individually or in the aggregate, have
had or could reasonably be expected to have a material adverse effect
on FPL, and (ii) neither FPL nor any of its subsidiaries is subject
to any order of any Governmental Authority that, individually or in
the aggregate, has had or could reasonably be expected to have a
material adverse effect on FPL.

          (i)  Information Supplied.  None of the information
supplied or to be supplied by FPL for inclusion or incorporation by
reference in (i) the Form S-4 will, at the time the Form S-4 is filed
with the SEC, at any time it is amended or supplemented or at the
time it becomes effective under the Securities Act, contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, or (ii) the Joint Proxy Statement
will, at the date it is first mailed to FPL's shareholders or
Entergy's shareholders or at the time of the FPL Shareholders Meeting
(as defined in Section 5.01) or the Entergy Shareholders Meeting (as
defined in Section 5.01), contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading.  The Joint
Proxy Statement will comply as to form in all material respects with
the requirements of the Exchange Act and the rules and regulations
thereunder, except that no representation is made by FPL with respect
to statements made or incorporated by reference therein based on
information supplied by or on behalf of Entergy for inclusion or
incorporation by reference in the Joint Proxy Statement.

          (j)  Permits; Compliance with Laws and Orders.  Except as
disclosed in Section 3.01(j)(i) of the FPL Disclosure Letter, FPL,
its subsidiaries and the FPL Joint Ventures hold all permits,
licenses, certificates, authorizations and approvals of all
Governmental Authorities ("Permits") necessary for the lawful conduct
of their respective businesses, except for failures to hold such
Permits that, individually or in the aggregate, have not had and
could not reasonably be expected to have a material adverse effect on
FPL.  FPL, its subsidiaries and the FPL Joint Ventures are in
compliance with the terms of their Permits, except failures so to
comply that, individually or in the aggregate, have not had and could
not reasonably be expected to have a material adverse effect on FPL.
Except as disclosed in the FPL SEC Reports filed prior to the date of
this Agreement or in Section 3.01(j)(ii) of the FPL Disclosure
Letter, FPL, its subsidiaries and the FPL Joint Ventures are not in
violation of or default under any law or order of any Governmental
Authority, except for such violations or defaults that, individually
or in the aggregate, have not had and could not reasonably be
expected to have a material adverse effect on FPL.  This Section
3.01(j) does not relate to matters with respect to taxes, which are
the subject of Section 3.01(k), Environmental Laws, which are the
subject of Section 3.01(n), benefits plans, which are the subject of
Section 3.01(l), and nuclear power plants, which are the subject of
Section 3.01(o).

          (k)  Taxes.  Except as disclosed in Section 3.01(k) of the
FPL Disclosure Letter:

          (i) each of FPL, its subsidiaries, any predecessor thereof
     and any member of any consolidated group of which any of the
     foregoing is or has been a member (together, the "FPL
     Taxpayers") has timely filed, or has caused to be timely filed
     on its behalf, all Tax Returns (as defined below) required to be
     filed by it, and all such Tax Returns are true, complete and
     accurate, except to the extent any failures to file or any
     inaccuracies in any filed Tax Returns, individually or in the
     aggregate, have not had and could not reasonably be expected to
     have a material adverse effect on FPL.  All Taxes (as defined
     below) shown to be due and owing on such Tax Returns have been
     timely paid, except to the extent that any failure to pay,
     individually or in the aggregate, has not had and could not
     reasonably be expected to have a material adverse effect on FPL.

          (ii)  The most recent financial statements contained in the
     FPL SEC Reports filed prior to the date of this Agreement
     reflect, in accordance with GAAP, an adequate reserve for all
     Taxes payable by the FPL Taxpayers for all Taxable periods
     through the date of such financial statements, except to the
     extent that the aggregate amount of such Taxes payable exceeds
     the amount of such reserve by an amount that, individually or in
     the aggregate, has not had or could not reasonably be expected
     to have a material adverse effect on FPL.  No deficiency with
     respect to any Taxes has been proposed, asserted or assessed
     against any FPL Taxpayer, and no requests for waivers of the
     time to assess any such Taxes are pending, except to the extent
     any such deficiency or request for waiver, individually or in
     the aggregate, have not had and could not reasonably be expected
     to have a material adverse effect on FPL.

          (iii)  The Federal income Tax Returns of the FPL Taxpayers
     consolidated in such Tax Returns have been examined by and
     settled with the United States Internal Revenue Service for all
     years through 1985.  All material assessments for Taxes due with
     respect to such completed and settled examinations or any
     concluded litigation have been fully paid.

          (iv)  There are no material Liens for Taxes (other than for
     current Taxes not yet due and payable) on the assets of any FPL
     Taxpayer.  None of the FPL Taxpayers is bound by any agreement
     with respect to Taxes.

          (v)  Neither FPL nor any of its Subsidiaries has taken or
     agreed to take any action or knows of any fact, agreement, plan
     or other circumstance that is reasonably likely to prevent or
     impede the Mergers from constituting an exchange governed by
     Section 351 of the Code.

          (vi)  For purposes of this Agreement:

          "Taxes" means all forms of taxation, whenever created or
     imposed, and whether of the United States or elsewhere, imposed
     by any level of government or Governmental Authority, or in
     connection with any agreement with respect to Taxes, including
     any direct or indirect Taxes, whatever their nature, on income
     or otherwise, together with all interest, surcharges and
     penalties imposed with respect to such amounts.

          "Tax Return" means all Tax returns, declarations,
     statements, reports, schedules, forms and information to be
     filed with any level of government or Governmental Authority of
     the United States or elsewhere, and any amended Tax return
     relating to Taxes.

          (l)  Employee Benefit Plans; ERISA.  (i)  Except (x) as
disclosed in the FPL SEC Reports filed prior to the date of this
Agreement or Section 3.01(l) of the FPL Disclosure Letter and (y) for
such matters that, individually or in the aggregate, have not had and
could not reasonably be expected to have a material adverse effect on
FPL, (A) all FPL Employee Benefit Plans are in compliance with all
applicable requirements of law, including ERISA and the Code, and (B)
except for regular contribution, funding and vesting requirements of
the FPL Employee Benefit Plans (as defined below), neither FPL nor
any of its subsidiaries has any liabilities or obligations with
respect to any such FPL Employee Benefit Plans, whether accrued,
contingent or otherwise, nor to the knowledge of FPL are any such
liabilities or obligations reasonably expected to be incurred.
Except as disclosed in Section 3.01(l) of the FPL Disclosure Letter,
the execution of this Agreement, and the transactions contemplated
hereby, will not (either alone or upon the occurrence of any
additional or subsequent events) constitute an event under any FPL
Employee Benefit Plan that will or may result in any payment (whether
of severance pay or otherwise), acceleration, forgiveness of
indebtedness, vesting, distribution, increase in benefits or
obligation to fund benefits with respect to any employee of FPL.  The
only material employment agreements, severance agreements or
severance policies applicable to FPL or any of its subsidiaries or
other FPL ERISA Affiliates (as defined below) are the agreements and
policies disclosed to in Section 3.01(l) of the FPL Disclosure
Letter.

          (ii)  As used herein:

          (A)  "FPL Employee Benefit Plan" means any Plan entered
     into, established, maintained, sponsored, contributed to or
     required to be contributed to by FPL or any of its subsidiaries
     or other FPL ERISA Affiliates for the benefit of the current or
     former employees or directors of FPL or any of its subsidiaries
     or other FPL ERISA Affiliates and existing on the date of this
     Agreement or at any time subsequent thereto and on or prior to
     the FPL Effective Time and, in the case of a Plan that is
     subject to Part 3 of Title I of the Employee Retirement Income
     Security Act of 1974, as amended, and the rules and regulations
     thereunder ("ERISA"), Section 412 of the Code or Title IV of
     ERISA, at any time during the five-year period preceding the
     date of this Agreement with respect to which FPL or any of its
     subsidiaries has or could reasonably be expected to have any
     present or future actual or contingent liabilities;

          (B)  "Plan" means any employment, bonus, incentive
     compensation, deferred compensation, long term incentive,
     pension, profit sharing, retirement, stock purchase, stock
     option, stock ownership, stock appreciation rights, phantom
     stock, leave of absence, layoff, vacation, day or dependent
     care, legal services, cafeteria, life, health, medical,
     accident, disability, workmen's compensation or other insurance,
     severance, separation, termination, change of control or other
     benefit plan, agreement, practice, policy, program, scheme or
     arrangement of any kind, whether written or oral, including any
     "employee benefit plan" within the meaning of Section 3(3) of
     ERISA; and

          (C)  "FPL ERISA Affiliate" means any person who, on or
     before the FPL Effective Time, is under common control with FPL
     within the meaning of Section 414 of the Code.

          (iii)  No event has occurred, and there exists no condition
or set of circumstances in connection with any FPL Employee Benefit
Plan, that has had or could reasonably be expected to have a material
adverse effect on FPL.

          (iv)  No transaction contemplated hereby could reasonably
be expected to result in liability to the Pension Benefit Guaranty
Corporation (the "PBGC") or otherwise under Section 302(c)(ii), 4062,
4063, 4064 or 4069 of ERISA, or otherwise, with respect to FPL, any
subsidiary or any corporation or organization controlled by or under
common control with any of the foregoing within the meaning of
Section 4001 of ERISA, and no event or condition exists or has
existed that could reasonably be expected to result in any such
liability with respect to FPL, any subsidiary or any such corporation
or organization.

          (m)  Labor Matters.  Except as disclosed in the FPL SEC
Reports filed prior to the date of this Agreement or Section 3.01(m)
of the FPL Disclosure Letter, neither FPL nor any of its subsidiaries
is a party to any collective bargaining agreement or other labor
agreement with any union or labor organization.  Except as disclosed
in the FPL SEC Reports filed prior to the date of this Agreement or
in Section 3.01(m) of the FPL Disclosure Letter, as of the date of
this Agreement, there are no disputes pending or, to the knowledge of
FPL, threatened between FPL or any of its subsidiaries and any trade
union or other representatives of its employees and there is no
charge or complaint pending or threatened in writing against FPL or
any of its subsidiaries before the National Labor Relations Board
(the "NLRB"), except in each case as, individually or in the
aggregate, have not had and could not reasonably be expected to have
a material adverse effect on FPL, and, to the knowledge of FPL, as of
the date of this Agreement, there are no material organizational
efforts presently being made involving any of the employees of FPL or
any of its subsidiaries.  From December 31, 1996, to the date of this
Agreement, there has been no work stoppage, strike or other concerted
action by employees of FPL or any of its subsidiaries and, to the
knowledge of FPL, no such action has been threatened in writing,
except in each case as, individually or in the aggregate, have not
had and could not reasonably be expected to have a material adverse
effect on FPL.  Except as disclosed in the FPL SEC Reports filed
prior to the date of this Agreement or in Section 3.01(m) of the FPL
Disclosure Letter, since January 1, 1994, neither FPL nor any of its
subsidiaries has engaged in any "plant closing" or "mass layoff", as
defined in the Worker Adjustment Retraining and Notification Act or
any comparable state or local law, without complying with the notice
requirements of such laws, except for such failures to comply with
the notice requirements of such laws that, individually or in the
aggregate, have not had and could not reasonably be expected to have
a material adverse effect on FPL.

          (n)  Environmental Matters.  Except as disclosed in the FPL
SEC Reports filed prior to the date of this Agreement or Section
3.01(n) of the FPL Disclosure Letter:

          (i)  Each of FPL, its subsidiaries and the FPL Joint
     Ventures has been and is in compliance with all applicable
     Environmental Laws (as hereinafter defined), except where the
     failure to be in such compliance, individually or in the
     aggregate, has not had and could not reasonably be expected to
     have a material adverse effect on FPL.

          (ii)  Each of FPL, its subsidiaries and the FPL Joint
     Ventures has obtained all environmental Permits (collectively,
     the "Environmental Permits") necessary for the construction of
     their facilities and the conduct of their operations as of the
     date of this Agreement, as applicable, and all such
     Environmental Permits are in good standing or, where applicable,
     a renewal application has been timely filed and is pending
     agency approval, and FPL, its subsidiaries and the FPL Joint
     Ventures are in compliance with all terms and conditions of the
     Environmental Permits, except where the failure to obtain such
     Environmental Permits, of such Permits to be in good standing
     or, where applicable, of a renewal application to have been
     timely filed and be pending or to be in such compliance,
     individually or in the aggregate, has not had and could not
     reasonably be expected to have a material adverse effect on FPL.

          (iii)  There is no Environmental Claim (as hereinafter
     defined) pending:

          (A)  against FPL or any of its subsidiaries or any of the
     FPL Joint Ventures;

          (B)  to the knowledge of FPL, against any person or entity
     whose liability for such Environmental Claim FPL or any of its
     subsidiaries or any of the FPL Joint Ventures has retained or
     assumed either contractually or by operation of law; or

          (C)  against any real or personal property or operations
     that FPL or any of its subsidiaries or any of the FPL Joint
     Ventures owns, leases or manages, in whole or in part, or, to
     the knowledge of FPL, formerly owned, leased or managed, in
     whole or in part,

     in each case, except for such Environmental Claims that,
     individually or in the aggregate, have not had and could not
     reasonably be expected to have a material adverse effect on FPL.

          (iv)  To the knowledge of FPL, there have not been any
     Releases (as hereinafter defined) of any Hazardous Material (as
     hereinafter defined) that would be reasonably likely to form the
     basis of any Environmental Claim against FPL or any of its
     subsidiaries or any of the FPL Joint Ventures, in each case,
     except for such Releases that, individually or in the aggregate,
     have not had and could not reasonably be expected to have a
     material adverse effect on FPL.

          (v)  As used in this Section 3.01(n) and in Section
3.02(n):

          (A)  "Environmental Claim" means any and all
     administrative, regulatory or judicial actions, suits, orders,
     demands, demand letters, directives, claims, liens,
     investigations, proceedings or notices or noncompliance,
     liability or violation (written or oral) by any person or entity
     (including any Governmental Authority) alleging potential
     liability (including potential responsibility or liability for
     enforcement, investigatory costs, cleanup costs, governmental
     response costs, removal costs, remedial costs, natural resources
     damages, property damages, personal injuries or penalties)
     arising out of, based on or resulting from

               (1)  the presence or Release into the environment of
          any Hazardous Materials at any location;

               (2)  circumstances forming the basis of any actual or
          alleged violation of, or liability under, any Environmental
          Law or Environmental Permit; or

               (3)  any and all claims by any third party seeking
          damages, contribution, indemnification, cost recovery,
          compensation or injunctive relief resulting from the
          presence or Release of, or exposure to, any Hazardous
          Materials;

          (B)  "Environmental Laws" means all domestic or foreign
     Federal, state and local laws, principles of common law and
     orders relating to pollution, the environment (including ambient
     air, surface water, groundwater, land surface or subsurface
     strata) or protection of human health as it relates to the
     environment including laws relating to the presence or Release
     of Hazardous Materials, or otherwise relating to the
     manufacture, processing, distribution, use, treatment, storage,
     disposal, transport or handling of, or exposure to, Hazardous
     Materials;

          (C)  "Hazardous Materials" means (a) any petroleum or
     petroleum products, radioactive materials, asbestos in any form
     that is or could become friable, urea formaldehyde foam
     insulation, and polychlorinated biphenyls; and (b) any chemical,
     material, substance or waste that is now prohibited, limited or
     regulated under any Environmental Law; and

          (D)  "Release" means any actual or threatened release,
     spill, emission, leaking, injection, deposit, disposal,
     discharge, dispersal, leaching or migration into the atmosphere,
     soil, surface water, groundwater or property.

          (o)  Operations of Nuclear Power Plants.  Except as
disclosed in the FPL SEC Reports filed prior to the date of this
Agreement or Section 3.01(o) of the FPL Disclosure Letter, the
operations of the nuclear generation stations owned, in whole or
part, by FPL or its subsidiaries (collectively, the "FPL Nuclear
Facilities") are and have been conducted in compliance with all
applicable laws and Permits, except for such failures to comply that,
individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect on FPL.
Each of the FPL Nuclear Facilities maintains, and is in material
compliance with, emergency plans designed to respond to an unplanned
Release (as defined in Section 3.01(n)) therefrom of radioactive
materials and each such plan conforms with the requirements of
applicable law in all material respects.  The plans for the
decommissioning of each of the FPL Nuclear Facilities and for the
storage of spent nuclear fuel conform with the requirements of
applicable law in all material respects and, solely with respect to
the portion of the FPL Nuclear Facilities owned, directly or
indirectly, by FPL, are funded consistent with applicable law.  The
operations of the FPL Nuclear Facilities are not the subject of any
outstanding notices of violation or requests for information from the
NRC or any other agency with jurisdiction over such facility, except
for such notices or requests for information that, individually or in
the aggregate, have not had and could not reasonably be expected to
have a material adverse effect on FPL.  Liability insurance to the
full extent required by law for operating the FPL Nuclear Facilities
remains in full force and effect regarding such facilities, except
for failures to maintain such insurance in full force and effect
that, individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect on FPL.

          (p)  Vote Required.  Assuming the accuracy of the
representation and warranty contained in Section 3.02(s), the
affirmative vote of the holders of record of at least a majority of
the outstanding shares of FPL Common Stock, with respect to the
approval of this Agreement (the "FPL Shareholder Approval"), is the
only vote of the holders of any class or series of the capital stock
of FPL or its subsidiaries required to approve this Agreement, the
FPL Merger and the other transactions contemplated hereby.

          (q)  Opinion of Financial Advisor.  FPL has received the
opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated
the date of this Agreement, to the effect that, as of the date of
this Agreement, the FPL Exchange Ratio is fair from a financial point
of view to the shareholders of FPL.

          (r)  FPL Rights Agreement.  As of the date of this
Agreement, FPL or the Board of Directors of FPL, as the case may be,
has (i) taken all necessary actions so that the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby will not result in a "Distribution Date" (as
defined in the FPL Rights Agreement) and (ii) amended the FPL Rights
Agreement to render it inapplicable to this Agreement, the FPL Merger
and other transactions contemplated hereby.

          (s)  Ownership of Entergy Capital Stock.  Neither FPL nor
any of its subsidiaries or other affiliates beneficially owns any
shares of Entergy Capital Stock.

          (t)  Article VI of FPL's Articles of Incorporation and
Section 607.0901 of the FBCA Not Applicable.  FPL has taken all
necessary actions, if any, so that neither the provisions of Article
VI of FPL's Articles of Incorporation nor the provisions of Section
607.0901 of the FBCA will, before the termination of this Agreement,
apply to this Agreement, the FPL Merger or the other transactions
contemplated hereby.

          (u)  Joint Venture Representations.  Each representation or
warranty made by FPL in this Section 3.01 relating to an FPL Joint
Venture that is neither operated nor managed by FPL or an FPL
subsidiary shall be deemed made only to the knowledge of FPL.

          (v)  Insurance.  Except as set forth in Section 3.01(v) of
the FPL Disclosure Letter and except for failures to maintain
insurance or self-insurance that, individually or in the aggregate,
have not had and could not reasonably be expected to have a material
adverse effect on FPL, from January 1, 1999, through the date of this
Agreement, each of FPL and its subsidiaries has been continuously
insured with financially responsible insurers or has self-insured, in
each case in such amounts and with respect to such risks and losses
as are customary for companies in the United States conducting the
business conducted by FPL and its subsidiaries during such time
period.  Except as set forth in Section 3.01(v) of the FPL Disclosure
Letter, neither FPL nor any of its subsidiaries has received any
notice of cancelation or termination with respect to any insurance
policy of FPL or any of its subsidiaries, except with respect to any
cancelation or termination that, individually or in the aggregate,
has not had and could not reasonably be expected to have a material
adverse effect on FPL.

          (w)  Trading.  FPL has established risk parameters, limits
and guidelines in compliance with the risk management policy approved
by the finance committee of FPL's Board of Directors (the "FPL
Trading Guidelines") to restrict the level of risk that FPL and its
subsidiaries are authorized to take with respect to, among other
things, the net position resulting from all physical commodity
transactions, exchange-traded futures and options transactions, over-
the-counter transactions and derivatives thereof and similar
transactions (the "Net FPL Position") and monitors compliance by FPL
and its subsidiaries with such risk parameters.  FPL has provided the
FPL Trading Guidelines to Entergy prior to the date of this
Agreement.  As of the date of this Agreement, (i) the Net FPL
Position is within the risk parameters that are set forth in the FPL
Trading Guidelines and (ii) the exposure of FPL and its subsidiaries
with respect to the Net FPL Position resulting from all such
transactions is not material to FPL and its subsidiaries taken as a
whole.  From March 31, 2000 to the date of this Agreement, FPL and
its subsidiaries have not, in accordance with generally recognized
mark to market accounting policies, experienced an aggregate net loss
in its trading and related operations that would be material to FPL
and its subsidiaries taken as a whole.

          SECTION 3.02.  Representations and Warranties of Entergy.
Entergy represents and warrants to FPL as follows:

          (a)  Organization and Qualification.  (i)  Each of Entergy
and its subsidiaries is duly organized, validly existing and in good
standing (with respect to jurisdictions that recognize the concept of
good standing) under the laws of its jurisdiction of incorporation
and has full corporate power and authority to conduct its business as
and to the extent now conducted and to own, use and lease its assets
and properties, except for such failures to be so organized, existing
and in good standing (with respect to jurisdictions that recognize
the concept of good standing) or to have such power and authority
that, individually or in the aggregate, have not had and could not be
reasonably expected to have a material adverse effect (as defined in
Section 8.03) on Entergy.  Each of Entergy and its subsidiaries is
duly qualified, licensed or admitted to do business and is in good
standing (with respect to jurisdictions that recognize the concept of
good standing) in each jurisdiction in which the ownership, use or
leasing of its assets and properties, or the conduct or nature of its
business, makes such qualification, licensing or admission necessary,
except for such failures to be so qualified, licensed or admitted and
in good standing (with respect to jurisdictions that recognize the
concept of good standing) that, individually or in the aggregate,
have not had and could not reasonably be expected to have a material
adverse effect on Entergy.  Section 3.02(a) of the letter dated the
date of this Agreement and delivered to FPL by Entergy concurrently
with the execution and delivery of this Agreement (the "Entergy
Disclosure Letter") sets forth as of the date of this Agreement the
name and jurisdiction of organization of each subsidiary of Entergy.

          (ii)  Section 3.02(a) of the Entergy Disclosure Letter sets
forth a description as of the date of this Agreement, of all Entergy
Joint Ventures, including (x) the name of each such entity and (y) a
brief description of the principal line or lines of business
conducted by each such entity.

          (iii)  Except for interests in the subsidiaries of Entergy,
the Entergy Joint Ventures and interests acquired after the date of
this Agreement without violating any covenant, and except as
disclosed in the Entergy SEC Reports (as defined in Section 3.02(e))
filed prior to the date of this Agreement or Section 3.02(a) of the
Entergy Disclosure Letter, Entergy does not directly or indirectly
own any equity or similar interest in, or any interest convertible
into or exchangeable or exercisable for, any equity or similar
interest in, any person, which interest individually has a fair
market value as of the date of this Agreement in excess of
$60,000,000, as reasonably determined by Entergy.

          (b)  Capital Stock.  (i)  The authorized capital stock of
Entergy consists of 500,000,000 shares of Entergy Common Stock, of
which 222,895,585 shares were issued and outstanding as of July 26,
2000.  No shares of capital stock of Entergy were issued or
outstanding from July 26, 2000, to and including the date of this
Agreement.

          As of July 30, 2000, 23,709,144 shares of Entergy Common
Stock were held in the treasury of Entergy.  As of the date of this
Agreement, 12,471,609 shares of Entergy Common Stock were subject to
outstanding Entergy Employee Stock Options (as defined in Section
5.06) and 1,076,503 additional shares of Entergy Common Stock were
reserved for issuance pursuant to the Equity Ownership Plan of
Entergy Corporation and Subsidiaries, Equity Awards Plan of Entergy
Corporation and Subsidiaries, Entergy Service Recognition Program for
Outside Directors and Entergy Stock Plan for Outside Directors
(collectively, the "Entergy Option Plans").  All of the issued and
outstanding shares of Entergy Common Stock are, and all shares
reserved for issuance will be, upon issuance in accordance with the
terms specified in the instruments or agreements pursuant to which
they are issuable, duly authorized, validly issued, fully paid and
nonassessable.  Except as disclosed in this Section 3.02(b) or in
Section 3.02(b) of the Entergy Disclosure Letter, on the date of this
Agreement there are no outstanding Options obligating Entergy or any
of its subsidiaries to issue or sell any shares of capital stock of
Entergy or to grant, extend or enter into any Option with respect
thereto.

          (ii)  Except as permitted by this Agreement and except as
disclosed in the Entergy SEC Reports filed prior to the date of this
Agreement or Section 3.02(b) of the Entergy Disclosure Letter, all of
the outstanding shares of capital stock of each subsidiary of Entergy
are duly authorized, validly issued, fully paid and nonassessable and
are owned, beneficially and of record, by Entergy or a subsidiary,
free and clear of any Liens.  The shares of the Company owned by
Entergy are owned free and clear of any Lien.  Except as disclosed in
the Entergy SEC Reports filed prior to the date of this Agreement or
Section 3.02(b) of the Entergy Disclosure Letter, there are no (A)
outstanding Options obligating Entergy or any of its subsidiaries to
issue or sell any shares of capital stock of any subsidiary of
Entergy or to grant, extend or enter into any such Option or (B)
voting trusts, proxies or other commitments, understandings,
restrictions or arrangements in favor of any person other than
Entergy or a subsidiary wholly owned, directly or indirectly, by
Entergy with respect to the voting of or the right to participate in
dividends or other earnings on any capital stock of any subsidiary of
Entergy.

          (iii)  Except for Entergy Arkansas, Inc., Entergy Gulf
States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
Entergy New Orleans, Inc., Entergy Power, Inc. and System Energy
Resources, Inc. (the "Entergy Utilities"), and except as disclosed in
Section 3.02(b) of the Entergy Disclosure Letter, as of the date of
this Agreement, none of the subsidiaries of Entergy or the Entergy
Joint Ventures is a "public utility company", a "holding company", a
"subsidiary company" or an "affiliate" of any public utility company
within the meaning of Section 2(a)(5), 2(a)(8) or 2(a)(11) of the
1935 Act, respectively.  Except for Entergy, none of Entergy, its
subsidiaries and the Entergy Joint Ventures is registered under the
1935 Act.

          (iv)  Except as disclosed in Section 3.02(b)(iv) of the
Entergy Disclosure Letter, as of the date of this Agreement, no
bonds, debentures, notes or other indebtedness of Entergy or any of
its subsidiaries having the right to vote (or which are convertible
into or exercisable for securities having the right to vote)
(collectively, "Entergy Voting Debt") on any matters on which Entergy
shareholders may vote are issued or outstanding nor are there any
outstanding Options obligating Entergy or any of its subsidiaries to
issue or sell any Entergy Voting Debt or to grant, extend or enter
into any Option with respect thereto.

          (c)  Authority.  Entergy has full corporate power and
authority to enter into this Agreement, to perform its obligations
hereunder and, subject to obtaining Entergy Shareholders Approval (as
defined in Section 3.02(p)), to consummate the transactions
contemplated hereby.  The execution, delivery and performance of this
Agreement by Entergy and the consummation by Entergy of the
transactions contemplated hereby have been duly and validly adopted
and approved by the Board of Directors of Entergy, the Board of
Directors of Entergy has recommended approval of this Agreement by
the shareholders of Entergy and directed that this Agreement be
submitted to the shareholders of Entergy for their approval, and no
other corporate proceedings on the part of Entergy or its
shareholders are necessary to authorize the execution, delivery and
performance of this Agreement by Entergy and the consummation by
Entergy of the Entergy Merger and the other transactions contemplated
hereby, other than obtaining Entergy Shareholders Approval.  This
Agreement has been duly and validly executed and delivered by Entergy
and constitutes a legal, valid and binding obligation of Entergy
enforceable against Entergy in accordance with its terms.

          (d)  No Conflicts; Approvals and Consents.  (i)  The
execution and delivery of this Agreement by Entergy do not, and the
performance by Entergy of its obligations hereunder and the
consummation of the Mergers and the other transactions contemplated
hereby will not, conflict with, result in a violation or breach of,
constitute (with or without notice or lapse of time or both) a
default under, result in or give to any person any right of payment
or reimbursement, termination, cancelation, modification or
acceleration of, or result in the creation or imposition of any Lien
upon any of the assets or properties of Entergy or any of its
subsidiaries or any of the Entergy Joint Ventures under, any of the
terms, conditions or provisions of (A) the certificates or articles
of incorporation or bylaws (or other comparable charter documents) of
Entergy or any of its subsidiaries, or (B) subject to the obtaining
of Entergy Shareholders Approval and the taking of the actions
described in paragraph (ii) of this Section 3.02(d) and obtaining the
FPL Required Statutory Approvals, (x) any laws or orders of any
Governmental Authority applicable to Entergy or any of its
subsidiaries or any of the Entergy Joint Ventures or any of their
respective assets or properties, or (y) except as disclosed in
Section 3.02(d) of the Entergy Disclosure Letter, any note, bond,
mortgage, security agreement, agreement, indenture, license,
franchise, permit, concession, contract, lease or other instrument to
which Entergy or any of its subsidiaries or any of the Entergy Joint
Ventures is a party or by which Entergy or any of its subsidiaries or
any of the Entergy Joint Ventures or any of their respective assets
or properties is bound, excluding from the foregoing clauses (x) and
(y) such items that, individually or in the aggregate, have not had
and could not reasonably be expected to have a material adverse
effect on Entergy.  Prior to the date of this Agreement, Entergy has
received the consent and waiver of Koch Industries, Inc. ("Koch") to
the execution and delivery by Entergy of this Agreement, the
performance by Entergy of its obligations hereunder and the
consummation of the Mergers and the other transactions contemplated
hereby, and such consent and waiver is in full force and effect.
Accordingly, the execution and delivery by Entergy of this Agreement
do not, and the performance by Entergy of its obligations hereunder
and the consummation of the Mergers and the other transactions
contemplated hereby will not, conflict with, result in a violation or
a breach of, constitute (with or without notice or lapse of time or
both) a default under, result in or give to any person any right of
payment or reimbursement, termination, cancelation, modification or
acceleration of, or result in any change in any rights or obligations
of Entergy or any of its subsidiaries or the Entergy Joint Ventures
with respect to, any of the terms, conditions or provisions of the
Contribution Agreement for Entergy-Koch, LP dated as of May 26, 2000
(the "Contribution Agreement"), between Koch, Koch Industries
International Limited and certain subsidiaries of Entergy and all
related agreements entered into, or to be entered into, in connection
therewith.  Entergy has previously delivered to FPL true and correct
copies of the Contribution Agreement and all related agreements.

          (ii)  Except for (A) compliance with, and filings under,
the HSR Act; (B) the filing with, and to the extent required, the
declaration of effectiveness by, the SEC of (1) the Joint Proxy
Statement with the SEC pursuant to the Exchange Act, (2) the Form S-4
and (3) such reports under the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated
hereby; (C) the filing of documents with various state securities
authorities that may be required in connection with the transactions
contemplated hereby; (D) such filings with and approvals of the NYSE
to permit the shares of Company Common Stock that are to be issued
pursuant to Article II to be listed on the NYSE; (E) the
registration, consents, approvals and notices required under the 1935
Act; (F) notice to, and the consent and approval of, FERC under
Section 203 of the Power Act, or an order under the Power Act
disclaiming jurisdiction over the transactions contemplated hereby;
(G) the filing of an application to, and consent and approval of, and
issuance of any required licenses and license amendments by, the NRC
under the Atomic Energy Act; (H) the filing of the Entergy
Certificate of Merger and other appropriate merger documents required
by the DGCL with the Secretary of State of the State of Delaware and
appropriate documents with the relevant authorities of other states
in which Entergy is qualified to do business; (I) compliance with and
such filings as may be required under applicable Environmental Laws;
(J) to the extent required, notice to and the approval of, the
Applicable PSCs; (K) the FCC Pre-Approvals; and (L) such other items
as disclosed in Section 3.02(d) of the Entergy Disclosure Letter (the
items set forth above in clauses (A) through (H) and (J) (other than
with respect to the Municipalities), collectively, the "Entergy
Required Statutory Approvals"), no Consents or action of,
registration, declaration or filing with or notice to any
Governmental Authority is necessary or required to be obtained or
made in connection with the execution and delivery of this Agreement
by Entergy, the performance by Entergy of its obligations hereunder
or the consummation of the Mergers and the other transactions
contemplated hereby, other than such items that the failure to make
or obtain, as the case may be, individually or in the aggregate,
could not reasonably be expected to have a material adverse effect on
Entergy.

          (e)  SEC Reports, Financial Statements and Utility Reports.
(i)  Entergy and its subsidiaries have filed each form, report,
schedule, registration statement, registration exemption, if
applicable, definitive proxy statement and other document (together
with all amendments thereof and supplements thereto) required to be
filed by Entergy or any of its subsidiaries pursuant to the
Securities Act or the Exchange Act with the SEC since January 1, 1997
(as such documents have since the time of their filing been amended
or supplemented, the "Entergy SEC Reports").  As of their respective
dates, the Entergy SEC Reports (A) complied as to form in all
material respects with the requirements of the Securities Act or the
Exchange Act, if applicable, as the case may be, and (B) did not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under
which they were made, not misleading.

          (ii)  The audited consolidated financial statements and
unaudited interim consolidated financial statements (including, in
each case, the notes, if any, thereto) included in the Entergy SEC
Reports (the "Entergy Financial Statements") complied as to form in
all material respects with the published rules and regulations of the
SEC with respect thereto, were prepared in accordance with GAAP
applied on a consistent basis during the periods involved (except as
may be indicated therein or in the notes thereto and except with
respect to unaudited statements as permitted by Form 10-Q of the SEC)
and fairly present (subject, in the case of the unaudited interim
financial statements, to normal, recurring year-end audit adjustments
that were not or are not expected to be, individually or in the
aggregate, materially adverse to Entergy) the consolidated financial
position of Entergy and its consolidated subsidiaries as of the
respective dates thereof and the consolidated results of their
operations and cash flows for the respective periods then ended.

          (iii)  All filings (other than immaterial filings) required
to be made by Entergy or any of its subsidiaries since January 1,
1997, under the 1935 Act, the Power Act, the Atomic Energy Act, the
Communications Act of 1934 and applicable state laws and regulations,
have been filed with the SEC, the FERC, the DOE, the NRC, the FCC or
any applicable state public utility commissions (including, to the
extent required, the Applicable PSCs other than the FPSC), as the
case may be, including all forms, statements, reports, agreements
(oral or written) and all documents, exhibits, amendments and
supplements appertaining thereto, including all rates, tariffs,
franchises, service agreements and related documents and all such
filings complied, as of their respective dates, with all applicable
requirements of the applicable statute and the rules and regulations
thereunder, except for filings the failure of which to make,
individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect on Entergy.

          (f)  Absence of Certain Changes or Events.  Except as
disclosed in the Entergy SEC Reports filed prior to the date of this
Agreement or Section 3.02(f) of the Entergy Disclosure Letter, since
December 31, 1999, there has not been any change, event or
development that, individually or in the aggregate, has had or could
reasonably be expected to have a material adverse effect on Entergy.

          (g)  Absence of Undisclosed Liabilities.  Except for
matters reflected or reserved against in the balance sheet (or notes
thereto) as of December 31, 1999, included in Entergy Financial
Statements or as disclosed in Section 3.02(g) of the Entergy
Disclosure Letter, as of the date of this Agreement, neither Entergy
nor any of its subsidiaries has any liabilities or obligations
(whether absolute, accrued, contingent, fixed or otherwise, or
whether due or to become due) of any nature that would be required by
GAAP to be reflected on a consolidated balance sheet of Entergy and
its consolidated subsidiaries (including the notes thereto), except
liabilities or obligations (i) that were incurred in the ordinary
course of business consistent with past practice since December 31,
1999, or (ii) that, individually or in the aggregate, have not had
and could not reasonably be expected to have a material adverse
effect on Entergy.

          (h)  Legal Proceedings.  Except as disclosed in the Entergy
SEC Reports filed prior to the date of this Agreement or in Section
3.02(h) of the Entergy Disclosure Letter and except for environmental
matters that are governed by Section 3.02(n), as of the date of this
Agreement, (i) there are no actions, suits, arbitrations or
proceedings pending or, to the knowledge of Entergy, threatened
against, relating to or affecting, nor to the knowledge of Entergy
are there any Governmental Authority investigations or audits pending
or threatened against, relating to or affecting, Entergy or any of
its subsidiaries or any of the Entergy Joint Ventures or any of their
respective assets and properties that, in each case, individually or
in the aggregate, have had or could reasonably be expected to have a
material adverse effect on Entergy, and (ii) neither Entergy nor any
of its subsidiaries is subject to any order of any Governmental
Authority that, individually or in the aggregate, has had or could
reasonably be expected to have a material adverse effect on Entergy.

          (i)  Information Supplied.  None of the information
supplied or to be supplied by Entergy for inclusion or incorporation
by reference in (i) the Form S-4 will, at the time the Form S-4 is
filed with the SEC, at any time it is amended or supplemented or at
the time it becomes effective under the Securities Act, contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, or (ii) the Joint Proxy Statement
will, at the date it is first mailed to FPL's shareholders or
Entergy's shareholders or at the time of the FPL Shareholders Meeting
or the Entergy Shareholders Meeting, contain any untrue statement of
a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they are made, not
misleading.  The Joint Proxy Statement will comply as to form in all
material respects with the requirements of the Exchange Act and the
rules and regulations thereunder, except that no representation is
made by Entergy with respect to statements made or incorporated by
reference therein based on information supplied by or on behalf of
FPL for inclusion or incorporation by reference in the Joint Proxy
Statement.

          (j)  Permits; Compliance with Laws and Orders.  Except as
disclosed in Section 3.02(j)(i) of the Entergy Disclosure Letter,
Entergy, its subsidiaries and the Entergy Joint Ventures hold all
Permits necessary for the lawful conduct of their respective
businesses, except for failures to hold such Permits that,
individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect on Entergy.
Entergy, its subsidiaries and the Entergy Joint Ventures are in
compliance with the terms of their Permits, except failures so to
comply that, individually or in the aggregate, have not had and could
not reasonably be expected to have a material adverse effect on
Entergy.  Except as disclosed in the Entergy SEC Reports filed prior
to the date of this Agreement or in Section 3.02(j)(ii) of the
Entergy Disclosure Letter, Entergy, its subsidiaries and the Entergy
Joint Ventures are not in violation of or default under any law or
order of any Governmental Authority, except for such violations or
defaults that, individually or in the aggregate, have not had and
could not reasonably be expected to have a material adverse effect on
Entergy.  This Section 3.02(j) does not relate to matters with
respect to taxes, which are the subject of Section 3.02(k),
Environmental Laws, which are the subject of Section 3.02(n),
benefits plans, which are the subject of Section 3.02(l), and nuclear
power plants, which are the subject of Section 3.02(o).

          (k)  Taxes.  Except as disclosed in Section 3.02(k) of the
Entergy Disclosure Letter:

          (i)  Each of Entergy, its subsidiaries, any predecessor
     thereof and any member of any consolidated group of which any of
     the foregoing is or has been a member (together, the "Entergy
     Taxpayers") has timely filed, or has caused to be timely filed
     on its behalf, all Tax Returns (as defined below) required to be
     filed by it, and all such Tax Returns are true, complete and
     accurate, except to the extent any failures to file or any
     inaccuracies in any filed Tax Returns, individually or in the
     aggregate, have not had and could not reasonably be expected to
     have a material adverse effect on Entergy.  All Taxes (as
     defined below) shown to be due and owing on such Tax Returns
     have been timely paid, except to the extent that any failure to
     pay, individually or in the aggregate, has not had and could not
     reasonably be expected to have a material adverse effect on
     Entergy.

          (ii)  The most recent financial statements contained in the
     Entergy SEC Reports filed prior to the date of this Agreement
     reflect, in accordance with GAAP, an adequate reserve for all
     Taxes payable by the Entergy Taxpayers for all Taxable periods
     through the date of such financial statements, except to the
     extent that the aggregate amount of such Taxes payable exceeds
     the amount of such reserve by an amount that, individually or in
     the aggregate, has not had or could not reasonably be expected
     to have a material adverse effect on Entergy.  No deficiency
     with respect to any Taxes has been proposed, asserted or
     assessed against any Entergy Taxpayer, and no requests for
     waivers of the time to assess any such Taxes are pending, except
     to the extent any such deficiency or request for waiver,
     individually or in the aggregate, have not had and could not
     reasonably be expected to have a material adverse effect on
     Entergy.

          (iii)  The Federal income Tax Returns of the Entergy
     Taxpayers consolidated in such Tax Returns have been examined by
     and settled with the United States Internal Revenue Service for
     all years through 1994.  All material assessments for Taxes due
     with respect to such completed and settled examinations or any
     concluded litigation have been fully paid.

          (iv)  There are no material Liens for Taxes (other than for
     current Taxes not yet due and payable) on the assets of any
     Entergy Taxpayer.  None of the Entergy Taxpayers is bound by any
     agreement with respect to Taxes.

          (v)  Neither Entergy nor any of its Subsidiaries has taken
     or agreed to take any action or knows of any fact, agreement,
     plan or other circumstance that is reasonably likely to prevent
     or impede the Mergers from constituting an exchange governed by
     Section 351 of the Code.

          (l)  Employee Benefit Plans; ERISA.  (i)  Except (x) as
disclosed in the Entergy SEC Reports filed prior to the date of this
Agreement or Section 3.02(l) of the Entergy Disclosure Letter and (y)
for such matters that, individually or in the aggregate, have not had
and could not reasonably be expected to have a material adverse
effect on Entergy, (A) all Entergy Employee Benefit Plans are in
compliance with all applicable requirements of law, including ERISA
and the Code, and (B) except for regular contribution, funding and
vesting requirements of the Entergy Employee Benefit Plans (as
defined below), neither Entergy nor any of its subsidiaries has any
liabilities or obligations with respect to any such Entergy Employee
Benefit Plans, whether accrued, contingent or otherwise, nor to the
knowledge of Entergy are any such liabilities or obligations
reasonably expected to be incurred.  Except as disclosed in Section
3.02(l) of the Entergy Disclosure Letter, the execution of this
Agreement, and the transactions contemplated hereby, will not (either
alone or upon the occurrence of any additional or subsequent events)
constitute an event under any Entergy Employee Benefit Plan that will
or may result in any payment (whether of severance pay or otherwise),
acceleration, forgiveness of indebtedness, vesting, distribution,
increase in benefits or obligation to fund benefits with respect to
any employee of Entergy.  The only material employment agreements,
severance agreements or severance policies applicable to Entergy or
any of its subsidiaries or other Entergy ERISA Affiliates (as defined
below) are the agreements and policies disclosed in Section 3.02(l)
of the Entergy Disclosure Letter.

          (ii)  As used herein:

          (A)  "Entergy Employee Benefit Plan" means any Plan entered
     into, established, maintained, sponsored, contributed to or
     required to be contributed to by Entergy or any of its
     subsidiaries or other Entergy ERISA Affiliates for the benefit
     of the current or former employees or directors of Entergy or
     any of its subsidiaries or other Entergy ERISA Affiliates and
     existing on the date of this Agreement or at any time subsequent
     thereto and on or prior to the Entergy Effective Time and, in
     the case of a Plan that is subject to Part 3 of Title I of
     ERISA, Section 412 of the Code or Title IV of ERISA, at any time
     during the five-year period preceding the date of this Agreement
     with respect to which Entergy or any of its subsidiaries has or
     could reasonably be expected to have any present or future
     actual or contingent liabilities; and

          (B)  "Entergy ERISA Affiliate" means any person who, on or
     before the Entergy Effective Time, is under common control with
     Entergy within the meaning of Section 414 of the Code.

          (iii)  No event has occurred, and there exists no condition
or set of circumstances in connection with any Entergy Employee
Benefit Plan, that has had or could reasonably be expected to have a
material adverse effect on Entergy.

          (iv)  No transaction contemplated hereby could reasonably
be expected to result in liability to the PBGC or otherwise under
Section 302(c)(ii), 4062, 4063, 4064 or 4069 of ERISA, or otherwise,
with respect to Entergy, any subsidiary or any corporation or
organization controlled by or under common control with any of the
foregoing within the meaning of Section 4001 of ERISA, and no event
or condition exists or has existed that could reasonably be expected
to result in any such liability with respect to Entergy, any
subsidiary or any such corporation or organization.

          (m)  Labor Matters.  Except as disclosed in the Entergy SEC
Reports filed prior to the date of this Agreement or Section 3.02(m)
of the Entergy Disclosure Letter, neither Entergy nor any of its
subsidiaries is a party to any collective bargaining agreement or
other labor agreement with any union or labor organization.  Except
as disclosed in the Entergy SEC Reports filed prior to the date of
this Agreement or in Section 3.02(m) of the Entergy Disclosure
Letter, as of the date of this Agreement, there are no disputes
pending or, to the knowledge of Entergy, threatened between Entergy
or any of its subsidiaries and any trade union or other
representatives of its employees and there is no charge or complaint
pending or threatened in writing against Entergy or any of its
subsidiaries before the NLRB, except in each case as, individually or
in the aggregate, have not had and could not reasonably be expected
to have a material adverse effect on Entergy, and, to the knowledge
of Entergy, as of the date of this Agreement, there are no material
organizational efforts presently being made involving any of the
employees of Entergy or any of its subsidiaries.  From December 31,
1996, to the date of this Agreement, there has been no work stoppage,
strike or other concerted action by employees of Entergy or any of
its subsidiaries and, to the knowledge of Entergy, no such action has
been threatened in writing, except in each case as, individually or
in the aggregate, have not had and could not reasonably be expected
to have a material adverse effect on Entergy.  Except as disclosed in
the Entergy SEC Reports filed prior to the date of this Agreement or
in Section 3.02(m) of the Entergy Disclosure Letter, since January 1,
1994, neither Entergy nor any of its subsidiaries has engaged in any
"plant closing" or "mass layoff", as defined in the Worker Adjustment
Retraining and Notification Act or any comparable state or local law,
without complying with the notice requirements of such laws, except
for such failures to comply with the notice requirements of such laws
that, individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect on Entergy.

          (n)  Environmental Matters.  Except as disclosed in the
Entergy SEC Reports filed prior to the date of this Agreement or
Section 3.02(n) of the Entergy Disclosure Letter:

          (i)  Each of Entergy, its subsidiaries and the Entergy
     Joint Ventures has been and is in compliance with all applicable
     Environmental Laws, except where the failure to be in such
     compliance, individually or in the aggregate, has not had and
     could not reasonably be expected to have a material adverse
     effect on Entergy.

          (ii)  Each of Entergy, its subsidiaries and the Entergy
     Joint Ventures has obtained all Environmental Permits necessary
     for the construction of their facilities and the conduct of
     their operations as of the date of this Agreement, as
     applicable, and all such Environmental Permits are in good
     standing or, where applicable, a renewal application has been
     timely filed and is pending agency approval, and Entergy, its
     subsidiaries and the Entergy Joint Ventures are in compliance
     with all terms and conditions of the Environmental Permits,
     except where the failure to obtain such Environmental Permits,
     of such Permits to be in good standing or, where applicable, of
     a renewal application to have been timely filed and be pending
     or to be in such compliance, individually or in the aggregate,
     has not had and could not reasonably be expected to have a
     material adverse effect on Entergy.

          (iii)  There is no Environmental Claim pending

          (A)  against Entergy or any of its subsidiaries or any of
     the Entergy Joint Ventures;

          (B)  to the knowledge of Entergy, against any person or
     entity whose liability for such Environmental Claim Entergy or
     any of its subsidiaries or any of the Entergy Joint Ventures has
     retained or assumed either contractually or by operation of law;
     or

          (C)  against any real or personal property or operations
     that Entergy or any of its subsidiaries or any of the Entergy
     Joint Ventures owns, leases or manages, in whole or in part, or,
     to the knowledge of Entergy, formerly owned, leased or arranged,
     in whole or in part,

     in each case, except for such Environmental Claims that,
     individually or in the aggregate, have not had and could not
     reasonably be expected to have a material adverse effect on
     Entergy.

          (iv)  To the knowledge of Entergy, there have not been any
     Releases of any Hazardous Material that would be reasonably
     likely to form the basis of any Environmental Claim against
     Entergy or any of its subsidiaries or any of the Entergy Joint
     Ventures, in each case, except for such Releases that,
     individually or in the aggregate, have not had and could not
     reasonably be expected to have a material adverse effect on
     Entergy.

          (o)  Operations of Nuclear Power Plants.  Except as
disclosed in the Entergy SEC Reports filed prior to the date of this
Agreement or Section 3.02(o) of the Entergy Disclosure Letter, the
operations of the nuclear generation stations owned, in whole or
part, by Entergy or its subsidiaries (collectively, the "Entergy
Nuclear Facilities") are and have been conducted in compliance with
all applicable laws and Permits, except for such failures to comply
that, individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect on Entergy.
Each of the Entergy Nuclear Facilities maintains, and is in material
compliance with, emergency plans designed to respond to an unplanned
Release (as defined in Section 3.02(n)) therefrom of radioactive
materials and each such plan conforms with the requirements of
applicable law in all material respects.  The plans for the
decommissioning of each of the Entergy Nuclear Facilities and for the
storage of spent nuclear fuel conform with the requirements of
applicable law in all material respects and, solely with respect to
the portion of the Entergy Nuclear Facilities owned, directly of
indirectly, by Entergy, are funded consistent with applicable law.
The operations of the Entergy Nuclear Facilities are not the subject
of any outstanding notices of violation or requests for information
from the NRC or any other agency with jurisdiction over such
facility, except for such notices or requests for information that,
individually or in the aggregate, have not had and could not
reasonably be expected to have a material adverse effect on Entergy.
Liability insurance to the full extent required by law for operating
the Entergy Nuclear Facilities remains in full force and effect
regarding such facilities, except for failures to maintain such
insurance in full force and effect that, individually or in the
aggregate, have not had and could not reasonably be expected to have
a material adverse effect on Entergy.

          (p)  Vote Required.  Assuming the accuracy of the
representation and warranty contained in Section 3.01(s), the
affirmative vote of the holders of record of at least a majority of
the outstanding shares of Entergy Common Stock, with respect to the
approval of this Agreement (the "Entergy Shareholder Approval"), is
the only vote of the holders of any class or series of the capital
stock of Entergy or its subsidiaries required to approve this
Agreement, the Entergy Merger and the other transactions contemplated
hereby.

          (q)  Opinion of Financial Advisor.  Entergy has received
the opinions of Morgan Stanley Dean Witter & Co. and J.P. Morgan
Securities Inc. dated the date of this Agreement, to the effect that,
as of the date of this Agreement, the Entergy Exchange Ratio is fair
from a financial point of view to the shareholders of Entergy.

          (r)  Ownership of FPL Capital Stock.  Neither Entergy nor
any of its subsidiaries or other affiliates beneficially owns any
shares of FPL Capital Stock.

          (s)  Section 203 of the DGCL Not Applicable.  Entergy has
taken all necessary actions, if any, so that the provisions of
Section 203 of the DGCL will not, before the termination of this
Agreement, apply to this Agreement, the Entergy Merger or the other
transactions contemplated hereby.

          (t)  Joint Venture Representations.  Each representation or
warranty made by Entergy in this Section 3.02 relating to an Entergy
Joint Venture that is neither operated nor managed by Entergy or an
Entergy subsidiary shall be deemed made only to the knowledge of
Entergy.

          (u)  Insurance.  Except as set forth in Section 3.02(u) of
the Entergy Disclosure Letter and except for failures to maintain
insurance or self-insurance that, individually or in the aggregate,
have not had and could not reasonably be expected to have a material
adverse effect on Entergy, from January 1, 1999, through the date of
this Agreement, each of Entergy and its subsidiaries has been
continuously insured with financially responsible insurers or has
self-insured, in each case in such amounts and with respect to such
risks and losses as are customary for companies in the United States
conducting the business conducted by Entergy and its subsidiaries
during such time period.  Except as set forth in Section 3.02(u) of
the Entergy Disclosure Letter, neither Entergy nor any of its
subsidiaries has received any notice of cancelation or termination
with respect to any insurance policy of Entergy or any of its
subsidiaries, except with respect to any cancelation or termination
that, individually or in the aggregate, has not had and could not
reasonably be expected to have a material adverse effect on Entergy.

          (v)  Trading.  Entergy has established risk parameters,
limits and guidelines in compliance with the risk management policy
approved by Entergy's Board of Directors (the "Entergy Trading
Guidelines") to restrict the level of risk that Entergy and its
subsidiaries are authorized to take with respect to, among other
things, the net position resulting from all physical commodity
transactions, exchange-traded futures and options transactions, over-
the-counter transactions and derivatives thereof and similar
transactions (the "Net Entergy Position") and monitors compliance by
Entergy and its subsidiaries with such risk parameters.  Entergy has
provided the Entergy Trading Guidelines to FPL prior to the date of
this Agreement.  As of the date of this Agreement, (i) the Net
Entergy Position is within the risk parameters that are set forth in
the Entergy Trading Guidelines and (ii) the exposure of Entergy and
its subsidiaries with respect to the Net Entergy Position resulting
from all such transactions is not material to Entergy and its
subsidiaries taken as a whole.  From March 31, 2000 to the date of
this Agreement, Entergy and its subsidiaries have not, in accordance
with generally recognized mark to market accounting policies,
experienced an aggregate net loss in its trading and related
operations that would be material to Entergy and its subsidiaries
taken as a whole.


                         ARTICLE IV

                         Covenants

          SECTION 4.01.  Covenants of FPL.  From and after the date
of this Agreement until the FPL Effective Time, FPL covenants and
agrees as to itself and its subsidiaries that (except as expressly
contemplated or permitted by this Agreement, as set forth in Section
4.01 of the FPL Disclosure Letter or to the extent that Entergy shall
otherwise previously consent in writing):

          (a)  Ordinary Course.  FPL and each of its subsidiaries
shall conduct their businesses in all material respects in the
ordinary course of business consistent with past practice.  Without
limiting the generality of the foregoing, FPL and its subsidiaries
shall use commercially reasonable efforts to preserve intact in all
material respects their present business organizations, to maintain
in effect all existing Permits, subject to prudent management of
workforce and business needs, to keep available the services of their
key officers and employees, to maintain their assets and properties
in good working order and condition, ordinary wear and tear excepted,
to maintain insurance on their tangible assets and businesses in such
amounts and against such risks and losses as are currently in effect,
to preserve their relationships with Governmental Authorities,
customers and suppliers and others having significant business
dealings with them and to comply in all material respects with all
laws, orders and Permits of all Governmental Authorities applicable
to them.

          (b)  Charter Documents.  FPL shall not amend or propose to
amend its or, other than in a manner that would not materially
restrict the operation of their businesses, its subsidiaries'
articles of incorporation or by-laws (or other comparable corporate
charter documents).

          (c)  Dividends.  FPL shall not, nor shall it permit any of
its subsidiaries to, (i) declare, set aside or pay any dividends on
or make other distributions in respect of any of its capital stock or
share capital, except:

          (A)  that FPL may continue the declaration and payment of
     regular quarterly cash dividends on FPL Common Stock, not to
     exceed $0.54 per share, with usual record and payment dates for
     such dividends in accordance with past dividend practice;
     provided, that (1) dividends payable in respect of periods after
     July 31, 2000, may exceed by up to 5% per share the dividend
     payable during the prior 12-month period in respect of the
     comparable time period and (2) if the FPL Effective Time does
     not occur between a record date and payment date of a regular
     quarterly dividend, a special dividend may be declared and paid
     in respect of FPL Common Stock with respect to the quarter in
     which the FPL Effective Time occurs with a record date in such
     quarter and on or prior to the date on which the FPL Effective
     Time occurs, which dividend does not exceed an amount equal to
     the product of (i) a fraction the (x) numerator of which is
     equal to the number of days between the last payment date of a
     regular quarterly dividend and the record date of such special
     dividend (excluding such last payment date but including the
     record date of such special dividend) and (y) the denominator of
     which is equal to the number of days between the last payment
     date of a regular quarterly dividend and the same calendar day
     in the third month after the month in which such last payment
     date occurred (excluding such last payment date but including
     such same calendar day), multiplied by (ii) the then permitted
     quarterly dividend per share, and

          (B)  for the declaration and payment of dividends by a
     direct or indirect wholly-owned subsidiary solely to its parent
     corporation, or by a direct or indirect partially owned
     subsidiary of FPL (provided that FPL or the FPL subsidiary
     receives or is to receive its proportionate share of such
     dividend or distribution), and

          (C)  for the declaration and payment of regular cash
     dividends with respect to preferred stock of FPL's subsidiaries
     outstanding as of the date of the Agreement or permitted to be
     issued under the terms of this Agreement,

          (ii) split, combine, reclassify or take similar action with
     respect to any of its capital stock or share capital or issue or
     authorize or propose the issuance of any other securities in
     respect of, in lieu of or in substitution for shares of its
     capital stock or comprised in its share capital, (iii) adopt a
     plan of complete or partial liquidation or resolutions providing
     for or authorizing such liquidation or a dissolution, merger,
     consolidation, restructuring, recapitalization or other
     reorganization or (iv) except as disclosed in Section
     4.01(c)(iv) of the FPL Disclosure Letter, directly or indirectly
     redeem, repurchase or otherwise acquire any shares of its
     capital stock or any Option with respect thereto except:

               (A) in connection with intercompany purchases of
          capital stock or share capital, or

               (B) for the purpose of funding the FPL Option Plans or
          employee stock ownership or dividend reinvestment and stock
          purchase plans, or
               (C) mandatory repurchases or redemptions of preferred
          stock of FPL's subsidiaries in accordance with the terms
          thereof, or

               (D) in connection with the refinancing of capital
          stock at a lower cost of funds, or

               (E) the repurchase by FPL of shares of FPL Common
          Stock as contemplated by Section 5.15.

          (d)  Share Issuances.  FPL shall not, nor shall it permit
any of its subsidiaries to issue, deliver or sell, or authorize or
propose the issuance, delivery or sale of, any shares of its capital
stock or any Option with respect thereto (other than (i) the issuance
of FPL Common Stock upon the exercise of FPL Employee Stock Options
in accordance with their terms, (ii) the issuance of FPL Common Stock
in respect of target performance share awards, shareholder value
awards and restricted stock awards granted under the FPL Option Plans
in accordance with their terms, (iii) the issuance of FPL Employee
Stock Options and the grant of equity awards pursuant to the FPL
Option Plans in accordance with their terms providing, in aggregate,
up to an additional 3,400,000 shares of FPL Common Stock, provided,
however, that any FPL Employee Stock Options and equity awards
granted after the date of this Agreement (other than any such FPL
Employee Stock Options or equity awards granted to the FPL officers
whose names are set forth in Section 4.01(d) of the FPL Disclosure
Letter) shall be granted on terms pursuant to which such FPL Employee
Stock Options and equity awards shall not vest on the FPL Shareholder
Approval or otherwise on the occurrence of the transactions
contemplated hereby, and shall, at the FPL Effective Time, be
converted into options or equity-based awards to acquire or in
respect of, as applicable, Company Common Stock in the manner
contemplated by Section 5.06, (iv) the issuance of FPL Preferred
Stock in respect of FPL Rights, (v) the issuance of shares of capital
stock in connection with the refinancing of capital stock in
accordance with Section 4.01(c)(iv)(D) and (vi) the pro rata issuance
by a subsidiary of its capital stock to its shareholders), or modify
or amend any right of any holder of outstanding shares of capital
stock or Options with respect thereto other than to give effect to
Section 5.06.

          (e)  Acquisitions; Capital Expenditures.  Except for (x)
acquisitions of, or capital expenditures relating to, the entities,
assets and facilities identified in Section 4.01(e) of the FPL
Disclosure Letter, (y) expenditures of amounts set forth in FPL's
capital expenditure plan included in Section 4.01(e) of the FPL
Disclosure Letter, and (z) capital expenditures (1) required by law
or Governmental Authorities or (2) incurred in connection with the
repair or replacement of facilities destroyed or damaged due to
casualty or accident (whether or not covered by insurance), FPL shall
not, nor shall it permit any of its subsidiaries to, make any capital
expenditures, or acquire or agree to acquire (whether by merger,
consolidation, purchase or otherwise) any person or assets, if the
amount to be expended pursuant thereto exceeds, in the aggregate (A)
during the period ending on the first anniversary of the date of this
Agreement, $350,000,000 (the "FPL First Year Expenditure Amount") and
(B) during the period commencing on the first anniversary of the date
of this Agreement and ending on the second anniversary of the date of
this Agreement, an amount equal to the sum of $350,000,000 and the
portion, if any, of the FPL First Year Expenditure Amount that
remains unspent on the first anniversary of the date of this
Agreement.

          (f)  Dispositions.  Except as disclosed in Section 4.01(f)
of the FPL Disclosure Letter, FPL shall not, nor shall it permit any
of its subsidiaries to, sell, lease, grant any security interest in
or otherwise dispose of or encumber any of its assets or properties,
other than (i) dispositions of obsolete equipment or assets or
dispositions of assets being replaced, in each case in the ordinary
course of business consistent with past practice, (ii) dispositions
by FPL Utility of its utility assets in accordance with the terms of
restructuring and divestiture plans mandated or approved by
applicable local or state regulatory agencies or (iii) dispositions
having an aggregate value of less than $100,000,000.

          (g)  Indebtedness.  Except as disclosed in Section 4.01(g)
of the FPL Disclosure Letter, FPL shall not, nor shall it permit any
of its subsidiaries to, (A) incur or guarantee any indebtedness or
enter into any "keep well" or other agreement to maintain any
financial condition of another person or enter into any arrangement
having the economic effect of any of the foregoing (including any
capital leases, "synthetic" leases or conditional sale or other title
retention agreements) other than (i) short-term borrowings incurred
in the ordinary course of business consistent with past practice,
(ii) letters of credit obtained in the ordinary course of business
consistent with past practice, (iii) borrowings made in connection
with the refunding of existing indebtedness or refinancing of capital
stock (x) at maturity or upon final mandatory redemption (without the
need for the occurrence of any special event) or (y) at a lower cost
of funds, (iv) borrowings to finance capital expenditures or
acquisitions permitted pursuant to Section 4.01(e), (v) other
borrowings in an aggregate principal amount not to exceed
$250,000,000 outstanding at any time, (vi) borrowings to finance
common stock repurchases contemplated by Section 5.15 or (vii)
continuation of guarantees existing as of the date of this Agreement,
or (B) make any loans or advances to any other person, other than in
the ordinary course of business consistent with past practice or to
any direct or indirect wholly owned subsidiary of FPL.

          (h)  Marketing of Energy; Trading.  FPL shall not, nor
shall it permit any of its subsidiaries to, (i) permit any material
change in policies governing or otherwise relating to the trading or
marketing of energy other than as a result of acquisitions or capital
expenditures permitted pursuant to Section 4.01(e) or (ii) enter into
any physical commodity transactions, exchange-traded futures and
options transactions, over-the-counter transactions and derivatives
thereof or similar transactions other than as permitted by the FPL
Trading Guidelines.

          (i)  Employee Benefits.  Except as required by law or the
terms of any collective bargaining agreement, or as disclosed in
Section 4.01(i) of the FPL Disclosure Letter, FPL shall not, nor
shall it permit any of its subsidiaries to, enter into, adopt, amend
or terminate any FPL Employee Benefit Plan, or other agreement,
arrangement, plan or policy between FPL or one of its subsidiaries
and one or more of its directors, officers or employees, or except
for normal increases in the ordinary course of business consistent
with past practice, increase in any manner the compensation or fringe
benefits of any director, executive officer or other employee, or pay
any benefit not required by any plan or arrangement in effect as of
the date of this Agreement, provided, however, that the foregoing
shall not restrict FPL or its subsidiaries from (i) entering into or
making available to newly hired officers and employees or to officers
and employees in the context of promotions based on job performance
or workplace requirements in the ordinary course of business
consistent with past practice, plans, agreements, benefits and
compensation arrangements (including incentive grants) that have,
consistent with past practice, been made available to newly hired or
promoted officers and employees, or (ii) entering into or amending
collective bargaining agreements with existing collective bargaining
representatives or newly certified bargaining units regarding
mandatory subjects of bargaining under applicable law, in each case
in a manner consistent with past practice to the extent permitted by
law.

          (j)  Regulatory Status.  Except as disclosed in Section
4.01(j) of the FPL Disclosure Letter, FPL shall not, nor shall it
permit any of its subsidiaries to, agree or consent to any material
agreements or material modifications of existing agreements or course
of dealings with any Governmental Authority in respect of the
operations of their businesses, except (i) as required by law to
renew Permits or agreements in the ordinary course of business
consistent with past practice, (ii) as may be necessary or required
in connection with the consummation of any acquisition permitted
pursuant to Section 4.01(e) or (iii) to effect the consummation of
the transactions contemplated hereby.

          (k)  Accounting.  FPL shall not, nor shall it permit any of
its subsidiaries to, make any changes in their accounting methods
materially affecting the reported consolidated assets, liabilities or
results of operations of FPL, except as required by law or GAAP.

          (l)  Transmission Reorganization.  Notwithstanding any
other provision in this Agreement, this Agreement shall not in any
manner restrict FPL Utility from, directly or indirectly, (i)
transferring ownership or control, in whole or in part, whether by
sale, lease or otherwise, of its transmission and related assets to
an entity jointly owned by FPL and another person or persons, (ii)
transferring control of such assets to an independent system operator
or other similar entity or (iii) otherwise transferring ownership or
control of such assets for fair value (including in connection with a
public offering), in the case of each of clause (i), (ii) and (iii),
as part of an arrangement commonly understood to be a "transco" or
the formation of a regional transmission organization under the rules
and regulations of the FERC (any of the foregoing being referred to
as the "FPL RTO Formation").  So long as the FPL RTO Formation does
not cause the representation set forth in Section 3.01(k)(v) to be
untrue, the failure of the performance of the covenant set forth in
Section 5.14 or the failure of the conditions set forth in Sections
6.02(c) and 6.03(c), such FPL RTO Formation shall not constitute (x)
a breach of or failure to perform any of the representations,
warranties, covenants or other agreements contained in this Agreement
(including those contained in Section 4.03) or (y) otherwise result
in the failure of any condition set forth in Article VI hereof to be
satisfied.

          (m)  Insurance.  FPL shall, and shall cause its
subsidiaries to, maintain with financially responsible insurance
companies (or through self-insurance, consistent with past practice)
insurance in such amounts and against such risks and losses as are
customary for companies engaged in their respective businesses.

          SECTION 4.02.  Covenants of Entergy.  From and after the
date of this Agreement until the Entergy Effective Time, Entergy
covenants and agrees as to itself and its subsidiaries that (except
as expressly contemplated or permitted by this Agreement, as set
forth in Section 4.02 of the Entergy Disclosure Letter or to the
extent that FPL shall otherwise previously consent in writing):

          (a)  Ordinary Course.  Entergy and each of its subsidiaries
shall conduct their businesses in all material respects in the
ordinary course of business consistent with past practice.  Without
limiting the generality of the foregoing, Entergy and its
subsidiaries shall use commercially reasonable efforts to preserve
intact in all material respects their present business organizations,
to maintain in effect all existing Permits, subject to prudent
management of workforce and business needs, to keep available the
services of their key officers and employees, to maintain their
assets and properties in good working order and condition, ordinary
wear and tear excepted, to maintain insurance on their tangible
assets and businesses in such amounts and against such risks and
losses as are currently in effect, to preserve their relationships
with Governmental Authorities, customers and suppliers and others
having significant business dealings with them and to comply in all
material respects with all laws, orders and Permits of all
Governmental Authorities applicable to them.

          (b)  Charter Documents.  Entergy shall not amend or propose
to amend its or, other than in a manner that would not materially
restrict the operation of their businesses, its subsidiaries'
certificate of incorporation or by-laws (or other comparable
corporate charter documents).

          (c)  Dividends.  Entergy shall not, nor shall it permit any
of its subsidiaries to, (i) declare, set aside or pay any dividends
on or make other distributions in respect of any of its capital stock
or share capital, except:

          (A) that Entergy may continue the declaration and payment
     of regular quarterly cash dividends on Entergy Common Stock, not
     to exceed $0.30 per share, with usual record and payment dates
     for such dividends in accordance with past dividend practice;
     provided, that (1) dividends payable in respect of periods after
     July 31, 2000, may exceed by up to 5% per share the dividend
     payable during the prior 12-month period in respect of the
     comparable time period and (2) if the Entergy Effective Time
     does not occur between a record date and payment date of a
     regular quarterly dividend, a special dividend may be declared
     and paid in respect of Entergy Common Stock with respect to the
     quarter in which the Entergy Effective Time occurs with a record
     date in such quarter and on or prior to the date on which the
     Entergy Effective Time occurs, which dividend does not exceed an
     amount equal to the product of (i) a fraction the (x) numerator
     of which is equal to the number of days between the last payment
     date of a regular quarterly dividend and the record date of such
     special dividend (excluding such last payment date but including
     the record date of such special dividend) and (y) the
     denominator of which is equal to the number of days between the
     last payment date of a regular quarterly dividend and the same
     calendar day in the third month after the month in which such
     last payment date occurred (excluding such last payment date but
     including such same calendar day), multiplied by (ii) the then
     permitted quarterly dividend per share, and

          (B) for the declaration and payment of dividends by a
     direct or indirect wholly-owned subsidiary solely to its parent
     corporation, or by a direct or indirect partially owned
     subsidiary of Entergy (provided that Entergy or the Entergy
     subsidiary receives or is to receive its proportionate share of
     such dividend or distribution), and

          (C) for the declaration and payment of regular cash
     dividends with respect to preferred stock of Entergy's
     subsidiaries outstanding as of the date of the Agreement or
     permitted to be issued under the terms of this Agreement,

          (ii) split, combine, reclassify or take similar action with
     respect to any of its capital stock or share capital or issue or
     authorize or propose the issuance of any other securities in
     respect of, in lieu of or in substitution for shares of its
     capital stock or comprised in its share capital, (iii) adopt a
     plan of complete or partial liquidation or resolutions providing
     for or authorizing such liquidation or a dissolution, merger,
     consolidation, restructuring, recapitalization or other
     reorganization or (iv) directly or indirectly redeem, repurchase
     or otherwise acquire any shares of its capital stock or any
     Option with respect thereto except:

               (A) in connection with intercompany purchases of
          capital stock or share capital, or

               (B) for the purpose of funding the Entergy Option Plan
          or employee stock ownership or dividend reinvestment and
          stock purchase plans, or

               (C) mandatory repurchases or redemptions of preferred
          stock of Entergy's subsidiaries in accordance with the
          terms thereof, or

               (D) in connection with the refinancing of capital
          stock at a lower cost of funds, or

               (E) the repurchase by Entergy of shares of Entergy
          Common Stock as contemplated by Section 5.15.

          (d)  Share Issuances.  Entergy shall not, nor shall it
permit any of its subsidiaries to issue, deliver or sell, or
authorize or propose the issuance, delivery or sale of, any shares of
its capital stock or any Option with respect thereto (other than (i)
the issuance of Entergy Common Stock upon the exercise of Entergy
Employee Stock Options in accordance with their terms, (ii) the
issuance of Entergy Common Stock in respect of target performance
share awards, shareholder value awards and restricted stock awards
granted under the Entergy Option Plans in accordance with their
terms, (iii) the issuance of Entergy Employee Stock Options and the
grant of equity awards pursuant to the Entergy Option Plans in
accordance with their terms providing, in aggregate, up to an
additional 15,000,000 shares of Entergy Common Stock, provided,
however, that any Entergy Employee Stock Options and equity awards
granted after the date of this Agreement (other than any such Entergy
Employee Stock Options or equity awards granted to the Entergy
officers whose names are set forth in Section 4.02(d) of the Entergy
Disclosure Letter) shall be granted on terms pursuant to which such
Entergy Employee Stock Options and equity awards shall not vest on
the Entergy Shareholders Approval or otherwise on the occurrence of
the transactions contemplated hereby, and shall, at the Entergy
Effective Time, be converted into options or equity-based awards to
acquire or in respect of, as applicable, Company Common Stock in the
manner contemplated by Section 5.06, (iv) the issuance of shares of
capital stock in connection with the refinancing of capital stock in
accordance with Section 4.02(c)(iv)(D) and (v) the pro rata issuance
by a subsidiary of its capital stock to its shareholders), or modify
or amend any right of any holder of outstanding shares of capital
stock or Options with respect thereto other than to give effect to
Section 5.06.

          (e)  Acquisitions; Capital Expenditures.  Except for (x)
acquisitions of, or capital expenditures relating to, the entities,
assets and facilities identified in Section 4.02(e) of the Entergy
Disclosure Letter, (y) expenditures of amounts set forth in Entergy's
capital expenditure plan included in Section 4.02(e) of the Entergy
Disclosure Letter, and (z) capital expenditures (1) required by law
or Governmental Authorities or (2) incurred in connection with the
repair or replacement of facilities destroyed or damaged due to
casualty or accident (whether or not covered by insurance), Entergy
shall not, nor shall it permit any of its subsidiaries to, make any
capital expenditures, or acquire or agree to acquire (whether by
merger, consolidation, purchase or otherwise) any person or assets,
if the amount to be expended pursuant thereto exceeds, in the
aggregate (A) during the period ending on the first anniversary of
the date of this Agreement, $350,000,000 (the "Entergy First Year
Expenditure Amount") and (B) during the period commencing on the
first anniversary of the date of this Agreement and ending on the
second anniversary of the date of this Agreement, an amount equal to
the sum of $350,000,000 and the portion, if any, of the Entergy First
Year Expenditure Amount that remains unspent on the first anniversary
of the date of this Agreement.

          (f)  Dispositions.  Except as disclosed in Section 4.02(f)
of the Entergy Disclosure Letter, Entergy shall not, nor shall it
permit any of its subsidiaries to, sell, lease, grant any security
interest in or otherwise dispose of or encumber any of its assets or
properties, other than (i) dispositions of obsolete equipment or
assets or dispositions of assets being replaced, in each case in the
ordinary course of business consistent with past practice, (ii)
dispositions by any of the Entergy Utilities of their respective
utility assets in accordance with the terms of restructuring and
divestiture plans mandated or approved by applicable local or state
regulatory agencies or (iii) dispositions having an aggregate value
of less than $100,000,000.

          (g)  Indebtedness.  Except as disclosed in Section 4.02(g)
of the Entergy Disclosure Letter, Entergy shall not, nor shall it
permit any of its subsidiaries to, (A) incur or guarantee any
indebtedness or enter into any "keep well" or other agreement to
maintain any financial condition of another person or enter into any
arrangement having the economic effect of any of the foregoing
(including any capital leases, "synthetic" leases or conditional sale
or other title retention agreements) other than (i) short-term
borrowings incurred in the ordinary course of business consistent
with past practice, (ii) letters of credit obtained in the ordinary
course of business consistent with past practice, (iii) borrowings
made in connection with the refunding of existing indebtedness or
refinancing of capital stock (x) at maturity or upon final mandatory
redemption (without the need for the occurrence of any special event)
or (y) at a lower cost of funds, (iv) borrowings to finance capital
expenditures or acquisitions permitted pursuant to Section 4.02(e),
(v) other borrowings in an aggregate principal amount not to exceed
$250,000,000 outstanding at any time, (vi) borrowings to finance
common stock repurchases contemplated by Section 5.15 or (vii)
continuation of guarantees existing as of the date of this Agreement,
or (B) make any loans or advances to any other person, other than in
the ordinary course of business consistent with past practice or to
any direct or indirect wholly owned subsidiary of Entergy.

          (h)  Marketing of Energy; Trading.  Entergy shall not, nor
shall it permit any of its subsidiaries to, permit any material
change in policies governing or otherwise relating to the trading or
marketing of energy other than as a result of acquisitions or capital
expenditures permitted pursuant to Section 4.02(e).  Entergy shall
use its reasonable efforts to promptly establish for the Koch JV and
its subsidiaries policies governing or otherwise relating to the
trading or marketing of energy that are comparable to policies
established by other companies engaged in similar businesses as the
Koch JV.  Entergy shall not, nor shall it permit any of its
subsidiaries, and shall use its reasonable efforts to cause the Koch
JV and its subsidiaries not to, enter into any physical commodity
transactions, exchange-traded futures and options transactions, over-
the-counter transactions and derivatives thereof or similar
transactions other than as permitted by the Entergy Trading
Guidelines or the policies to be established for the Koch JV and its
subsidiaries, as applicable.

          (i)  Employee Benefits.  Except as required by law or the
terms of any collective bargaining agreement, or as disclosed in
Section 4.02(i) of the Entergy Disclosure Letter, Entergy shall not,
nor shall it permit any of its subsidiaries to, enter into, adopt,
amend or terminate any Entergy Employee Benefit Plan, or other
agreement, arrangement, plan or policy between Entergy or one of its
subsidiaries and one or more of its directors, officers or employees,
or except for normal increases in the ordinary course of business
consistent with past practice, increase in any manner the
compensation or fringe benefits of any director, executive officer or
other employee, or pay any benefit not required by any plan or
arrangement in effect as of the date of this Agreement, provided,
however, that the foregoing shall not restrict Entergy or its
subsidiaries from (i) entering into or making available to newly
hired officers and employees or to officers and employees in the
context of promotions based on job performance or workplace
requirements in the ordinary course of business consistent with past
practice, plans, agreements, benefits and compensation arrangements
(including incentive grants) that have, consistent with past
practice, been made available to newly hired or promoted officers and
employees, or (ii) entering into or amending collective bargaining
agreements with existing collective bargaining representatives or
newly certified bargaining units regarding mandatory subjects of
bargaining under applicable law, in each case in a manner consistent
with past practice to the extent permitted by law.

          (j)  Regulatory Status.  Except as disclosed in Section
4.02(j) of the Entergy Disclosure Letter, Entergy shall not, nor
shall it permit any of its subsidiaries to, agree or consent to any
material agreements or material modifications of existing agreements
or course of dealings with any Governmental Authority in respect of
the operations of their businesses, except (i) as required by law to
renew Permits or agreements in the ordinary course of business
consistent with past practice, (ii) as may be necessary or required
in connection with the consummation of any acquisition permitted
pursuant to Section 4.02(e) or (iii) to effect the consummation of
the transactions contemplated hereby.

          (k)  Accounting.  Entergy shall not, nor shall it permit
any of its subsidiaries to, make any changes in their accounting
methods materially affecting the reported consolidated assets,
liabilities or results of operations of Entergy, except as required
by law or GAAP.

          (l)  Transmission Reorganization.  Notwithstanding any
other provision in this Agreement, this Agreement shall not in any
manner restrict the Entergy Utilities from, directly or indirectly,
(i) transferring ownership or control, in whole or in part, whether
by sale, lease or otherwise, of its transmission and related assets
to an entity jointly owned by Entergy and another person or persons,
(ii) transferring control of such assets to an independent system
operator or other similar entity or (iii) otherwise transferring
ownership or control of such assets for fair value (including in
connection with a public offering), in the case of each of clause
(i), (ii) and (iii), as part of an arrangement commonly understood to
be a "transco" or the formation of a regional transmission
organization under the rules and regulations of the FERC (any of the
foregoing being referred to as the "Entergy RTO Formation").  So long
as the Entergy RTO Formation does not cause the representation set
forth in Section 3.02(k)(v) to be untrue, the failure of the
performance of the covenant set forth in Section 5.14 or the failure
of the conditions set forth in Sections 6.02(c) and 6.03(c), such
Entergy RTO Formation shall not constitute (x) a breach of or failure
to perform any of the representations, warranties, covenants or other
agreements contained in this Agreement (including those contained in
Section 4.04) or (y) otherwise result in the failure of any condition
set forth in Article VI hereof to be satisfied.

          (m)  Insurance.  Entergy shall, and shall cause its
subsidiaries to, maintain with financially responsible insurance
companies (or through self-insurance, consistent with past practice)
insurance in such amounts and against such risks and losses as are
customary for companies engaged in their respective businesses.

          SECTION 4.03.  No Solicitation by FPL.  (a)  FPL shall not,
nor shall it permit any of its subsidiaries to, nor shall it
authorize or permit any of its directors, officers or employees to,
and shall use its reasonable best efforts to cause any investment
banker, financial advisor, attorney, accountant or other
representative retained by it or any of its subsidiaries not to,
directly or indirectly, (i) solicit, initiate or knowingly encourage
(including by way of furnishing information), or knowingly take any
other action designed to facilitate, any inquiries or the making of
any proposal that constitutes an FPL Takeover Proposal (as defined
below) or (ii) participate in any negotiations or substantive
discussions regarding any FPL Takeover Proposal; provided, however,
that if, at any time prior to receipt of the FPL Shareholder Approval
(the "FPL Applicable Period"), the Board of Directors of FPL
determines in good faith, after consultation with its legal and
financial advisors, that an FPL Takeover Proposal that was not
solicited by it and that did not otherwise result from a breach of
this Section 4.03(a) is, or is reasonably likely to result in, an FPL
Superior Proposal (as defined in Section 4.03(b)), and subject to
providing prior written notice of its decision to take such action to
Entergy (the "FPL Information Notice") and compliance with Section
4.03(c), FPL may (x) furnish information with respect to FPL and its
subsidiaries to the person making such proposal (and its
representatives) pursuant to a customary confidentiality agreement
containing terms no less favorable to FPL than those set forth in the
Confidentiality Agreement (the "Confidentiality Agreement") dated
June 8, 2000, between FPL and Entergy (provided that such
confidentiality agreement shall not in any way restrict FPL from
complying with its disclosure obligations under this Agreement,
including with respect to such proposal, but such confidentiality
agreement may allow such party to submit to FPL a proposal or offer
relating to a transaction) and (y) participate in discussions or
negotiations regarding such proposal.  FPL, its subsidiaries and
their representatives immediately shall cease and cause to be
terminated any existing activities, discussions or negotiations with
any parties with respect to any FPL Takeover Proposal.  For purposes
of this Agreement, "FPL Takeover Proposal" means any inquiry,
proposal or offer from any person relating to (i) any direct or
indirect acquisition or purchase of a business (an "FPL Material
Business") that constitutes 20% or more of the net revenues, net
income or the assets (including equity securities) of FPL and its
subsidiaries, taken as a whole, (ii) any direct or indirect
acquisition or purchase of 20% or more of any class of voting
securities of FPL or any subsidiary of FPL owning, operating or
controlling an FPL Material Business, (iii) any tender offer or
exchange offer that if consummated would result in any person
beneficially owning 20% or more of any class of voting securities of
FPL or any subsidiary of FPL owning, operating or controlling an FPL
Material Business or (iv) any merger, consolidation, business
combination, recapitalization, liquidation, dissolution or similar
transaction involving FPL or any such subsidiary of FPL owning,
operating or controlling an FPL Material Business, in each case other
than the transactions contemplated by this Agreement.

          (b)  Except as contemplated by this Section 4.03, neither
the Board of Directors of FPL nor any committee thereof shall (i)
withdraw or modify, or propose publicly to withdraw or modify, in a
manner adverse to Entergy, the approval or recommendation by such
Board of Directors or such committee of this Agreement or the FPL
Merger, (ii) approve or recommend, or propose publicly to approve or
recommend, any FPL Takeover Proposal, or (iii) cause FPL to enter
into any letter of intent, agreement in principle, acquisition
agreement or other similar agreement (each, an "FPL Acquisition
Agreement") related to any FPL Takeover Proposal.  Notwithstanding
the foregoing, in response to an FPL Takeover Proposal that was not
solicited by it and that did not otherwise result from a breach of
Section 4.03(a), during the FPL Applicable Period, the Board of
Directors of FPL may, if it determines in good faith, after
consulting with outside counsel, that the failure to take such action
would be reasonably likely to result in a breach of the Board of
Directors' fiduciary obligations to the shareholders of FPL under
applicable law, (i) withdraw or modify, or propose publicly to
withdraw or modify, the approval or recommendation by such Board of
Directors or any committee thereof of this Agreement or the FPL
Merger, (ii) approve or recommend, or propose to approve or
recommend, any FPL Superior Proposal, or (iii) terminate this
Agreement pursuant to Section 7.01(d), but only if (x) in the case of
each of clauses (ii) or (iii), such Board of Directors determines in
good faith that such FPL Takeover Proposal constitutes an FPL
Superior Proposal, and (y) in the case of clause (iii), (A) FPL has
notified Entergy in writing of the determination that such FPL
Takeover Proposal constitutes an FPL Superior Proposal and (B) at
least seven business days following receipt by Entergy of such
notice, the Board of Directors of FPL determines that such FPL
Superior Proposal remains an FPL Superior Proposal.  For purposes of
this Agreement, an "FPL Superior Proposal" means any written FPL
Takeover Proposal that the Board of Directors of FPL determines in
good faith (based on the written opinion, with only customary
qualifications, of a financial advisor of nationally recognized
reputation) to be more favorable (taking into account (i) all
financial and strategic considerations, including relevant legal,
financial, regulatory and other aspects of such FPL Takeover Proposal
and the Mergers and the other transactions contemplated by this
Agreement deemed relevant by the Board of Directors, (ii) the
identity of the third party making such FPL Takeover Proposal and
(iii) the conditions and prospects for completion of such FPL
Takeover Proposal) to FPL's shareholders than the FPL Merger and the
other transactions contemplated by this Agreement (taking into
account all of the terms of any proposal by Entergy to amend or
modify the terms of the FPL Merger and the other transactions
contemplated by this Agreement), except that (x) the reference to
"20%" in clauses (i), (ii) and (iii) of the definition of "FPL
Takeover Proposal" in Section 4.03(a) shall be deemed to be a
reference to "50%", (y) an "FPL Takeover Proposal" shall only be
deemed to refer to a transaction involving FPL, and not any of its
subsidiaries or FPL Material Businesses alone, and (z) the references
to "or any subsidiary of FPL owning, operating or controlling an FPL
Material Business" in clauses (ii), (iii) and (iv) shall be deemed to
be deleted.

          (c)  In addition to the obligations of FPL set forth in
paragraphs (a) and (b) of this Section 4.03, FPL shall immediately
advise Entergy, orally and in writing, of any request for information
or of any FPL Takeover Proposal, the principal terms and conditions
of such request or FPL Takeover Proposal and the identity of the
person making such request or FPL Takeover Proposal.  FPL shall keep
Entergy informed of the status and details (including amendments or
proposed amendments) of any such request or FPL Takeover Proposal.

          (d)  Nothing contained in this Section 4.03 shall prohibit
FPL from (i) taking and disclosing to its shareholders a position
contemplated by Rule 14e-2(a) promulgated under the Exchange Act or
from making any disclosure to FPL's shareholders if, in the good
faith judgment of the Board of Directors of FPL, after consultation
with outside counsel, failure so to disclose would be inconsistent
with its obligations under applicable law or (ii) taking actions
permitted by Sections 4.01(f) or 4.01(l).

          SECTION 4.04.  No Solicitation by Entergy.  (a)  Entergy
shall not, nor shall it permit any of its subsidiaries to, nor shall
it authorize or permit any of its directors, officers or employees
to, and shall use its reasonable best efforts to cause any investment
banker, financial advisor, attorney, accountant or other
representative retained by it or any of its subsidiaries not to,
directly or indirectly, (i) solicit, initiate or knowingly encourage
(including by way of furnishing information), or knowingly take any
other action designed to facilitate, any inquiries or the making of
any proposal that constitutes an Entergy Takeover Proposal (as
defined below) or (ii) participate in any negotiations or substantive
discussions regarding any Entergy Takeover Proposal; provided,
however, that if, at any time prior to receipt of the Entergy
Shareholder Approval (the "Entergy Applicable Period"), the Board of
Directors of Entergy determines in good faith, after consultation
with its legal and financial advisors, that an Entergy Takeover
Proposal that was not solicited by it and that did not otherwise
result from a breach of this Section 4.04(a) is, or is reasonably
likely to result in, an Entergy Superior Proposal (as defined in
Section 4.04(b)), and subject to providing prior written notice of
its decision to take such action to FPL (the "Entergy Information
Notice") and compliance with Section 4.04(c), Entergy may (x) furnish
information with respect to Entergy and its subsidiaries to the
person making such proposal (and its representatives) pursuant to a
customary confidentiality agreement containing terms no less
favorable to Entergy than those set forth in the Confidentiality
Agreement (provided that such confidentiality agreement shall not in
any way restrict Entergy from complying with its disclosure
obligations under this Agreement, including with respect to such
proposal, but such confidentiality agreement may allow such party to
submit to Entergy a proposal or offer relating to a transaction) and
(y) participate in discussions or negotiations regarding such
proposal.  Entergy, its subsidiaries and their representatives
immediately shall cease and cause to be terminated any existing
activities, discussions or negotiations with any parties with respect
to any Entergy Takeover Proposal.  For purposes of this Agreement,
"Entergy Takeover Proposal" means any inquiry, proposal or offer from
any person relating to (i) any direct or indirect acquisition or
purchase of a business (an "Entergy Material Business") that
constitutes 20% or more of the net revenues, net income or the assets
(including equity securities) of Entergy and its subsidiaries, taken
as a whole, (ii) any direct or indirect acquisition or purchase of
20% or more of any class of voting securities of Entergy or any
subsidiary of Entergy owning, operating or controlling an Entergy
Material Business, (iii) any tender offer or exchange offer that if
consummated would result in any person beneficially owning 20% or
more of any class of voting securities of Entergy or any subsidiary
of Entergy owning, operating or controlling an Entergy Material
Business or (iv) any merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction
involving Entergy or any such subsidiary of Entergy owning, operating
or controlling an Entergy Material Business, in each case other than
the transactions contemplated by this Agreement.

          (b)  Except as contemplated by this Section 4.04, neither
the Board of Directors of Entergy nor any committee thereof shall (i)
withdraw or modify, or propose publicly to withdraw or modify, in a
manner adverse to FPL, the approval or recommendation by such Board
of Directors or such committee of this Agreement or the Entergy
Merger, (ii) approve or recommend, or propose publicly to approve or
recommend, any Entergy Takeover Proposal, or (iii) cause Entergy to
enter into any letter of intent, agreement in principle, acquisition
agreement or other similar agreement (each, an "Entergy Acquisition
Agreement") related to any Entergy Takeover Proposal.
Notwithstanding the foregoing, in response to an Entergy Takeover
Proposal that was not solicited by it and that did not otherwise
result from a breach of Section 4.04(a), during the Entergy
Applicable Period, the Board of Directors of Entergy may, if it
determines in good faith, after consulting with outside counsel, that
the failure to take such action would be reasonably likely to result
in a breach of the Board of Directors' fiduciary obligations to the
shareholders of Entergy under applicable law, (i) withdraw or modify,
or propose publicly to withdraw or modify, the approval or
recommendation by such Board of Directors or any committee thereof of
this Agreement or the Entergy Merger, (ii) approve or recommend, or
propose to approve or recommend, any Entergy Superior Proposal, or
(iii) terminate this Agreement pursuant to Section 7.01(g), but only
if (x) in the case of each of clauses (ii) or (iii), such Board of
Directors determines in good faith that such Entergy Takeover
Proposal constitutes an Entergy Superior Proposal, and (y) in the
case of clause (iii), (A) Entergy has notified FPL in writing of the
determination that such Entergy Takeover Proposal constitutes an
Entergy Superior Proposal and (B) at least seven business days
following receipt by FPL of such notice, the Board of Directors of
Entergy determines that such Entergy Superior Proposal remains an
Entergy Superior Proposal.  For purposes of this Agreement, an
"Entergy Superior Proposal" means any written Entergy Takeover
Proposal that the Board of Directors of Entergy determines in good
faith (based on the written opinion, with only customary
qualifications, of a financial advisor of nationally recognized
reputation) to be more favorable (taking into account (i) all
financial and strategic considerations, including relevant legal,
financial, regulatory and other aspects of such Entergy Takeover
Proposal and the Mergers and the other transactions contemplated by
this Agreement deemed relevant by the Board of Directors, (ii) the
identity of the third party making such Entergy Takeover Proposal and
(iii) the conditions and prospects for completion of such Entergy
Takeover Proposal) to Entergy's shareholders than the Entergy Merger
and the other transactions contemplated by this Agreement (taking
into account all of the terms of any proposal by FPL to amend or
modify the terms of the Entergy Merger and the other transactions
contemplated by this Agreement), except that (x) the reference to
"20%" in clauses (i), (ii) and (iii) of the definition of "Entergy
Takeover Proposal" in Section 4.04(a) shall be deemed to be a
reference to "50%", (y) an "Entergy Takeover Proposal" shall only be
deemed to refer to a transaction involving Entergy, and not any of
its subsidiaries or Entergy Material Businesses alone, and (z) the
references to "or any subsidiary of Entergy owning, operating or
controlling an Entergy Material Business" in clauses (ii), (iii) and
(iv) shall be deemed to be deleted.

          (c)  In addition to the obligations of Entergy set forth in
paragraphs (a) and (b) of this Section 4.04, Entergy shall
immediately advise FPL, orally and in writing, of any request for
information or of any Entergy Takeover Proposal, the principal terms
and conditions of such request or Entergy Takeover Proposal and the
identity of the person making such request or Entergy Takeover
Proposal.  Entergy shall keep FPL informed of the status and details
(including amendments or proposed amendments) of any such request or
Entergy Takeover Proposal.

          (d)  Nothing contained in this Section 4.04 shall prohibit
Entergy from (i) taking and disclosing to its shareholders a position
contemplated by Rule 14e-2(a) promulgated under the Exchange Act or
from making any disclosure to Entergy's shareholders if, in the good
faith judgment of the Board of Directors of Entergy, after
consultation with outside counsel, failure so to disclose would be
inconsistent with its obligations under applicable law or (ii) taking
actions permitted by Sections 4.02(f) or 4.02(l).

          SECTION 4.05.  Other Actions.  FPL and Entergy shall not,
and shall not permit any of their respective subsidiaries to, take
any action that would, or that could reasonably be expected to,
result in (i) any of the representations and warranties of such party
set forth in this Agreement that is qualified as to materiality
becoming untrue, (ii) any of such representations and warranties that
is not so qualified becoming untrue in any material respect or (iii)
any condition to the Mergers set forth in Article VI not being
satisfied.

          SECTION 4.06.  Coordination of Dividends.  Each of FPL and
Entergy shall coordinate with the other regarding the declaration and
payment of dividends in respect of FPL Common Stock and Entergy
Common Stock and the record dates and payment dates relating thereto,
it being the intention of FPL and Entergy that no holder of FPL
Common Stock, Entergy Common Stock or Company Common Stock shall
receive two dividends, or fail to receive one dividend, for any
single calendar quarter with respect to its shares of FPL Common
Stock or Entergy Common Stock, as the case may be, and/or any shares
of Company Common Stock any such holder receives in exchange therefor
pursuant to the Mergers.


                         ARTICLE V

                   Additional Agreements

          SECTION 5.01.  Preparation of the Form S-4 and the Joint
Proxy Statement; Shareholders Meetings.  (a)  As soon as practicable
following the date of this Agreement, FPL and Entergy shall prepare
and file with the SEC the Joint Proxy Statement and FPL, Entergy and
the Company shall prepare and file with the SEC the Form S-4, in
which the Joint Proxy Statement will be included.  Each of FPL,
Entergy and the Company shall use its reasonable best efforts to have
the Form S-4 declared effective under the Securities Act as promptly
as practicable after such filing.  FPL will use its reasonable best
efforts to cause the Joint Proxy Statement to be mailed to FPL's
shareholders, and Entergy will use its reasonable best efforts to
cause the Joint Proxy Statement to be mailed to Entergy's
shareholders, in each case as promptly as practicable after the Form
S-4 is declared effective under the Securities Act.  Each party
hereto shall also take any action required to be taken under any
applicable state or provincial securities laws in connection with the
issuance of Company Common Stock in the Mergers and each party shall
furnish all information concerning itself and its shareholders as may
be reasonably requested in connection with any such action.  Each
party will advise the others, promptly after it receives notice
thereof, of the time when the Form S-4 has become effective or any
supplement or amendment has been filed, the issuance of any stop
order, the suspension of the qualification of the Company Common
Stock issuable in connection with the Mergers for offering or sale in
any jurisdiction, or any request by the SEC for amendment of the
Joint Proxy Statement or the Form S-4 or comments thereon and
responses thereto or requests by the SEC for additional information.
If prior to the Effective Time any event occurs with respect to FPL,
Entergy or any subsidiary of FPL or Entergy, respectively, or any
change occurs with respect to information supplied by or on behalf of
FPL or Entergy, respectively, for inclusion in the Joint Proxy
Statement or the Form S-4 that, in each case, is required to be
described in an amendment of, or a supplement to, the Joint Proxy
Statement or the Form S-4, FPL or Entergy, as applicable, shall
promptly notify the other and the Company of such event, and FPL or
Entergy, as applicable, shall cooperate with the Company in the
prompt filing with the SEC of any necessary amendment or supplement
to the Joint Proxy Statement and the Form S-4 and, as required by
law, in disseminating the information contained in such amendment or
supplement to FPL's shareholders and to Entergy's shareholders.

          (b)  FPL shall, as soon as reasonably practicable following
the date of this Agreement, duly call, give notice of, convene and
hold a meeting of its shareholders (the "FPL Shareholders Meeting")
for the purpose of obtaining the FPL Shareholder Approval.  Without
limiting the generality of the foregoing, FPL agrees that its
obligations pursuant to the first sentence of this Section 5.01(b)
shall not be affected by (i) the commencement, public proposal,
public disclosure or communication to FPL of any FPL Takeover
Proposal, (ii) the withdrawal or modification by the Board of
Directors of FPL of its approval or recommendation of this Agreement,
the FPL Merger or the other transactions contemplated hereby or (iii)
the approval or recommendation of any FPL Superior Proposal.

          (c)  Entergy shall, as soon as reasonably practicable
following the date of this Agreement, duly call, give notice of,
convene and hold a meeting of its shareholders (the "Entergy
Shareholders Meeting") for the purpose of obtaining the Entergy
Shareholder Approval.  Without limiting the generality of the
foregoing, Entergy agrees that its obligations pursuant to the first
sentence of this Section 5.01(c) shall not be affected by (i) the
commencement, public proposal, public disclosure or communication to
Entergy of any Entergy Takeover Proposal,  (ii) the withdrawal or
modification by the Board of Directors of Entergy of its approval or
recommendation of this Agreement, the Entergy Merger or the other
transactions contemplated hereby or (iii) the approval or
recommendation of any Entergy Superior Proposal.

          (d)  FPL and Entergy will use their reasonable best efforts
to hold the Entergy Shareholders Meeting and the FPL Shareholders
Meeting on the same date and as soon as practicable after the date of
this Agreement.

          SECTION 5.02.  Letters of FPL's Accountants.  FPL shall use
its reasonable best efforts to cause to be delivered to Entergy two
letters from FPL's independent accountants, one dated a date within
two business days before the date on which the Form S-4 shall become
effective and one dated a date within two business days before the
Closing Date, each addressed to Entergy, in form and substance
reasonably satisfactory to Entergy and customary in scope and
substance for comfort letters delivered by independent public
accountants in connection with registration statements similar to the
Form S-4.

          SECTION 5.03.  Letters of Entergy's Accountants.  Entergy
shall use its reasonable best efforts to cause to be delivered to FPL
two letters from Entergy's independent accountants, one dated a date
within two business days before the date on which the Form S-4 shall
become effective and one dated a date within two business days before
the Closing Date, each addressed to FPL, in form and substance
reasonably satisfactory to FPL and customary in scope and substance
for comfort letters delivered by independent public accountants in
connection with registration statements similar to the Form S-4.

          SECTION 5.04.  Access to Information; Effect of Review.
(a)  Access.  Subject to the Confidentiality Agreement, to the extent
permitted by applicable law, each of FPL and Entergy shall, and shall
cause each of its respective subsidiaries to, and, so long as
consistent with its confidentiality obligations under its applicable
agreements, shall use its respective reasonable best efforts to cause
the FPL Joint Ventures and Entergy Joint Ventures, respectively, to,
afford to the other party and to the officers, employees,
accountants, counsel, financial advisors and other representatives of
such other party reasonable access during normal business hours
during the period prior to the Effective Time to all their respective
properties, books, contracts, commitments, personnel and records and,
during such period, to the extent permitted by applicable law, each
of FPL and Entergy shall, and shall cause each of its respective
subsidiaries to, and, so long as consistent with its confidentiality
obligations under its applicable agreements, shall use its respective
reasonable best efforts to cause the FPL Joint Ventures and Entergy
Joint Ventures, respectively, to, (i) confer on a regular and
frequent basis with one or more representatives of the other party to
discuss material operational and regulatory matters and the general
status of its ongoing operations, (ii) advise the other party of any
change or event that has had or could reasonably be expected to have
a material adverse effect on such party and (iii) furnish promptly
all other information concerning its business, properties and
personnel, in each case as such other party may reasonably request;
provided, however, that no actions shall be taken pursuant to this
Section 5.04(a) that would result in a waiver of the attorney/client
privilege.  Notwithstanding the foregoing, if a party requests access
to proprietary information of the other party, the disclosure of
which would have a material adverse effect on the other party if the
Closing were not to occur (giving effect to the requesting party's
obligations under the Confidentiality Agreement), such information
shall only be disclosed to the extent reasonably agreed upon by the
chief financial officers (or their designees) of FPL and Entergy.
All information exchanged pursuant to this Section 5.04(a) shall be
subject to the Confidentiality Agreement.

          (b)  Effect of Review.  No review pursuant to this Section
5.04 shall have an effect for the purpose of determining the accuracy
of any representation or warranty given by any of the parties hereto
to any of the other parties hereto.

          SECTION 5.05.  Regulatory Matters; Reasonable Best Efforts.
(a)  Regulatory Approvals.  Each party hereto shall cooperate and
promptly prepare and file all necessary documentation, to effect all
necessary applications, notices, petitions and filings, and shall use
reasonable best efforts to obtain all necessary approvals and
authorizations of all Governmental Authorities, necessary or
advisable to consummate and make effective, in the most expeditious
manner reasonably practicable, the Mergers and the other transactions
contemplated by this Agreement, including the FPL Required Statutory
Approvals and the Entergy Required Statutory Approvals; provided,
however, that FPL shall have primary responsibility for the
preparation and filing of any related applications, filings or other
materials with the FPSC and, provided, further, that Entergy shall
have primary responsibility for the preparation and filing of any
related applications, filings or other materials with all Applicable
PSCs, other than the FPSC, and the SEC with respect to the 1935 Act.
FPL shall have the right to review and approve in advance all
characterizations of the information relating to FPL, on the one
hand, and Entergy shall have the right to review and approve in
advance all characterizations of the information relating to Entergy,
on the other hand, in either case, that appear in any application,
notice, petition or filing made in connection with the Mergers or the
other transactions contemplated by this Agreement.  FPL and Entergy
agree that they will consult and cooperate with each other with
respect to the obtaining of all such necessary approvals and
authorizations of Governmental Authorities.

          (b)  Further Actions.  Upon the terms and subject to the
conditions set forth in this Agreement, each of the parties agrees to
use its reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate
with the other parties in doing, all things reasonably necessary or
advisable to consummate and make effective, in the most expeditious
manner reasonably practicable, the Mergers and the other transactions
contemplated by this Agreement, including (i) the defending of any
lawsuits or other legal proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated by this Agreement, including seeking to
have any stay or temporary restraining order entered by any court or
other Governmental Authority vacated or reversed, and (ii) the
execution and delivery of any additional instruments necessary to
consummate the transactions contemplated by this Agreement.

          (c)  State Anti-Takeover Statutes.  Without limiting the
generality of Section 5.05(b), FPL and Entergy shall (i) take all
action necessary to ensure that no state anti-takeover statute or
similar statute or regulation is or becomes applicable to the
Mergers, this Agreement or any of the other transactions contemplated
by this Agreement and (ii) if any state anti-takeover statute or
similar statute or regulation becomes applicable to the Mergers, this
Agreement or any other transaction contemplated by this Agreement,
take all action necessary to ensure that the Mergers and the other
transactions contemplated by this Agreement may be consummated as
promptly as reasonably practicable on the terms contemplated by this
Agreement and otherwise to minimize the effect of such statute or
regulation on the Mergers and the other transactions contemplated by
this Agreement.

          SECTION 5.06.  Stock Options; Restricted Stock and Equity
Awards; Stock Plans.  (a)  Prior to the FPL Effective Time, the Board
of Directors of FPL (or, if appropriate, any committee administering
the FPL Option Plans) shall adopt such resolutions or take such other
actions as may be required to effect the following:

          (i) adjust the terms of all outstanding stock options (the
     "FPL Employee Stock Options") granted under the FPL Option
     Plans, whether vested or unvested, as necessary to provide that,
     at the Effective Time, each FPL Employee Stock Option
     outstanding immediately prior to the Effective Time shall be
     amended and converted into an option to acquire, on the same
     terms and conditions as were applicable under such FPL Employee
     Stock Option, including vesting (taking into account any
     acceleration of vesting that may occur as a result of the FPL
     Shareholder Approval or the transactions contemplated hereby),
     the same number of shares of Company Common Stock at the same
     price per share of Company Common Stock (each, as so adjusted, a
     "FPL Adjusted Option");

          (ii)  ensure that the conversion pursuant to Section
     2.01(a) of the FPL Common Stock held by any director or officer
     of FPL and the conversion pursuant to this Section 5.06(a) into
     Company Stock Options of FPL Employee Stock Options held by any
     director or officer of FPL will be eligible for exemption under
     Rule 16b-3(e);

          (iii) make such other changes to the FPL Option Plans as
     FPL and Entergy may agree are appropriate to give effect to the
     FPL Merger, including as provided in Section 5.07;

          (iv) provide that each restricted share of FPL Common Stock
     shall be converted into a restricted share of Company Common
     Stock, on the same terms and conditions as were applicable to
     such share of FPL Common Stock, including vesting; and

          (v) except as disclosed in Section 5.06(a) of the FPL
     Disclosure Letter, adjust the terms of all outstanding FPL
     equity or equity-based awards (other than FPL Employee Stock
     Options and restricted shares of FPL Common Stock), whether
     vested or unvested, as necessary to provide that each such award
     outstanding immediately prior to the Effective Time shall be
     amended and converted into an equity or equity-based award in
     respect of the same number of shares of Company Common Stock, on
     the same terms and conditions as were applicable to such FPL
     equity or equity-based award, including vesting.

          (b)  Prior to the Entergy Effective Time, the Board of
Directors of Entergy (or, if appropriate, any committee administering
the Entergy Option Plans) shall adopt such resolutions or take such
other actions as may be required to effect the following:

          (i) adjust the terms of all outstanding stock options (the
     "Entergy Employee Stock Options") granted under the Entergy
     Option Plans, whether vested or unvested, as necessary to
     provide that, at the Effective Time, each Entergy Employee Stock
     Option outstanding immediately prior to the Effective Time shall
     be amended and converted into an option to acquire, on the same
     terms and conditions as were applicable under such Entergy
     Employee Stock Option, including vesting (taking into account
     any acceleration of vesting that may occur as a result of the
     Entergy Shareholder Approval or the transactions contemplated
     hereby), the same number of shares of Company Common Stock
     (rounded down to the nearest whole share) as the holder of such
     Entergy Employee Stock Option would have been entitled to
     receive pursuant to the Entergy Merger had such holder been
     vested and exercised such Entergy Employee Stock Option in full
     immediately prior to the Effective Time, at a price per share of
     Company Common Stock (rounded up to the nearest cent) equal to
     (A) the aggregate exercise price for the shares of Entergy
     Common Stock otherwise purchasable pursuant to such Entergy
     Employee Stock Option divided by (B) the aggregate number of
     shares of Company Common Stock deemed purchasable pursuant to
     such Entergy Employee Stock Option (each, as so adjusted, a
     "Entergy Adjusted Option", and, together with the FPL Adjusted
     Options, the "Adjusted Options");

         (ii) ensure that the conversion pursuant to Section 2.01(b)
     of the Entergy Common Stock held by any director or officer of
     Entergy and the conversion pursuant to this Section 5.06(b) into
     Company Stock Options of Entergy Employee Stock Options held by
     any director or officer of Entergy will be eligible for
     exemption under Rule 16b-3(e);

        (iii) make such other changes to the Entergy Option Plans as
     FPL and Entergy may agree are appropriate to give effect to the
     Entergy Merger, including as provided in Section 5.07;

         (iv) provide that each restricted share of Entergy Common
     Stock shall be converted into a number of restricted shares of
     Company Common Stock equal to the Entergy Ratio, on the same
     terms and conditions as were applicable to such share of Entergy
     Common Stock, including vesting; and

          (v) except as disclosed in Section 5.06(b) of the Entergy
     Disclosure Letter, adjust the terms of all outstanding Entergy
     equity or equity-based awards (other than Entergy Employee Stock
     Options and restricted shares of Entergy Common Stock), whether
     vested or unvested, as necessary to provide that each such award
     outstanding immediately prior to the Effective Time shall be
     amended and converted into an equity or equity-based award in
     respect of a number of shares of Company Common Stock equal to
     the number of shares of Entergy Common Stock represented by such
     award multiplied by the Entergy Ratio, on the same terms and
     conditions as were applicable to such Entergy equity or equity-
     based award, including vesting.

          (c)  As soon as practicable after the Effective Time, the
Company shall deliver to the holders of FPL Employee Stock Options
and Entergy Employee Stock Options (collectively, the "Stock
Options") appropriate notices setting forth such holders' rights
pursuant to the respective FPL Option Plans or Entergy Option Plans,
as the case may be (collectively, the "Stock Plans"), and the
agreements evidencing the grants of such Stock Options, and that such
Stock Options and agreements shall be assumed by the Company and
shall continue in effect on the same terms and conditions (subject to
the adjustments required by this Section 5.06 after giving effect to
the Mergers).

          (d)  Except as otherwise contemplated by this Section 5.06
and except to the extent required under the respective terms of the
Stock Options, all restrictions or limitations on transfer and
vesting with respect to Stock Options awarded under the Stock Plans,
or any other plan, program or arrangement of FPL, Entergy or any of
their subsidiaries, to the extent that such restrictions or
limitations shall not have already lapsed, shall remain in full force
and effect with respect to such Stock Options after giving effect to
the Mergers and the assumption by the Company as set forth above.

          (e)  At the Effective Time, by virtue of the Mergers, the
Stock Plans shall be assumed by the Company, with the result that all
obligations of FPL and Entergy under the Stock Plans, including with
respect to awards outstanding at the Effective Time under each Stock
Plan, shall be obligations of the Company following the Effective
Time.  Prior to the Effective Time, the Company shall take all
necessary actions for the assumption of the Stock Plans, including
the reservation, issuance and listing of Company Common Stock in a
number at least equal to the number of shares of Company Common Stock
that will be subject to Adjusted Options.  As promptly as practicable
following the Effective Time, the Company shall prepare and file with
the SEC a registration statement on Form S-8 (or another appropriate
form) registering a number of shares of Company Common Stock
determined in accordance with the preceding sentence.  Such
registration statement shall be kept effective (and the current
status of the prospectus or prospectuses required thereby shall be
maintained) at least for so long as Adjusted Options remain
outstanding.

          SECTION 5.07.  Employee Matters.  (a)  Following the
Effective Time, the Company will (subject to this Section 5.07 and
Section 5.08) cause its subsidiaries to honor all obligations under
any contracts, agreements, collective bargaining agreements, plans
(as such may be amended in accordance with this Agreement) and
commitments of FPL and Entergy and their respective subsidiaries that
exist on the date of this Agreement (or as established or amended in
accordance with or permitted by this Agreement) that apply to any
current or former employee, or current or former director, of either
of the parties hereto or any of their subsidiaries; provided,
however, that this undertaking is not intended to prevent the Company
from enforcing such contracts, agreements, collective bargaining
agreements, plans (as such may be amended in accordance with this
Agreement) and commitments in accordance with their terms, including
any reserved right to amend, modify, suspend, revoke or terminate any
such contract, agreement, collective bargaining agreement or
commitment.

          (b)  At the Effective Time, it shall be the intent of the
Company, that (subject to obligations under applicable law and
applicable collective bargaining agreements) (i) any reductions in
the employee work force of the Company and its subsidiaries shall be
made on a fair and equitable basis (as determined by the Company and
its subsidiaries), in light of the circumstances and the objectives
to be achieved, giving consideration to previous work history, job
experience and qualifications, without regard to whether employment
prior to the Effective Time was with FPL and its subsidiaries or
Entergy and its subsidiaries, and any employees whose employment is
terminated or jobs are eliminated by the Company or any of its
subsidiaries during such period shall be entitled to participate on a
fair and equitable basis (as determined by the Company and its
subsidiaries) in the job opportunity and employment placement
programs offered by the Company or any of its subsidiaries for which
they are eligible and (ii) employees shall be entitled to participate
in all job training, career development and educational programs of
the Company and its subsidiaries for which they are eligible, and
shall be entitled to fair and equitable consideration (as determined
by the Company and its subsidiaries) in connection with any job
opportunities with the Company and its subsidiaries, in each case
without regard to whether employment prior to the Effective Time was
with FPL and its subsidiaries or Entergy and its subsidiaries.

          (c)  Subject to its obligations under applicable law and
applicable collective bargaining agreements, the Company and its
subsidiaries shall give credit under each of their respective
employee benefit plans, programs and arrangements to employees for
all service prior to the Effective Time with FPL or Entergy or their
respective subsidiaries, as applicable, or any predecessor employer
(to the extent that such credit was given by FPL or Entergy or any of
their respective subsidiaries, as applicable) for all purposes for
which such service was taken into account or recognized by FPL or
Entergy or their respective subsidiaries, as applicable, but not to
the extent crediting such service would result in duplication of
benefits (including for benefit accrual purposes under defined
benefit pension plans).

          SECTION 5.08.  Indemnification, Exculpation and Insurance.
(a)  Each of the Company, Merger Sub A and Merger Sub B agrees that
all rights to indemnification and exculpation from liabilities for
acts or omissions occurring at or prior to the Effective Time now
existing in favor of the current or former directors, officers,
employees or fiduciaries under benefit plans currently indemnified of
FPL and its subsidiaries or Entergy and its subsidiaries, as the case
may be, as provided in their respective certificates of
incorporation, by-laws (or comparable organizational documents) or
other agreements providing indemnification shall survive the Mergers
and shall continue in full force and effect in accordance with their
terms.  In addition, from and after the Effective Time, directors,
officers, employees and fiduciaries under benefit plans currently
indemnified of FPL or Entergy or their respective subsidiaries who
become directors, officers, employees or fiduciaries under benefit
plans of the Company will be entitled to the indemnity rights and
protections afforded to directors, officers, employees and
fiduciaries under benefit plans of the Company.

          (b)  For six years after the Effective Time, the Company
shall maintain in effect the directors' and officers' liability (and
fiduciary) insurance policies currently maintained by FPL and Entergy
covering acts or omissions occurring prior to the Effective Time with
respect to those persons who are currently covered by FPL's and
Entergy's respective directors' and officers' liability insurance
policies on terms with respect to such coverage and in amounts no
less favorable than those set forth in the relevant policy in effect
on the date of this Agreement.  If such insurance coverage cannot be
maintained, the Company shall maintain the most advantageous policies
of directors' and officers' insurance otherwise obtainable.

          (c)  The provisions of Section 5.08(a) (i) are intended to
be for the benefit of, and will be enforceable by, each indemnified
party, his or her heirs and his or her representatives and (ii) are
in addition to, and not in substitution for, any other rights to
indemnification or contribution that any such person may have by
contract or otherwise.

          SECTION 5.09.  Fees and Expenses.  (a)  Except as provided
in this Section 5.09, all fees and expenses incurred in connection
with the Mergers, this Agreement and the transactions contemplated by
this Agreement shall be paid by the party incurring such fees or
expenses, whether or not the Mergers are consummated, except that
each of FPL and Entergy shall bear and pay one-half of the costs and
expenses incurred in connection with (1) the filing, printing and
mailing of the Form S-4 and the Joint Proxy Statement (including SEC
filing fees) and (2) the filings of the premerger notification and
report forms under the HSR Act (including filing fees).  The Company
shall file any return with respect to, and shall pay, any state or
local taxes (including any penalties or interest with respect
thereto), if any, that are attributable to (i) the transfer of the
beneficial ownership of FPL's or Entergy's real property and (ii) the
transfer of FPL Common Stock or Entergy Common Stock pursuant to this
Agreement as a result of the Mergers.  FPL and Entergy shall
cooperate with the Company in the filing of such returns, including
supplying any information that is reasonably necessary to complete
such returns.

          (b)  In the event that (i) following the FPL Shareholder
Approval, an FPL Takeover Proposal shall have been made known to FPL
or any of its subsidiaries or shall have been made directly to FPL's
shareholders or any person shall have publicly announced an intention
(whether or not conditional) to make an FPL Takeover Proposal and
thereafter this Agreement is terminated by either FPL or Entergy
pursuant to Section 7.01(b)(i), (ii) prior to or during the FPL
Shareholders Meeting (or any subsequent meeting of FPL shareholders
at which it is proposed that the FPL Merger be approved), an FPL
Takeover Proposal shall have been publicly disclosed or any person
shall have publicly announced an intention (whether or not
conditional) to make an FPL Takeover Proposal and thereafter this
Agreement is terminated by either FPL or Entergy pursuant to Section
7.01(b)(iii), (iii) this Agreement is terminated by FPL pursuant to
Section 7.01(d) or (iv) this Agreement is terminated by Entergy
pursuant to Section 7.01(j)(i) or (iii), then FPL shall immediately
pay Entergy a fee equal to $215,000,000 (the "Termination Fee"),
payable by wire transfer of same day funds; provided, however, that
no Termination Fee shall be payable to Entergy (x) pursuant to clause
(i) of this paragraph (b) unless and until within 12 months of such
termination FPL or any of its subsidiaries enters into any FPL
Acquisition Agreement or consummates any FPL Takeover Proposal, in
either case with the person (or an affiliate of such person) that
made the FPL Takeover Proposal referred to in clause (i) of this
paragraph (b), or (y) pursuant to clause (ii) of this paragraph (b)
unless and until within 24 months of such termination FPL or any of
its subsidiaries enters into any FPL Acquisition Agreement or
consummates any FPL Takeover Proposal (for the purposes of the
foregoing proviso the terms "FPL Acquisition Agreement" and "FPL
Takeover Proposal" shall have the meanings assigned to such terms in
Section 4.03 except that the references to "20%" in the definition of
"FPL Takeover Proposal" in Section 4.03(a) shall be deemed to be
references to "35%"), in which event the Termination Fee shall be
immediately payable upon the first to occur of such events.

          (c)  In the event that (i) following the Entergy
Shareholder Approval, an Entergy Takeover Proposal shall have been
made known to Entergy or any of its subsidiaries or shall have been
made directly to Entergy's shareholders generally or any person shall
have publicly announced an intention (whether or not conditional) to
make an Entergy Takeover Proposal and thereafter this Agreement is
terminated by either FPL or Entergy pursuant to Section 7.01(b)(i),
(ii) prior to or during the Entergy Shareholders Meeting (or any
subsequent meeting of Entergy shareholders at which it is proposed
that the Entergy Merger be approved), an Entergy Takeover Proposal
shall have been publicly disclosed or any person shall have publicly
announced an intention (whether or not conditional) to make an
Entergy Takeover Proposal and thereafter this Agreement is terminated
by either FPL or Entergy pursuant to Section 7.01(b)(ii), (iii) this
Agreement is terminated by Entergy pursuant to Section 7.01(g) or
(iv) this Agreement is terminated by FPL pursuant to Section
7.01(i)(i) or (iii), then Entergy shall immediately pay FPL the
Termination Fee, payable by wire transfer of same day funds;
provided, however, that no Termination Fee shall be payable to FPL
(x) pursuant to clause (i) of this paragraph (b) unless and until
within 12 months of such termination Entergy or any of its
subsidiaries enters into any Entergy Acquisition Agreement or
consummates any Entergy Takeover Proposal, in either case with the
person (or an affiliate of such person) that made the Entergy
Takeover Proposal referred to in clause (i) of this paragraph (c), or
(y) pursuant to clause (ii) of this paragraph (c) unless and until
within 24 months of such termination Entergy or any of its
subsidiaries enters into any Entergy Acquisition Agreement or
consummates any Entergy Takeover Proposal (for the purposes of the
foregoing proviso the terms "Entergy Acquisition Agreement" and
"Entergy Takeover Proposal" shall have the meanings assigned to such
terms in Section 4.04 except that the references to "20%" in the
definition of "Entergy Takeover Proposal" in Section 4.04(a) shall be
deemed to be references to "35%"), in which event the Termination Fee
shall be immediately payable upon the first to occur of such events.

          (d)  If this Agreement is terminated by FPL or Entergy
pursuant to Section 7.01(b)(i) (after an FPL Takeover Proposal shall
have been made known to FPL or any of its subsidiaries or has been
made directly to FPL's shareholders or any person shall have publicly
announced an intention (whether or not conditional) to make an FPL
Takeover Proposal) or Section 7.01(b)(iii) (after the public
disclosure of an FPL Takeover Proposal or the announcement by any
person of the intention whether or not conditional) to make an FPL
Takeover Proposal), by Entergy pursuant to Section 7.01(j)(i) or
(iii) or by FPL pursuant to Section 7.01(d), FPL shall reimburse
Entergy promptly upon demand, but in no event later than three
business days after the date of such demand, by wire transfer of same
day funds, for all fees and expenses, incurred or paid by or on
behalf of, Entergy in connection with the Mergers or the transactions
contemplated by this Agreement, including all fees and expenses of
counsel, investment banking firms, accountants, experts and
consultants to Entergy; provided, however, that FPL shall not be
obligated to make payments pursuant to this Section 5.09(d) in excess
of $25,000,000 in the aggregate.

          (e)  If this Agreement is terminated by FPL or Entergy
pursuant to Section 7.01(b)(i) (after an Entergy Takeover Proposal
shall have been made known to Entergy or any of its subsidiaries or
has been made directly to Entergy's shareholders or any person shall
have publicly announced an intention (whether or not conditional) to
make an Entergy Takeover Proposal) or Section 7.01(b)(ii) (after the
public disclosure of an Entergy Takeover Proposal or the announcement
by any person of the intention (whether or not conditional) to make
an Entergy Takeover Proposal), by FPL pursuant to Section 7.01(i)(i)
or (iii) or by Entergy pursuant to Section 7.01(g), Entergy shall
reimburse FPL promptly upon demand, but in no event later than three
business days after the date of such demand, by wire transfer of same
day funds, for all fees and expenses incurred, or paid by or on
behalf of, FPL in connection with the Mergers or the transactions
contemplated by this Agreement, including all fees and expenses of
counsel, investment banking firms, accountants, experts and
consultants to FPL; provided, however, that Entergy shall not be
obligated to make payments pursuant to this Section 5.09(e) in excess
of $25,000,000 in the aggregate.

          (f)  FPL acknowledges that the agreements contained in
Sections 5.09(b) and 5.09(d) are an integral part of the transactions
contemplated by this Agreement, and that, without these agreements,
Entergy would not enter into this Agreement; accordingly, if FPL
fails promptly to pay the amount due pursuant to Section 5.09(b) or
5.09(d), and, in order to obtain such payment, Entergy commences a
suit that results in a judgment against FPL for the fees set forth in
Section 5.09(b) or 5.09(d), FPL shall pay to Entergy its costs and
expenses (including attorneys' fees and expenses) in connection with
such suit, together with interest on the amount of the fee at the
prime rate of Citibank N.A. in effect on the date such payment was
required to be made.

          (g)  Entergy acknowledges that the agreements contained in
Sections 5.09(c) and 5.09(e) are an integral part of the transactions
contemplated by this Agreement, and that, without these agreements,
FPL would not enter into this Agreement; accordingly, if Entergy
fails promptly to pay the amount due pursuant to Section 5.09(c) or
5.09(e), and, in order to obtain such payment, FPL commences a suit
that results in a judgment against Entergy for the fees set forth in
Section 5.09(c) or 5.09(e), Entergy shall pay to FPL its costs and
expenses (including attorneys' fees and expenses) in connection with
such suit, together with interest on the amount of the fee at the
prime rate of Citibank N.A. in effect on the date such payment was
required to be made.

          SECTION 5.10.  Public Announcements.  FPL and Entergy will
consult with each other before issuing, and provide each other the
reasonable opportunity to review, comment upon and concur with, any
press release or other public statements with respect to the
transactions contemplated by this Agreement, including the Mergers,
and shall not issue any such press release or make any such public
statement prior to such consultation, except as any party, after
consultation with counsel, may determine is required by applicable
law.

          SECTION 5.11.  Affiliates.  As soon as practicable after
the date of this Agreement, FPL shall deliver to Entergy, and Entergy
shall deliver to FPL, a letter identifying all persons who are, at
the time this Agreement is submitted for adoption by the respective
shareholders of Entergy and FPL, "affiliates" of FPL or Entergy, as
the case may be, for purposes of Rule 145 under the Securities Act.
FPL and Entergy shall use their respective reasonable best efforts to
cause each such person to deliver to the Company as of the Closing
Date, a written agreement substantially in the form attached as
Exhibit D hereto.

          SECTION 5.12.  NYSE Listing.  The Company shall use its
reasonable best efforts to cause the shares of Company Common Stock
issuable to FPL's shareholders and Entergy's shareholders as
contemplated by this Agreement to be approved for listing on the
NYSE, subject to official notice of issuance, as promptly as
practicable after the date of this Agreement, and in any event prior
to the Closing Date.

          SECTION 5.13.  Shareholder Litigation.  Each of FPL and
Entergy shall give the other the reasonable opportunity to consult
concerning the defense of any shareholder litigation against FPL or
Entergy, as applicable, or any of their respective directors relating
to the transactions contemplated by this Agreement.

          SECTION 5.14.  Tax Treatment.  Each of FPL and Entergy
shall not, and shall not permit any of their respective subsidiaries
to, voluntarily take any action, or fail to take any action, that
would, or would reasonably be expected to, result in (i) the
inability of either of the Mergers to constitute a tax-free
transaction governed by Section 351 of the Code or (ii) the inability
of FPL or Entergy to obtain the opinions of counsel referred to in
Sections 6.02(c) and 6.03(c).

          SECTION 5.15.  Common Stock Repurchases.   FPL shall use
commercially reasonable efforts to purchase prior to the Closing at
prevailing market prices to the extent possible shares of FPL Common
Stock for an aggregate consideration of $570,000,000 (which amount
includes amounts remaining from FPL's common stock repurchase program
announced prior to the date of this Agreement), and Entergy shall use
commercially reasonable efforts to purchase prior to the Closing at
prevailing market prices to the extent possible shares of Entergy
Common Stock for an aggregate consideration of $430,000,000 (which
amount includes amounts remaining from Entergy's common stock
repurchase program announced prior to the date of this Agreement).
Notwithstanding the foregoing, FPL or Entergy, as applicable, shall
not be required to make any such purchases to the extent that (after
considering factors including (i) the performance of the FPL Common
Stock or the Entergy Common Stock, as applicable, in relation to the
Standard & Poor's Electric Utility Index, (ii) whether such purchases
are consistent with establishing with Standard & Poor's Corporation a
BBB+ credit rating for the Company and maintaining with Standard &
Poor's Corporation satisfactory credit ratings for FPL and its
subsidiaries or Entergy and its subsidiaries, as applicable, (iii)
the likelihood of the Closing occurring, (iv) whether such purchases
would allow adequate resources to fund capital expenditures and (v)
whether such purchases would be consistent with applicable law) FPL
or Entergy, as applicable, reasonably determines that it would be
imprudent to make such repurchases.  FPL and Entergy shall consult on
a regular basis concerning the purchases described in the first
sentence of this Section 5.15 and cooperate in connection therewith.
Neither FPL nor Entergy shall purchase shares pursuant to this
Section 5.15 if it is reasonably likely that such purchases would
result in the failure of the closing conditions set forth in Sections
6.02(c) and 6.03(c) or the failure of the Mergers and the other
transactions contemplated hereby to be treated as a "purchase" of
Entergy by FPL under GAAP.

          SECTION 5.16.  Standstill Agreements; Confidentiality
Agreements.  During the period from the date of this Agreement
through the Effective Time, neither FPL nor Entergy shall terminate,
amend, modify or waive any provision of any confidentiality or
standstill agreement to which it or any of its respective
subsidiaries is a party unless required by applicable law.  During
such period, FPL or Entergy, as the case may be, shall enforce, to
the fullest extent permitted under applicable law, the provisions of
any such agreement, including by obtaining injunctions to prevent any
breaches of such agreements and to enforce specifically the terms and
provisions thereof.


                         ARTICLE VI

                    Conditions Precedent

          SECTION 6.01.  Conditions to Each Party's Obligation To
Effect the Mergers.  The respective obligation of each party to
effect the Mergers is subject to the satisfaction or waiver on or
prior to the Closing Date of the following conditions:

          (a)  Shareholder Approvals.  Each of the Entergy
     Shareholder Approval and the FPL Shareholder Approval shall have
     been obtained.

          (b)  No Injunctions or Restraints.  No (i) temporary
     restraining order or preliminary or permanent injunction or
     other order by any Federal or state court of competent
     jurisdiction preventing consummation of either of the Mergers or
     (ii) applicable Federal or state law prohibiting consummation of
     either of the Mergers (collectively, "Restraints") shall be in
     effect.

          (c)  Form S-4.  The Form S-4 shall have become effective
     under the Securities Act and shall not be the subject of any
     stop order or proceedings seeking a stop order.

          (d)  NYSE Listing.  The shares of Company Common Stock
     issuable to FPL's shareholders and Entergy's shareholders as
     contemplated by this Agreement shall have been approved for
     listing on the NYSE, subject to official notice of issuance.

          SECTION 6.02.  Conditions to Obligations of FPL.  The
obligation of FPL to effect the FPL Merger is further subject to
satisfaction or waiver of the following conditions:

          (a)  Representations and Warranties.  The representations
     and warranties of Entergy set forth herein shall be true and
     correct both when made and at and as of the Closing Date, as if
     made at and as of such time (except to the extent expressly made
     as of an earlier date, in which case as of such date), except
     where the failure of such representations and warranties to be
     so true and correct (without giving effect to any limitation as
     to "materiality" or "material adverse effect" set forth therein)
     does not have, and could not reasonably be expected to have,
     individually or in the aggregate, a material adverse effect on
     Entergy.

          (b)  Performance of Obligations of Entergy.  Entergy shall
     have performed in all material respects all obligations required
     to be performed by it under this Agreement at or prior to the
     Closing Date.

          (c)  Tax Opinion.  FPL shall have received from Cravath,
     Swaine & Moore, counsel to FPL, on the Closing Date, its opinion
     dated as of such date or no more than two days prior thereto,
     stating that the FPL Merger will be treated for Federal income
     tax purposes as a tax-free transaction governed by  Section 351
     of the Code.  In rendering such opinion, counsel for FPL shall
     be entitled to rely upon representations of officers of FPL and
     Entergy substantially in the form set forth in Section 6.02(c)
     of the Entergy Disclosure Letter.

          (d)  Statutory Approvals.  The FPL Required Statutory
     Approvals and the Entergy Required Statutory Approvals shall
     have been obtained (including, in each case, the expiration or
     termination of the waiting periods (and any extensions thereof)
     under the HSR Act applicable to the Mergers and the transactions
     contemplated by this Agreement) at or prior to the Effective
     Time, such approvals shall have become Final Orders (as defined
     below) and such Final Orders shall not impose terms or
     conditions that, individually or in the aggregate, could
     reasonably be expected to have a material adverse effect on (i)
     the Company and its prospective subsidiaries taken as a whole or
     (ii) Entergy and its subsidiaries taken as a whole.  A "Final
     Order" means action by the relevant Governmental Authority that
     has not been reversed, stayed, enjoined, set aside, annulled or
     suspended, with respect to which any waiting period prescribed
     by law before the transactions contemplated hereby may be
     consummated has expired, and as to which all conditions to the
     consummation of such transactions prescribed by law, regulation
     or order have been satisfied.

          (e)  No Material Adverse Effect.  Except as disclosed in
     the Entergy SEC Reports filed prior to the date of this
     Agreement or Section 3.02(f) of the Entergy Disclosure Letter,
     since December 31, 1999, there shall not have been any change,
     event or development that, individually or in the aggregate, has
     had or could reasonably be expected to have a material adverse
     effect on Entergy.

          (f)  Closing Certificates.  FPL shall have received a
     certificate signed by an executive officer of Entergy, dated the
     Effective Time, to the effect that, to such officer's knowledge,
     the conditions set forth in Sections 6.02(a), 6.02(b) and
     6.02(e) have been satisfied.

          SECTION 6.03.  Conditions to Obligations of Entergy.  The
obligation of Entergy to effect the Entergy Merger is further subject
to satisfaction or waiver of the following conditions:

          (a)  Representations and Warranties.  The representations
     and warranties of FPL set forth herein shall be true and correct
     both when made and at and as of the Closing Date, as if made at
     and as of such time (except to the extent expressly made as of
     an earlier date, in which case as of such date), except where
     the failure of such representations and warranties to be so true
     and correct (without giving effect to any limitation as to
     "materiality" or "material adverse effect" set forth therein)
     does not have, and could not reasonably be expected to have,
     individually or in the aggregate, a material adverse effect on
     FPL.

          (b)  Performance of Obligations of FPL.  FPL shall have
     performed in all material respects all obligations required to
     be performed by it under this Agreement at or prior to the
     Closing Date.

          (c)  Tax Opinion.  Entergy shall have received from
     Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Entergy, on
     the Closing Date, its opinion, dated as of such date or no more
     than two days prior thereto, stating that the Entergy Merger
     will be treated for Federal income tax purposes as a tax-free
     transaction governed by Section 351 of the Code.  In rendering
     such opinion, counsel for Entergy shall be entitled to rely upon
     representations of officers of FPL and Entergy substantially in
     the form set forth in Section 6.02(c) of the Entergy Disclosure
     Letter.

          (d)  Statutory Approvals.  The FPL Required Statutory
     Approvals and the Entergy Required Statutory Approvals shall
     have been obtained (including, in each case, the expiration or
     termination of the waiting periods (and any extensions thereof)
     under the HSR Act applicable to the Mergers and the transactions
     contemplated by this Agreement) at or prior to the Effective
     Time, such approvals shall have become Final Orders and such
     Final Orders shall not impose terms or conditions that,
     individually or in the aggregate, could reasonably be expected
     to have a material adverse effect on (i) the Company and its
     prospective subsidiaries taken as a whole or (ii) FPL and its
     subsidiaries taken as a whole.

          (e)  No Material Adverse Effect.  Except as disclosed in
     the FPL SEC Reports filed prior to the date of this Agreement or
     Section 3.01(f) of the FPL Disclosure Letter, since December 31,
     1999, there shall not have been any change, event or development
     that, individually or in the aggregate, has had or could
     reasonably be expected to have a material adverse effect on FPL.

          (f)  Closing Certificates.  Entergy shall have received a
     certificate signed by an executive officer of FPL, dated the
     Effective Time, to the effect that, to such officer's knowledge,
     the conditions set forth in Sections 6.03(a), 6.03(b) and
     6.03(e) have been satisfied.

          SECTION 6.04.  Frustration of Closing Conditions.  Neither
FPL nor Entergy may rely on the failure of any condition set forth in
Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if
such failure was caused by such party's failure to use reasonable
best efforts to consummate the Mergers and the other transactions
contemplated by this Agreement, to the extent required by and subject
to Section 5.05.


                        ARTICLE VII

             Termination, Amendment and Waiver

          SECTION 7.01.  Termination.  This Agreement may be
terminated at any time prior to the Effective Time, whether before or
(other than pursuant to clauses (d) and (g) below) after the Entergy
Shareholder Approval or the FPL Shareholder Approval:

          (a) by mutual written consent of FPL and Entergy;

          (b) by either FPL or Entergy:

               (i) if the Mergers shall not have been consummated by
          April 30, 2002 (the "Initial Termination Date"); provided,
          however, that the right to terminate this Agreement
          pursuant to this Section 7.01(b)(i) shall not be available
          to any party whose failure to perform any of its
          obligations under this Agreement results in the failure of
          the Mergers to be consummated by such time; and provided,
          further, that, if on the Initial Termination Date the
          conditions to the Closing set forth in Sections 6.02(d)
          and/or 6.03(d) shall not have been fulfilled but all other
          conditions to the Closing shall have been fulfilled or
          shall be capable of being fulfilled, then the Initial
          Termination Date shall be extended to October 31, 2002;

               (ii) if the Entergy Shareholder Approval shall not
          have been obtained at an Entergy Shareholders Meeting duly
          convened therefor or at any adjournment or postponement
          thereof;

                    (iii) if the FPL Shareholder Approval shall not
          have been obtained at an FPL Shareholders Meeting duly
          convened therefor or at any adjournment or postponement
          thereof;

               (iv) if any Restraint having any of the effects set
          forth in Section 6.01(b) shall be in effect and shall have
          become final and nonappealable; provided that the party
          seeking to terminate this Agreement pursuant to this
          Section 7.01(b)(iv) shall have used its reasonable best
          efforts to prevent the entry of and to remove such
          Restraint; or

               (v) if any condition to the obligation of such party
          to consummate the FPL Merger or the Entergy Merger, as
          applicable, set forth in Section 6.02 (in the case of FPL)
          or in Section 6.03 (in the case of Entergy) becomes
          incapable of satisfaction prior to the Initial Termination
          Date (or, if the Initial Termination Date is extended in
          accordance with the second proviso to Section 7.01(b)(i),
          such date as extended); provided, however, in the case of
          Section 6.02(d) and 6.03(d), the Initial Termination Date
          shall refer to such date as it may be extended pursuant to
          the second proviso to Section 7.01(b)(i); and provided
          further, that the failure of any such condition to be
          capable of satisfaction is not the result of a material
          breach of this Agreement by the party seeking to terminate
          this Agreement.

          (c) by FPL, if Entergy shall have breached or failed to
     perform in any material respect any of its representations,
     warranties, covenants or other agreements contained in this
     Agreement, which breach or failure to perform (A) would give
     rise to the failure of a condition set forth in Section 6.02(a)
     or (b), and (B) is incapable of being cured by Entergy or is not
     cured by Entergy within 30 days following receipt of written
     notice from FPL of such breach or failure to perform;

          (d) by FPL in accordance with Section 4.03(b); provided
     that, in order for the termination of this Agreement pursuant to
     this paragraph (d) to be deemed effective, FPL shall have
     complied with Section 4.03 and with applicable requirements,
     including the payment of the Termination Fee, of Section 5.09;

          (e) by FPL, if Entergy or any of its directors or officers
     shall participate in discussions or negotiations in breach
     (other than in immaterial respects) of Section 4.04;

          (f) by Entergy, if FPL shall have breached or failed to
     perform in any material respect any of its representations,
     warranties, covenants or other agreements contained in this
     Agreement, which breach or failure to perform (A) would give
     rise to the failure of a condition set forth in Section 6.03(a)
     or (b), and (B) is incapable of being cured by FPL or is not
     cured by FPL within 30 days following receipt of written notice
     from Entergy of such breach or failure to perform;

          (g) by Entergy in accordance with Section 4.04(b); provided
     that, in order for the termination of this Agreement pursuant to
     this paragraph (g) to be deemed effective, Entergy shall have
     complied with Section 4.04 and with applicable requirements,
     including the payment of the Termination Fee, of Section 5.09;

          (h) by Entergy, if FPL or any of its directors or officers
     shall participate in discussions or negotiations in breach
     (other than in immaterial respects) of Section 4.03;

          (i) by FPL, if the Board of Directors of Entergy (or any
     committee thereof) (i) shall have withdrawn or modified, or
     proposed publicly to withdraw or modify, the approval or
     recommendation by such Board of Directors of this Agreement or
     the Entergy Merger, (ii) shall fail to reaffirm such approval or
     recommendation within 10 business days of receipt of FPL's
     written request at any time when an Entergy Takeover Proposal
     shall have been made and not rejected by the Board of Directors
     of Entergy or (iii) shall have approved or recommended, or
     proposed to approve or recommend, an Entergy Takeover Proposal;
     or

          (j) by Entergy, if the Board of Directors of FPL (or any
     committee thereof) (i) shall have withdrawn or modified, or
     proposed publicly to withdraw or modify, the approval or
     recommendation by such Board of Directors of this Agreement or
     the FPL Merger, (ii) shall fail to reaffirm such approval or
     recommendation within 10 business days of receipt of Entergy's
     written request at any time when an FPL Takeover Proposal shall
     have been made and not rejected by the Board of Directors of FPL
     or (iii) shall have approved or recommended, or proposed to
     approve or recommend, an FPL Takeover Proposal.

          SECTION 7.02.  Effect of Termination.  In the event of
termination of this Agreement by either Entergy or FPL as provided in
Section 7.01, this Agreement shall forthwith become null and void and
have no effect, without any liability or obligation on the part of
FPL or Entergy, other than the provisions of Section 5.09, this
Section 7.02 and Article VIII, which provisions survive such
termination, and except to the extent that such termination results
from the willful and material breach by a party of any of its
representations, warranties, covenants or agreements set forth in
this Agreement, in which case such termination shall not relieve any
party of any liability or damages resulting from its willful and
material breach of this Agreement (including any such case in which a
Termination Fee is, or any expenses of FPL or Entergy in connection
with the transactions contemplated by this Agreement are, payable
pursuant to Section 5.09 to FPL or Entergy, as the case may be (the
"Injured Party"), to the extent any such liability or damage suffered
by the Injured Party exceeds the amount of the Termination Fee and
any expenses payable pursuant to Section 5.09 to the Injured Party).

          SECTION 7.03.  Amendment.  This Agreement may be amended by
the parties at any time before or after the FPL Shareholder Approval
or the Entergy Shareholder Approval; provided, however, that after
any such approval, there shall not be made any amendment that by law
requires further approval by the shareholders of FPL or Entergy
without the further approval of such shareholders.  This Agreement
may not be amended except by an instrument in writing signed on
behalf of each of the parties.

          SECTION 7.04.  Extension; Waiver.  At any time prior to the
Effective Time, a party may (a) extend the time for the performance
of any of the obligations or other acts of the other parties, (b)
waive any inaccuracies in the representations and warranties of the
other parties contained in this Agreement or in any document
delivered pursuant to this Agreement or (c) subject to the proviso of
Section 7.03, waive compliance by the other parties with any of the
agreements or conditions contained in this Agreement.  Any agreement
on the part of a party to any such extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of
such party.  The failure of any party to this Agreement to assert any
of its rights under this Agreement or otherwise shall not constitute
a waiver of such rights.

          SECTION 7.05.  Procedure for Termination, Amendment,
Extension or Waiver.  A termination of this Agreement pursuant to
Section 7.01, an amendment of this Agreement pursuant to Section 7.03
or an extension or material waiver pursuant to Section 7.04 shall, in
order to be effective, require, in the case of FPL or Entergy, action
by its Board of Directors or, with respect to any amendment to this
Agreement, the duly authorized committee of its Board of Directors to
the extent permitted by law.


                        ARTICLE VIII

                     General Provisions

          SECTION 8.01.  Nonsurvival of Representations and
Warranties.  None of the representations and warranties in this
Agreement or in any instrument delivered pursuant to this Agreement
shall survive the Effective Time.  This Section 8.01 shall not limit
any covenant or agreement of the parties that by its terms
contemplates performance after the Effective Time.

          SECTION 8.02.  Notices.  All notices, requests, claims,
demands and other communications under this Agreement shall be in
writing and shall be deemed given (as of the time of delivery or, in
the case of a telecopied communication, of confirmation) if delivered
personally, telecopied (which is confirmed) or sent by overnight
courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified
by like notice):

          (a) if to FPL, to

               FPL Group, Inc.
               700 Universe Boulevard
               Juno Beach, Florida 33408

               Telecopy No.: (561) 691-7177

               Attention: Dennis P. Coyle

               with a copy to:

               Cravath, Swaine & Moore
               825 Eighth Avenue
               New York, New York 10019

               Telecopy No.:  (212) 474-3700

               Attention:  George W. Bilicic, Jr.

          (b) if to Entergy, to

               Entergy Corporation
               639 Loyola Avenue
               New Orleans, Louisiana 70113

               Telecopy No.: (504) 576-2977

               Attention:  Michael G. Thompson

               with a copy to:

               Skadden, Arps, Slate, Meagher & Flom LLP
               4 Times Square
               New York, New York 10036

               Telecopy No.: (212) 735-2000

               Attention: Sheldon S. Adler


          SECTION 8.03.  Definitions.  For purposes of this
Agreement:

          (a) an "affiliate" of any person means another person that
     directly or indirectly, through one or more intermediaries,
     controls, is controlled by, or is under common control with,
     such first person, where "control" means the possession,
     directly or indirectly, of the power to direct or cause the
     direction of the management policies of a person, whether
     through the ownership of voting securities, by contract, as
     trustee or executor, or otherwise;

          (b) "material adverse change" or "material adverse effect"
     means, when used in connection with FPL, Entergy or the Company,
     any change, effect, event, occurrence or state of facts (i) that
     is materially adverse to the business, assets, properties,
     financial condition or results of operations of such person and
     its subsidiaries taken as a whole or (ii) that prevents such
     person from performing its material obligations under this
     Agreement or prevents consummation of the transactions
     contemplated hereby;

          (c) "person" means an individual, corporation, partnership,
     limited liability company, joint venture, association, trust,
     unincorporated organization or other entity; and

          (d) "subsidiary" means, with respect to any person, any
     other person, whether incorporated or unincorporated, of which
     more than 50% of either the equity interests in, or the voting
     control of, such other person is, directly or indirectly through
     subsidiaries or otherwise, beneficially owned by such first
     person.

          SECTION 8.04.  Interpretation.  When a reference is made in
this Agreement to an Article, Section or Exhibit, such reference
shall be to an Article or Section of, or an Exhibit to, this
Agreement unless otherwise indicated.  The table of contents and
headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.  Whenever the words "include", "includes" or "including"
are used in this Agreement, they shall be deemed to be followed by
the words "without limitation".  The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.  All terms defined in this Agreement
shall have the defined meanings when used in any certificate or other
document made or delivered pursuant hereto unless otherwise defined
therein.  The definitions contained in this Agreement are applicable
to the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such term.
Any agreement, instrument or statute defined or referred to herein or
in any agreement or instrument that is referred to herein means such
agreement, instrument or statute as from time to time amended,
modified or supplemented, including (in the case of agreements or
instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and references to all
attachments thereto and instruments incorporated therein.  References
to a person are also to its permitted successors and assigns.

          SECTION 8.05.  Counterparts.  This Agreement may be
executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each party and delivered
to the other parties.

          SECTION 8.06.  Entire Agreement; No Third-Party
Beneficiaries.  This Agreement (including the documents and
instruments referred to herein) and the Confidentiality Agreement
(except for Section 7 thereof) (i) constitute the entire agreement,
and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter of
this Agreement (including Section 7 of the Confidentiality Agreement)
and (ii) except for the provisions of Section 5.08, are not intended
to confer upon any person other than the parties any rights or
remedies.

          SECTION 8.07.  Governing Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State
of New York, regardless of the laws that might otherwise govern under
applicable principles of conflict of laws.

          SECTION 8.08.  Assignment.  Neither this Agreement nor any
of the rights, interests or obligations under this Agreement shall be
assigned, in whole or in part, by operation of law or otherwise by
any of the parties hereto without the prior written consent of the
other party.  Any attempted or purported assignment in violation of
the preceding sentence shall be null and void and of no effect
whatsoever.  Subject to the preceding two sentences, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable
by, the parties and their respective successors and assigns.

          SECTION 8.09.  Enforcement.  The parties agree that
irreparable damage would occur and that the parties would not have
any adequate remedy at law in the event that any of the provisions of
this Agreement were not performed in accordance with their specific
terms or were otherwise breached.  It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement in the Federal court located in the
Borough of Manhattan in The City of New York, or if such court does
not have jurisdiction, in any New York state court, this being in
addition to any other remedy to which they are entitled at law or in
equity.  In addition, each of the parties hereto (a) consents to
submit itself to the personal jurisdiction of the Federal court
located in the Borough of Manhattan in The City of New York, or if
such court does not have jurisdiction, in any New York state court in
the event any dispute arises out of this Agreement or any of the
transactions contemplated by this Agreement, (b) agrees that it will
not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court and (c) agrees that it
will not bring any action relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than a
Federal court sitting in the Borough of Manhattan in The City of New
York, or if such court does not have jurisdiction, in any New York
state court.

          SECTION 8.10.  Severability.  If any term or other
provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full
force and effect.  Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as
possible to the fullest extent permitted by applicable law in an
acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.

          SECTION 8.11.  Waiver of Jury Trial.  Each party to this
Agreement waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in
respect of any action, suit or proceeding arising out of or relating
to this Agreement.


          IN WITNESS WHEREOF, FPL Group, Inc., Entergy Corporation,
the Company, Merger Sub A and Merger Sub B have caused this Agreement
to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.


FPL GROUP, INC.,

   by
      /s/ James L. Broadhead
      Name:   James L. Broadhead
      Title:  Chairman and Chief
              Executive Officer


ENTERGY CORPORATION,

   by
      /s/ J. Wayne Leonard
      Name:   J. Wayne Leonard
      Title:  Chief Executive
              Officer


WCB HOLDING CORP.,

   by
      /s/ Dennis P. Coyle
      Name:   Dennis P. Coyle
      Title:  Vice President and
              Secretary


RANGER ACQUISITION CORP.,

   by
      /s/ Dennis P. Coyle
      Name:   Dennis P. Coyle
      Title:  Vice President and
              Secretary


RING ACQUISITION CORP.,

   by
      /s/ J. Wayne Leonard
      Name:   J. Wayne Leonard
      Title:  President


<PAGE>

                                                            EXHIBIT A
                                              TO THE MERGER AGREEMENT



             FORM OF CERTIFICATE OF INCORPORATION OF THE
                  COMPANY AS OF THE EFFECTIVE TIME

                RESTATED CERTIFICATE OF INCORPORATION

                                 OF

                          [              ]

          [            ], a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY AS FOLLOWS:

          1.  The name of the corporation is [               ] and
the name under which the corporation was originally incorporated is
WCB Holding Corp.  The original Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on July
25, 2000.

          2.  This Restated Certificate of Incorporation, having been
duly adopted in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware (the "DGCL") and by the
unanimous written consent of the stockholders of the Corporation in
accordance with Section 228 of the DGCL, restates and integrates and
further amends the provisions of the Certificate of Incorporation as
amended or supplemented heretofore.  As so restated and integrated
and further amended, the Restated Certificate of Incorporation
(hereinafter, this "Certificate of Incorporation") reads as follows:


                            ARTICLE FIRST

                                Name

          The name of the corporation is [            ].


                           ARTICLE SECOND

                          Registered Office

          The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, City of Wilmington,
County of New Castle.  The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.


                            ARTICLE THIRD

                               Purpose

          The purpose for which the Corporation is organized is the
transaction of any or all lawful business for which corporations may
be incorporated under the DGCL.


                           ARTICLE FOURTH

                            Capital Stock

          (a)  The aggregate number of shares of stock that the
Corporation shall have authority to issue is ! shares, consisting of
! shares of Common Stock, par value $.01 per share (the "Common
Stock"), and ! shares of Preferred Stock, par value $.01 per share
(the "Preferred Stock").

          (b)  The Board of Directors of the Corporation shall have
the full authority permitted by law, at any time and from time to
time, to divide the authorized and unissued shares of Preferred Stock
into series and, with respect to each such series, to determine by
resolution or resolutions the number of shares constituting such
series and the designation of such series, the voting powers, if any,
of the shares of such series, and the preferences and relative,
participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of
any such series of Preferred Stock to the full extent now or
hereafter permitted by the law of the State of Delaware.  The powers,
preferences and relative, participating, optional and other special
rights of each series of Preferred Stock and the qualifications,
limitations or restrictions thereof, if any, may differ from those of
any and all other series at any time outstanding.

          (c)  Subject to applicable law and the rights, if any, of
the holders of any series of Preferred Stock or any class or series
of stock having a preference over or the right to participate with
the Common Stock with respect to the payment of dividends, dividends
may be declared and paid on the Common Stock at such times and in
such amounts as the Board of Directors of the Corporation in its
discretion shall determine.  Nothing in this ARTICLE FOURTH shall
limit the power of the Board of Directors to create a series of
Preferred Stock with dividends the rate of which is calculated by
reference to, and the payment of which is concurrent with, dividends
on shares of Common Stock.

          (d)  In the event of the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, subject to
the rights of the holders of any series of the Preferred Stock, the
net assets of the Corporation available for distribution to
stockholders of the Corporation shall be distributed pro rata to the
holders of the Common Stock in accordance with their respective
rights and interests.  If the assets of the Corporation are not
sufficient to pay the amounts, if any, owing to holders of shares of
Preferred Stock in full, holders of all shares of Preferred Stock
will participate in the distribution of assets ratably in proportion
to the full amounts to which they are entitled or in such order or
priority, if any, as will have been fixed in the resolution or
resolutions providing for the issue of the series of Preferred Stock.
Neither the merger or consolidation of the Corporation into or with
any other corporation, nor a sale, transfer or lease of all or part
of its assets, will be deemed a liquidation, dissolution or winding
up of the Corporation within the meaning of this paragraph except to
the extent specifically provided for herein.  Nothing in this ARTICLE
FOURTH shall limit the power of the Board of Directors to create a
series of Preferred Stock for which the amount to be distributed upon
any liquidation, dissolution or winding up of the Corporation is
calculated by reference to, and the payment of which is concurrent
with, the amount to be distributed to the holders of shares of Common
Stock.

          (e)  Except as otherwise required by law, as otherwise
provided herein or as otherwise determined by the Board of Directors
as to the shares of any series of Preferred Stock, the holders of
Preferred Stock shall have no voting rights and shall not be entitled
to any notice of meetings of stockholders.

          (f)  Except as otherwise required by law and subject to the
rights of the holders of any series of Preferred Stock, with respect
to all matters upon which stockholders are entitled to vote or to
which stockholders are entitled to give consent, the holders of any
outstanding shares of Common Stock shall vote together as a class,
and every holder of Common Stock shall be entitled to cast thereon
one vote in person or by proxy for each share of Common Stock
standing in such holder's name on the books of the Corporation;
provided, however, that, except as otherwise required by law, holders
of Common Stock, as such, shall not be entitled to vote on any
amendment to this Certificate of Incorporation (including any
certificate of designations relating to any series of Preferred
Stock) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are
entitled, either separately or together with the holders of one or
more other such series, to vote thereon pursuant to this Certificate
of Incorporation (including any certificate of designations relating
to any series of Preferred Stock) or pursuant to applicable law.
Subject to the rights of the holders of any series of Preferred
Stock, stockholders of the Corporation shall not have any preemptive
rights to subscribe for additional issues of stock of the Corporation
and no stockholder will be permitted to cumulate votes at any
election of directors.


                            ARTICLE FIFTH

                         Board of Directors

          (a)  The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.  Except
as otherwise fixed by or pursuant to the provisions of ARTICLE FOURTH
of this Certificate of Incorporation relating to the rights of the
holders of any series of Preferred Stock, and subject to Section 2.11
of the By-laws of the Corporation, the Board of Directors shall
consist of 15 directors or such other number as may be determined
from time to time by the Board of Directors (as so adjusted, the
"entire Board of Directors"). The Board of Directors may increase or
decrease the number of directors by resolution adopted by a majority
of the entire Board of Directors; provided, however, that no decrease
in the number of directors so made by the Board of Directors shall
shorten the term of any incumbent director and provided further that
any such increase or decrease (including any change fixed by or
pursuant to the provisions of ARTICLE FOURTH of this Certificate of
Incorporation relating to the rights of the holders of any series of
Preferred Stock) prior to the earlier of (x) the occurrence of the
first vacancy on the Board of Directors with respect to a Ranger
Director (as defined in Section 2.11(c) of the By-laws) following the
12-month anniversary of the Effective Time (as such term is defined
in the Agreement and Plan of Merger dated as of July 30, 2000, by and
among Ranger, Ring, the Corporation, Ranger Acquisition Corp. and
Ring Acquisition Corp.) and (y) the third annual stockholders'
meeting of the Corporation that occurs following the end of the
calendar year in which the Effective Time occurs shall require the
affirmative vote of at least two-thirds of the entire Board of
Directors.  Except as otherwise provided by or pursuant to the
provisions of ARTICLE FOURTH of this Certificate of Incorporation
with respect to any directors elected by the holders of any series of
Preferred Stock pursuant to the terms of this Certificate of
Incorporation, at each annual meeting of the stockholders of the
Corporation, the date of which shall be fixed by or pursuant to the
By-laws of the Corporation, directors shall be elected and each
director shall hold office until the next annual meeting of
stockholders and until his or her successor is duly elected and
qualified, or until his or her earlier death, incapacity, resignation
or removal from office in accordance with applicable law or pursuant
to an order of a court of competent jurisdiction.  The election of
directors need not be by written ballot.

          (b)  Except as otherwise provided for or fixed by or
pursuant to the provisions of ARTICLE FOURTH of this Certificate of
Incorporation relating to the rights of the holders of any series of
Preferred Stock, and subject to Section 2.11 of the By-laws of the
Corporation, any vacancy on the Board of Directors of the Corporation
resulting from death, incapacity, resignation, removal or other cause
and any newly created directorship resulting from any increase in the
authorized number of directors between annual meetings of
stockholders shall be filled only by the vote of a majority of the
directors then in office, even though less than a quorum, and any
director so chosen shall hold office until the next annual meeting of
stockholders and until his or her successor is duly elected and
qualified or his or her earlier death, incapacity, resignation or
removal from office in accordance with applicable law or pursuant to
an order of a court of competent jurisdiction.

          (c)  A director may be removed from office with or without
cause; provided, however, that, subject to applicable law, any
director elected by the holders of any series of Preferred Stock may
be removed without cause only by the holders of a majority of the
shares of such series of Preferred Stock.


                            ARTICLE SIXTH

                       Action by Stockholders

          (a)  Subject to the rights of the holders of any series of
Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called
annual or special meeting of stockholders of the Corporation and may
not be effected by any consent in writing by such stockholders.
Subject to the rights of the holders of any series of Preferred
Stock, special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board of Directors or by the Board
of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors.  Subject to paragraph (b) below, the
ability of the stockholders to call a special meeting is hereby
specifically denied.

          (b)  Notwithstanding the foregoing, whenever the holders of
any one or more series of Preferred Stock issued by the Corporation,
if any, shall have the right, voting separately as a class or series,
as applicable, to elect directors at an annual or special meeting of
stockholders, the calling of special meetings of the holders of such
series shall be governed by the terms of the applicable resolution or
resolutions of the Board of Directors adopted pursuant to ARTICLE
FOURTH of this Certificate of Incorporation.


                           ARTICLE SEVENTH

              Amendment of Certificate of Incorporation

          (a)  The Corporation reserves the right to supplement,
amend or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by the laws
of the State of Delaware and this Certificate of Incorporation, and
all rights conferred on shareholders, directors and officers herein,
if any, are granted subject to this reservation.

          (b)  Prior to the date on which Section 2.11 of the By-laws
of the Corporation terminates according to its terms, any action by
the Board of Directors relating to any proposed amendment to or
modification of ARTICLE FIFTH of this Certificate of Incorporation or
this sentence shall require the affirmative vote of at least two-
thirds of the entire Board.

                           ARTICLE EIGHTH

                        Amendment of By-laws

          In furtherance and not in limitation of the powers
conferred upon it by law, except as otherwise provided in Sections
2.11 and 3.03 of the By-laws of the Corporation as in effect on the
date of this Certificate of Incorporation, the Board of Directors of
the Corporation is expressly authorized to adopt, repeal, alter or
amend the By-laws of the Corporation by the affirmative vote of a
majority of the entire Board of Directors.


                            ARTICLE NINTH

                       Limitation of Liability

          Except to the extent elimination or limitation of liability
is not permitted by applicable law, no director of the Corporation
shall be personally liable to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty in such capacity.
Any repeal or modification of this ARTICLE NINTH by the stockholders
of the Corporation shall not adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal
or modification with respect to acts or omissions occurring prior to
such repeal or modification.


                            ARTICLE TENTH

                      Liability of Stockholders

          The holders of the capital stock of the Corporation shall
not be personally liable for the payment of the Corporation's debts,
and the private property of the holders of the capital stock of the
Corporation shall not be subject to the payment of debts of the
Corporation to any extent whatsoever.


                    IN WITNESS WHEREOF, I, the [INSERT TITLE] of the
Corporation, have executed this Restated Certificate of Incorporation
as of the ! day of !, 2000, and DO HEREBY CERTIFY under the penalties
of perjury that the facts stated in this Restated Certificate of
Incorporation are true.


                         By

                           Name:
                           Title:

<PAGE>
                                                   EXHIBIT B
                                     TO THE MERGER AGREEMENT




                   FORM OF BY-LAWS OF THE COMPANY
                      AS OF THE EFFECTIVE TIME

                        AMENDED AND RESTATED
                               BY-LAWS

                                 of

                          [               ]

                        Effective as of !, !


<PAGE>

                          TABLE OF CONTENTS


                                                             Page



                              ARTICLE I

                            Stockholders

     SECTION 1.01.  Place of Stockholders' Meetings.          1
     SECTION 1.02.  Day and Time of Annual Meetings of
                      Stockholders.                           1
     SECTION 1.03.  Purposes of Annual Meetings.              1
     SECTION 1.04.  Special Meetings of Stockholders.         2
     SECTION 1.05.  Notice of Meetings of Stockholders.       3
     SECTION 1.06.  Quorum of Stockholders.                   3
     SECTION 1.07.  Chairman of the Board and Secretary
                      of Meeting                              4
     SECTION 1.08.  Voting by Stockholders.                   4
     SECTION 1.09.  Proxies.                                  5
     SECTION 1.10.  Inspectors.                               5
     SECTION 1.11.  List of Stockholders.                     5
     SECTION 1.12.  Fixing of Record Date for Determination
          of Stockholders of Record.                          5


                             ARTICLE II

                              Directors

     SECTION 2.01.  Method of Election.                       6
     SECTION 2.02.  Resignations and Vacancies on
          Board       8
     SECTION 2.03.  Meetings of the Board                     8
     SECTION 2.04.  Quorum and Action.                        9
     SECTION 2.05.  Presiding Officer and Secretary of
          Meeting.    9
     SECTION 2.06.  Action by Consent without Meeting.        9
     SECTION 2.07.  Standing Committees                       9
     SECTION 2.08.  Meetings of Committees.                  11
     SECTION 2.09.  Quorum of Committee.                     11
     SECTION 2.10.  Other Committees                         11
     SECTION 2.11.  Representation on the Board.             12


                         ARTICLE III

                          Officers

     SECTION 3.01.  Officers, Titles, Elections, Terms.      13
     SECTION 3.02.  Powers and Duties of Officers.           14
     SECTION 3.03.  Employment Agreements.                   14


                         ARTICLE IV

     Indemnification

     SECTION 4.01.  Indemnification.                         15
     SECTION 4.02.  Insurance, Contracts and Funding.        16
     SECTION 4.03.  Indemnification; Not Exclusive
          Right.      16
     SECTION 4.04.  Advancement of Expenses                  16
     SECTION 4.05.  Indemnification Procedures;
          Presumptions and Effect of
          Certain Proceedings; Remedies;
          Definitions.                                       17
     SECTION 4.06.  Indemnification of Employees
          and Agents  22
     SECTION 4.07.  Severability                             22


     ARTICLE V

                       Capital Stock

     SECTION 5.01.  Stock Certificates.                      23
     SECTION 5.02.  Record Ownership.                        23
     SECTION 5.03.  Transfer of Record Ownership.            23
     SECTION 5.04.  Transfer Agent; Registrar; Rules
          Respecting Certificates.                           24



                             ARTICLE VI

                 Securities Held by the Corporation

     SECTION 6.01.  Voting.                                  24
     SECTION 6.02.  General Authorization to Transfer
                      Securities held by the
          Corporation.                                       24


     ARTICLE VII

          Amendment of By-laws

     SECTION 7.01. Amendment                                 25


                            ARTICLE VIII

                           Other Officers

     SECTION 8.01. Registered Office and Agent               25
     SECTION 8.02. Other Offices                             25


<PAGE>
                AMENDED AND RESTATED BY-LAWS

                             of

                    [                   ]

       (A CORPORATION ORGANIZED UNDER THE LAWS OF THE
            STATE OF DELAWARE, THE "CORPORATION")
                   (EFFECTIVE AS OF !, !)


                         ARTICLE I

                        Stockholders

          SECTION 1.01.  Place of Stockholders' Meetings.
All meetings of the stockholders of the Corporation shall be
held at such place or places, within or outside the State of
Delaware, as may be fixed by the Corporation's Board of
Directors (the "Board", and each member thereof a
"Director") from time to time or as shall be specified in
the respective notices thereof.

          SECTION 1.02.  Day and Time of Annual Meetings of
Stockholders.  An annual meeting of stockholders shall be
held at such date and hour as shall be determined by the
Board and designated in the notice thereof.  Any previously
scheduled annual meeting of stockholders may be postponed by
action of the Board taken prior to the time previously
scheduled for such annual meeting of stockholders.

          SECTION 1.03.  Purposes of Annual Meetings.  (a)
Subject to the rights of the holders of any series of
Preferred Stock of the Corporation, at each annual meeting,
the stockholders shall elect the Directors.  At any such
annual meeting any other business properly brought before
the meeting may be transacted.

          (b)  To be properly brought before an annual
meeting, business must be (i) specified in the notice of the
meeting (or any supplement thereto) given by or at the
direction of the Board, (ii) otherwise properly brought
before the meeting by or at the direction of the Board or
(iii) otherwise properly brought before the meeting by a
stockholder who is a holder of record at the time of the
giving of notice provided for in this Section 1.03(b), who
is entitled to vote at the meeting and who complies with the
procedures set forth in this Section 1.03(b).  For business
to be properly brought before an annual meeting by a
stockholder, such business must be a proper matter for
stockholder actions under applicable law and the stockholder
must have given written notice thereof, either by personal
delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation (the "Secretary") at the
principal executive offices of the Corporation, not less
than 90 days nor more than 120 days prior to the anniversary
date of the immediately preceding annual meeting (provided,
that the first such anniversary date occurring after the
effective date of these By-laws shall be deemed to be !, !).
Any such notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting
such business at the annual meeting, and, in the event that
such business includes a proposal to amend either the
Restated Certificate of Incorporation of the Corporation
(the "Certificate") or these By-laws, the text of the
proposed amendment; (ii) the name and address, as they
appear on the Corporation's books, of the stockholder
proposing such business; (iii) the class and number of
shares of the Corporation that are beneficially owned by the
stockholder; (iv) any material interest of the stockholder
in such business; and (v) if the stockholder intends to
solicit proxies in support of such stockholder's proposal, a
representation to that effect.  The foregoing notice
requirements shall be deemed satisfied by a stockholder if
the stockholder has notified the Corporation of his or her
intention to present a proposal at an annual meeting and
such stockholder's proposal has been included in a proxy
statement that has been prepared by management of the
Corporation to solicit proxies for such annual meeting;
provided, however, that if such stockholder does not appear
or send a qualified representative to present such proposal
at such annual meeting, the Corporation need not present
such proposal for a vote at such meeting, notwithstanding
that proxies in respect of such vote may have been received
by the Corporation.  No business shall be conducted at an
annual meeting of stockholders except in accordance with
this Section 1.03(b), and the presiding officer of any
annual meeting of stockholders may refuse to permit any
business to be brought before an annual meeting without
compliance with the foregoing procedures or if the
stockholder solicits proxies in support of such
stockholder's proposal without such stockholder having made
the representation required by clause (v) of the second
preceding sentence.

          SECTION 1.04.  Special Meetings of Stockholders.
(a)  Except as otherwise expressly required by the
Certificate or applicable law and subject to the rights of
the holders of any series of Preferred Stock of the
Corporation, special meetings of the stockholders or of any
class or series entitled to vote may be called for any
purpose or purposes by the Chairman of the Board or by a
majority vote of the entire Board of Directors, as defined
in the Certificate (the "entire Board"), to be held at such
place (within or without the State of Delaware), date and
hour as shall be determined by the Chairman or the Board, as
applicable, and designated in the notice thereof.  At any
such special meeting any business properly brought before
the meeting may be transacted.

          (b)  To be properly brought before a special
meeting, business must be (i) specified in the notice of the
meeting (or any supplement thereto) given by or at the
direction of the Board or (ii) otherwise properly brought
before the meeting by or at the direction of the Board.  No
business shall be conducted at a special meeting of
stockholders except in accordance with this Section 1.04(b)
or as required by applicable law.

          SECTION 1.05.  Notice of Meetings of Stockholders.
Except as otherwise expressly required by the Certificate or
applicable law, not less than ten days nor more than 60 days
before the date of every annual or special stockholders'
meeting the Secretary shall cause to be delivered to each
stockholder of record entitled to vote at such meeting
notice stating the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes
for which the meeting is called.  Except as otherwise
expressly required by applicable law, notice of any
adjourned meeting of stockholders need not be given if the
time and place thereof are announced at the meeting at which
the adjournment is taken.  Any notice, if mailed, shall be
deemed to be given when deposited in the United States mail,
postage prepaid, addressed to the stockholder at the address
for notices to such stockholder as it appears on the books
of the Corporation.

          SECTION 1.06.  Quorum of Stockholders.  (a)
Unless otherwise expressly required by the Certificate or
applicable law, at any meeting of the stockholders, the
presence in person or by proxy of stockholders entitled to
cast a majority of the votes entitled to be cast thereat
shall constitute a quorum for the entire meeting,
notwithstanding the withdrawal of stockholders entitled to
cast a sufficient number of votes in person or by proxy to
reduce the number of votes represented at the meeting below
a quorum.  Shares of the Corporation's stock belonging to
the Corporation or to another corporation, if a majority of
the shares entitled to vote in an election of the directors
of such other corporation is held by the Corporation, shall
neither be counted for the purpose of determining the
presence of a quorum nor be entitled to vote at any meeting
of the stockholders; provided, however, that the foregoing
shall not limit the right of the Corporation to vote stock,
including its own stock, held by it in a fiduciary capacity.

          (b)  At any meeting of the stockholders at which a
quorum shall be present, a majority of those present in
person or by proxy may adjourn the meeting from time to
time.  Whether or not a quorum is present, the officer
presiding thereat shall have power to adjourn the meeting
from time to time.  Except as otherwise expressly required
by applicable law, notice of any adjourned meeting other
than announcement at the meeting at which an adjournment is
taken shall not be required to be given.

          (c)  At any adjourned meeting, any business may be
transacted that might have been transacted at the meeting
originally called, but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled
to vote at any adjournment or adjournments thereof unless a
new record date is fixed by the Board.

          SECTION 1.07.  Chairman of the Board and Secretary
of Meeting.  The Chairman of the Board or, in his or her
absence, another officer of the Corporation designated by
the Chairman of the Board, shall preside at meetings of the
stockholders.  The Secretary shall act as secretary of the
meeting, or in the absence of the Secretary, an Assistant
Secretary of the Corporation shall so act, or if neither is
present, then the presiding officer may appoint a person to
act as secretary of the meeting.

          SECTION 1.08.  Voting by Stockholders.  (a)
Except as otherwise expressly required by the Certificate or
applicable law, at every meeting of the stockholders each
stockholder of record shall be entitled to the number of
votes specified in the Certificate (or, with respect to any
series of Preferred Stock, in the applicable certificate of
designations providing for the creation of such series), in
person or by proxy, for each share of stock standing in his
or her name on the books of the Corporation on the date
fixed pursuant to the provisions of Section 1.12 of these By-
laws as the record date for the determination of the
stockholders who shall be entitled to receive notice of and
to vote at such meeting.

          (b)  When a quorum is present at any meeting of
the stockholders, all questions shall be decided by the vote
of a majority in voting power of the stockholders present in
person or by proxy and entitled to vote at such meeting,
unless the question is one upon which by express provision
of law, the rules or regulations of any stock exchange or
governmental or regulatory body applicable to the
Corporation, the Certificate or these By-laws, a different
vote is required, in which case such express provision shall
govern and control the decision of such question.

          (c)  Except as otherwise expressly required by
applicable law, the vote at any meeting of stockholders on
any question need not be by ballot, unless so directed by
the presiding officer of the meeting.

          SECTION 1.09.  Proxies.  Any stockholder entitled
to vote at any meeting of stockholders may vote either in
person or by his or her attorney-in-fact or proxy.

          SECTION 1.10.  Inspectors.  Prior to each meeting
of stockholders, the Board shall appoint not less than two
nor more than seven inspectors of election who shall have
such duties and perform such functions in connection with
the meeting as shall be determined by the Board.

          SECTION 1.11.  List of Stockholders.  (a)  At
least ten days before every meeting of stockholders, the
officer who has charge of the stock ledger of the
Corporation shall cause to be prepared and made a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the
name of each stockholder.

          (b)  Such list shall be open to examination by any
stockholder for any purpose germane to the meeting as
required by applicable law.

          (c)  The stock ledger shall be the only evidence
as to who are the stockholders entitled to examine the stock
ledger, the list required by this Section 1.11 or the books
of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

          SECTION 1.12.  Fixing of Record Date for
Determination of Stockholders of Record.  (a)  The Board may
fix a date as the record date for the purpose of determining
the stockholders entitled to notice of, or to vote at, any
meeting of the stockholders or any adjournment thereof,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board,
and which record date shall not be more than 60 days nor
less than ten days before the date of a meeting of the
stockholders.  If no record date is fixed by the Board, the
record date for determining the stockholders entitled to
notice of or to vote at a stockholders' meeting shall be at
the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close
of business on the day next preceding the day on which the
meeting is held.  A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date
for the adjourned meeting.

          (b)  The Board may fix a date as the record date
for the purpose of determining the stockholders entitled to
receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock,
or in order to make a determination of the stockholders for
the purpose of any other lawful action, which record date
shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which record
date shall not be more than 60 calendar days prior to such
action.  If no record date is fixed by the Board, the record
date for determining the stockholders for any such purpose
shall be at the close of business on the day on which the
Board adopts the resolution relating thereto.


                         ARTICLE II

                         Directors

          SECTION 2.01.  Method of Election.  Directors need
not be stockholders of the Corporation or citizens of the
United States of America.  Persons who, on the date of the
stockholders' meeting at which they would be elected, would
be older than 71 years of age shall not be eligible to be
nominated for election as Directors.  Any Director whose
seventy-first birthday occurs on or after the date of his or
her election to the Board shall be permitted to complete his
or her term in office.

          Subject to the rights of the holders of any series
of Preferred Stock of the Corporation, nominations of
persons for election as Directors may be made by the Board
or by any stockholder who is a stockholder of record at the
time of giving of the notice of nomination provided for in
this Section 2.01 and who is entitled to vote for the
election of Directors.  Any stockholder of record entitled
to vote for the election of Directors at a meeting may
nominate a person or persons for election as Directors only
if written notice of such stockholder's intent to make such
nomination is given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary at the
principal executive offices of the Corporation, not later
than (i) with respect to an election to be held at an annual
meeting of stockholders, not less than 90 nor more than 120
days prior to the anniversary date of the immediately
preceding annual meeting (provided, that the first such
anniversary date occurring after the effective date of these
By-laws shall be deemed to be !, !) and (ii) with respect to
an election to be held at a special meeting of stockholders
for the election of Directors, not earlier than the 90th day
prior to such special meeting and not later than the close
of business on the later of the 60th day prior to such
special meeting or the tenth day following the day on which
public announcement of the date of the special meeting and
of the nominees to be elected at such meeting is first made.
Each such notice shall set forth: (a) the name and address
of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description
of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder;
(d) such other information regarding each nominee proposed
by such stockholder as would have been required to be
included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each
nominee been nominated, or intended to be nominated, by the
Board; (e) the consent of each nominee to serve as a
Director if so elected; and (f) if the stockholder intends
to solicit proxies in support of such stockholder's
nominee(s), a representation to that effect. The presiding
officer of any meeting of stockholders to elect Directors
and the Board may refuse to acknowledge any attempted
nomination of any person not made in compliance with the
foregoing procedure or if the stockholder solicits proxies
in support of such stockholder's nominee(s) without such
stockholder having made the representation required by
clause (f) of the preceding sentence.  Only such persons who
are nominated in accordance with the procedures set forth in
this Section 2.01 shall be eligible to serve as Directors of
the Corporation.

          At each meeting of the stockholders for the
election of Directors at which a quorum is present, the
persons receiving the greatest number of votes, up to the
number of Directors to be elected, shall be the Directors.

          SECTION 2.02.  Resignations and Vacancies on
Board.  Any Director may resign from office at any time by
delivering a resignation to the Chairman of the Board or the
Secretary.  The resignation will take effect at the time
specified therein, or, if no time is specified, at the time
of its receipt by the Corporation.  The acceptance of a
resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.  Subject to
Section 2.11 of these By-laws, any vacancy on the Board
shall be filled as specified in the Certificate.

          SECTION 2.03.  Meetings of the Board.  (a)  The
Board may hold its meetings, both regular and special,
either within or outside the State of Delaware, at such
places as from time to time may be determined by the Board
or as may be designated in the respective notices or waivers
of notice thereof.

          (b)  Regular meetings of the Board shall be held
at such times and at such places as from time to time shall
be determined by the Board.

          (c)  The first meeting of each newly elected Board
shall be held as soon as practicable after the annual
meeting of the stockholders and shall be for the election of
officers and the transaction of such other business as may
come before such meeting.

          (d)  Special meetings of the Board shall be held
whenever called by direction of the Chairman of the Board or
at the request of Directors constituting one-third of the
number of Directors then in office.

          (e)  Members of the Board or any Committee of the
Board may participate in a meeting of the Board or such
Committee, as the case may be, by means of conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other, and by any other means of remote communication
permitted by applicable law, and such participation shall
constitute presence in person at such meeting.

          (f)  The Secretary shall give notice to each
Director of any meeting of the Board by mailing, faxing or
otherwise electronically delivering the same at least two
days before the meeting or by personally delivering the same
not later than the day before the meeting.  Such notice need
not include a statement of the business to be transacted at,
or the purpose of, any such meeting.  Any and all business
may be transacted at any meeting of the Board.  No notice of
any adjourned meeting need be given.  No notice to or waiver
by any Director shall be required with respect to any
meeting at which the Director is present except when such
Director attends the meeting for the express purpose of
objecting at the beginning of the meeting to the transaction
of any business because the meeting was not lawfully called
or convened.

          SECTION 2.04.  Quorum and Action.  Except as
otherwise expressly required by the Certificate, these By-
laws or applicable law, at any meeting of the Board, the
presence of at least a majority of the entire Board shall
constitute a quorum for the transaction of business; but if
there shall be less than a quorum at any meeting of the
Board, a majority of those present may adjourn the meeting
from time to time.  Unless otherwise provided by applicable
law, the Certificate or these By-laws, the vote of a
majority of the Directors present at any meeting at which a
quorum is present shall be necessary for the approval and
adoption of any resolution or the approval of any act of the
Board.

          SECTION 2.05.  Presiding Officer and Secretary of
Meeting.  The Chairman of the Board or, in the absence of
the Chairman of the Board, a member of the Board selected by
the members present, shall preside at meetings of the Board.
The Secretary shall act as secretary of the meeting, but in
the Secretary's absence the presiding officer may appoint a
secretary of the meeting.

          SECTION 2.06.  Action by Consent without Meeting.
Any action required or permitted to be taken at any meeting
of the Board or of any Committee thereof may be taken
without a meeting as permitted by applicable law.

          SECTION 2.07.  Standing Committees.  By resolution
adopted by a majority of the entire Board, the Board shall
elect, from among its members, individuals to serve on the
Standing Committees established by this Section 2.07.  Each
Standing Committee shall be comprised of such even number of
Directors, not less than two, as shall be elected to such
Committee.  At the Effective Time (as such term is defined
in the Agreement and Plan of Merger dated July 30, 2000, by
and among Ranger, Ring, the Corporation, Ranger Acquisition
Corp. and Ring Acquisition Corp. (the "Merger Agreement")),
each Standing Committee shall be comprised of an equal
number of Ranger Directors and Ring Directors (as such terms
are defined in Section 2.11(c)).  Each Committee shall keep
a record of all its proceedings and report the same to the
Executive Committee and/or the Board.  The chairmen of the
various Committees shall preside, when present, at all
meetings of such Committees, and shall have such powers and
perform such duties as the Board may from time to time
prescribe.  The Standing Committees of the Board, and
functions of each, are as follows:

          (a)  Executive Committee.  Except as otherwise
expressly required by applicable law, the Executive
Committee shall, during the intervals between the meetings
of the Board, possess and exercise all of the powers of the
Board in the management of the property, business and
affairs of the Corporation.

          (b)  Audit Committee.  The Audit Committee shall
aid the Board in carrying out its responsibilities for
accurate and informative financial reporting, shall assist
the Board in making recommendations with respect to the
efforts of the management of the Corporation to maintain and
improve financial controls, shall review reports of
examination by the independent auditors of the Corporation
and, except as otherwise expressly required by applicable
law, shall have authority to act for the Board in any matter
delegated to the Committee by the Board.  The Committee
shall recommend each year an independent certified public
accounting firm as independent auditors for the Corporation.

          (c)  Finance Committee.  The Finance Committee
shall periodically formulate and recommend for approval to
the Board the financial policies of the Corporation,
including management of the financial affairs of the
Corporation.  All capital expenditures of the Corporation
shall be reviewed by the Committee and recommended for
approval to the Board.  The Committee may authorize another
committee of the Board or one or more of the officers of the
Corporation to approve borrowings, loans, capital
expenditures and guarantees up to such specified amounts or
upon such conditions as the Committee may establish, subject
to the approval of the Board.

          (d)  Compensation Committee.  The Compensation
Committee shall exercise the power of oversight of the
compensation and benefits of the employees of the
Corporation, and shall be charged with evaluating management
performance and establishing executive compensation.

          (e)  Nominating Committee.  Subject to Section
2.11 of these By-laws, the Nominating Committee shall
identify and evaluate potential nominees for election to the
Board and recommend candidates for all directorships to be
filled by the stockholders or the Board.  Subject to Section
2.11 of these By-laws, the Committee, in consultation with
the Chairman of the Board and the Chief Executive Officer of
the Corporation, shall make recommendations to the Board
regarding the size and composition of the Board, shall
recommend to the Board criteria regarding the personal
qualifications required for Board membership, shall
establish procedures for the nomination process, shall
evaluate the performance of the Board as a whole and shall
annually evaluate Board practices and recommend appropriate
changes to the Board.

          (f)  Nuclear Committee.  The Nuclear Committee
shall review and generally oversee, and make reports and
recommendations to the Board in connection with, the
operation of the Corporation's nuclear generating units,
shall discuss such matters with the personnel and
consultants of the Corporation, may commission, undertake,
receive and review studies and reports on such matters and
shall perform such other services as the Board shall direct
from time to time by resolution of the Board.

          SECTION 2.08.  Meetings of Committees.  Regular
meetings of any committee may be held without notice at such
time and at such place, within or outside the State of
Delaware, as from time to time shall be determined by such
Committee.  The Chairman of the Board, the Board or the
committee by vote at a meeting, or by two members of any
committee in writing without a meeting, may call a special
meeting of any such Committee at any time by giving each
such committee member at least two days notice of the date,
time and place of the meeting.  Such notice may be given
orally or in writing in accordance with Section 2.03(f)
hereof.  Unless otherwise provided in the Certificate, these
By-laws or by law, neither business to be transacted at, nor
the purpose of, any regular or special meeting of any such
committee need be specified in the notice or any waiver of
notice.

          SECTION 2.09.  Quorum of Committee.  At all
meetings of any committee a majority of the total number of
its members shall constitute a quorum for the transaction of
business.  Except in cases in which it is by law, by the
Certificate, by these By-laws, or by resolution of the Board
otherwise provided, a majority of such quorum shall decide
any questions that may come before the meeting.  In the
absence of a quorum, the members of the Committee present by
majority vote may adjourn the meeting from time to time,
without notice other than by verbal announcement at the
meeting, until a quorum shall attend.

          SECTION 2.10. Other Committees.  By resolution
passed by a majority of the entire Board, the Board may also
appoint from among its members such other Committees,
Standing or otherwise, as it may from time to time deem
desirable and may delegate to such Committees such powers of
the Board as it may consider appropriate, as permitted by
the Articles, these By-laws and by law.

          SECTION 2.11.  Representation on the Board.  (a)
Unless this provision terminates pursuant to Section 2.11(c)
below, from the Effective Time until the third annual
stockholders' meeting of the Corporation that occurs
following the end of the calendar year in which the
Effective Time occurs (the "Transition Time"), the Board
shall consist of eight Ranger Directors and seven Ring
Directors (as such terms are defined below).  If, at any
time prior to the Transition Time, (A) the number of Ranger
Directors does not exceed by one the number of Ring
Directors serving, or the number of Ranger Directors that
would be serving following the next stockholders' meeting at
which Directors are to be elected would not exceed by one
the number of Ring Directors then serving, then the Board
and the Nominating Committee thereof shall nominate for
election at the next stockholders' meeting at which
Directors are to be elected such person or persons as may be
designated by the remaining Ranger Directors (if the number
of Ranger Directors is, or would otherwise become, less than
or equal to the number of Ring Directors) or by the
remaining Ring Directors (if the number of Ring Directors
is, or would otherwise become, less than one less than the
number of Ranger Directors) to ensure that, following such
election, the number of Ranger Directors serving on the
Board exceeds by one the number of Ring Directors serving on
the Board or (B) there shall occur any vacancy in any
directorship held by any Ranger Director or Ring Director,
then the Board shall appoint for the remainder of the full
term of such directorship such person or persons as may be
designated by the remaining Ranger Directors (if the number
of Ranger Directors is, or would otherwise become, less than
or equal to the number of Ring Directors) or by the
remaining Ring Directors (if the number of Ring Directors
is, or would otherwise become, less than one less than the
number of Ranger Directors).

          (b)  Following the 12-month anniversary of the
Effective Time, the first vacancy on the Board that occurs
with respect to a Ranger Director shall not be filled and
instead the number of directors that constitutes the entire
Board of Directors at such time shall be reduced by one.

          (c)  The provisions of this Section 2.11 shall be
of no further effect after the earlier of (x) the occurrence
of the first vacancy on the Board with respect to a Ranger
Director following the 12-month anniversary of the Effective
Time (and the reduction in the number of directors by one in
accordance with clause (b) above) and (y) the third annual
stockholders' meeting of the Corporation that occurs
following the end of the calendar year in which the
Effective Time occurs.  The term "Ranger Director" means (i)
any person serving as a director of Ranger prior to the
Effective Time and who becomes a Director of the Corporation
and (ii) any person who becomes a Director of the
Corporation pursuant to the last sentence of subsection (a)
above and is designated by the Ranger Directors; and the
term "Ring Director" means (i) any person serving as a
director of Ring prior to the Effective Time and who becomes
a Director of the Corporation and (ii) any person who
becomes a Director of the Corporation pursuant to the last
sentence of subsection (a) above and who is designated by
the Ring Directors.  Prior to the Transition Time, (i) any
action by the Board relating to any proposed amendment to or
modification of ARTICLES FIFTH or EIGHTH of the Certificate
and (ii) any amendment to or modification of this Section
2.11 or any provision of these By-laws that refers to this
Section 2.11 shall require the affirmative vote of at least
two-thirds of the entire Board.


                        ARTICLE III

                          Officers

          SECTION 3.01.  Officers, Titles, Elections, Terms.
(a)  Subject to Section 3.03 of these By-laws, the Board may
from time to time elect a Chairman of the Board, a Chief
Executive Officer, a President, Group President(s), a Chief
Financial Officer, one or more Executive Vice Presidents,
one or more Senior Vice Presidents, one or more Vice
Presidents, a Controller, a Treasurer, a Secretary and a
General Counsel, each to serve at the pleasure of the Board
or otherwise as shall be specified by the Board at the time
of such election and until their successors are elected and
qualified or until their earlier death, incapacity,
retirement, resignation or removal from office in accordance
with these By-laws or applicable law or pursuant to an order
of a court of competent jurisdiction.

          (b)  The Board may elect or appoint at any time
such other officers or agents with such duties as it may
deem necessary or desirable.  Such other officers or agents
shall serve at the pleasure of the Board or otherwise as
shall be specified by the Board at the time of such election
or appointment and, in the case of such other officers,
until their successors are elected and qualified or until
their earlier death, incapacity, retirement, resignation or
removal from office in accordance with these By-laws or
applicable law or pursuant to an order of a court of
competent jurisdiction.  Each such officer or agent shall
have such authority and shall perform such duties as may be
provided herein or as the Board may prescribe.  The Board
may from time to time authorize any officer or agent to
appoint and remove any other such officer or agent and to
prescribe such person's authority and duties.

          (c)  Any two or more offices may be held
simultaneously by the same person, except as otherwise
expressly required by applicable law.

          (d)  Subject to Section 3.03 of these By-laws, any
vacancy in any office may be filled for the unexpired
portion of the term by the Board.  Each officer elected or
appointed during the year shall hold office until the next
annual meeting of the Board at which officers are regularly
elected or appointed and until his or her successor is
elected or appointed and qualified or until his or her
earlier death, incapacity, retirement, resignation or
removal from office in accordance with these By-laws or
applicable law or pursuant to an order of a court of
competent jurisdiction.

          (e)  Subject to Section 3.03 of these By-laws, any
officer or agent may be removed at any time by the
affirmative vote of a majority of the entire Board.

          (f)  Any officer may resign from office at any
time.  Such resignation shall be made in writing and given
to the Chief Executive Officer or the Secretary.  Any such
resignation shall take effect at the time specified therein,
or, if no time is specified, at the time of its receipt by
the Corporation.  The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so
provided in the resignation.

          SECTION 3.02.  Powers and Duties of Officers.
Subject to Section 3.03 of these By-laws, the officers of
the Corporation shall have such powers and duties as usually
pertain to their respective offices, except as otherwise
directed by the Board or any designee thereof, and shall
also have such powers and duties as may from time to time be
conferred upon them by the Board or any such designee.

          SECTION 3.03.  Employment Agreements.  Except as
to election to the positions with the Corporation provided
for in the employment agreements between the Corporation and
James L. Broadhead and the Corporation and J. Wayne Leonard
(each an "Employment Agreement" and collectively the
"Employment Agreements"), each entered into in connection
with the Merger Agreement, and until the earlier of (x) the
occurrence of the first vacancy on the Board with respect to
a Ranger Director following the 12-month anniversary of the
Effective Time and (y) the third annual stockholders'
meeting of the Corporation that occurs following the end of
the calendar year in which the Effective Time occurs, (i)
the election of any other person to the positions with the
Corporation provided for in the Employment Agreements, (ii)
the removal or replacement of Messrs. Broadhead or Leonard
from one or more of such positions, (iii) any amendment to
or modification of this Section 3.03 or (iv) any amendment
to or modification of the Employment Agreements, shall
require the affirmative vote of at least two-thirds of the
entire Board.


                         ARTICLE IV

                       Indemnification

          SECTION 4.01.  Indemnification.  (a)  The
Corporation, to the fullest extent permitted by applicable
law, shall indemnify any person who was or is a Director or
officer of the Corporation and who was or is involved in any
manner (including as a party or a witness) or is threatened
to be made so involved in any threatened, pending or
completed investigation, claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including any action, suit or proceeding by or in the right
of the Corporation to procure a judgment in its favor)
(each, a "Proceeding"), by reason of the fact that such
person was or is a Director or officer of the Corporation
or, while a Director or officer of the Corporation, was or
is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
(including any employee benefit plan) (a "Covered Entity"),
against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement and actually and
reasonably incurred by such person in connection with such
Proceeding.  Any such former or present Director or officer
of the Corporation finally determined to be entitled to
indemnification as provided in this Article 4 is hereinafter
called an "Indemnitee".  Until such final determination is
made, such former or present Director or officer shall be a
"Potential Indemnitee" for purposes of this Article 4.
Notwithstanding the foregoing provisions of this Section
4.01(a), but subject to Section 4.05(c)(iv) hereof, the
Corporation shall not indemnify an Indemnitee with respect
to any Proceeding commenced by such Indemnitee unless the
commencement of such Proceeding by such Indemnitee has been
approved by a majority vote of the Disinterested Directors
(as defined in Section 4.05(d)); provided, however, that
such approval of a majority of the Disinterested Directors
shall not be required with respect to any Proceeding
commenced by such Indemnitee after a Change in Control (as
defined in Section 4.05(d)) has occurred.

          (b)  Neither the amendment or repeal of, nor the
adoption of a provision inconsistent with, any provision of
this Article 4 (including this Section 4.01(b)) shall
adversely affect the rights of any Director or officer under
this Article 4 (i) with respect to any Proceeding commenced
or threatened prior to such amendment, repeal or adoption of
an inconsistent provision or (ii) after the occurrence of a
Change in Control, with respect to any Proceeding arising
out of any action or omission occurring prior to such
amendment, repeal or adoption of an inconsistent provision,
in either case without the written consent of such Director
or officer.

          SECTION 4.02.  Insurance, Contracts and Funding.
The Corporation may purchase and maintain insurance to
protect itself and any Director, officer, employee or agent
of the Corporation or of any Covered Entity against any
expenses, judgments, fines and amounts paid in settlement as
specified in Section 4.01(a) or Section 4.06 of this Article
4 or incurred by any such Director, officer, employee or
agent in connection with any Proceeding referred to in such
Sections, to the fullest extent permitted by applicable law.
The Corporation may enter into contracts with any Director,
officer, employee or agent of the Corporation or of any
Covered Entity in furtherance of the provisions of this
Article 4 and may create a trust fund, grant a security
interest or use other means (including a letter of credit)
to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Article 4.

          SECTION 4.03.  Indemnification; Not Exclusive
Right.  The right of indemnification provided in this
Article 4 shall not be exclusive of any other rights to
which an Indemnitee or Potential Indemnitee may otherwise be
entitled, and the provisions of this Article 4 shall inure
to the benefit of the heirs and legal representatives of any
Indemnitee or Potential Indemnitee under this Article 4 and
shall be applicable to Proceedings commenced or continuing
after the adoption of this Article 4, whether arising from
acts or omissions occurring before or after such adoption.

          SECTION 4.04.  Advancement of Expenses.  All
reasonable expenses (including attorneys' fees) incurred by
or on behalf of any Potential Indemnitee in connection with
any Proceeding shall be advanced to such Potential
Indemnitee by the Corporation within 20 days after the
receipt by the Corporation of a statement or statements from
such Potential Indemnitee requesting such advance or
advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such statement or
statements shall reasonably evidence the expenses incurred
by such Potential Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an
undertaking by or on behalf of such Potential Indemnitee to
repay the amounts advanced if ultimately it should be
determined that such Potential Indemnitee is not entitled to
be indemnified against such expenses pursuant to this
Article 4.  Notwithstanding the foregoing provisions of this
Section 4.04, the Corporation shall not advance expenses to
a Potential Indemnitee with respect to any Proceeding
commenced by such Potential Indemnitee unless the
commencement of such Proceeding by such Potential Indemnitee
has been approved by a majority vote of the Disinterested
Directors; provided, however, that such approval of a
majority of the Disinterested Directors shall not be
required with respect to any Proceeding commenced by such
Potential Indemnitee after a Change in Control has occurred.

          SECTION 4.05.  Indemnification Procedures;
Presumptions and Effect of Certain Proceedings; Remedies;
Definitions.  In furtherance, but not in limitation, of the
foregoing provisions of this Article 4, the following
procedures, presumptions and remedies shall apply with
respect to the right to indemnification under this Article
4:

          (a)  Procedures for Determination of Entitlement
to Indemnification.  (i) To obtain indemnification under
this Article 4, a Potential Indemnitee shall submit to the
Secretary a written request, including such documentation
and information as is reasonably available to the Potential
Indemnitee and reasonably necessary to determine whether and
to what extent the Potential Indemnitee is entitled to
indemnification (the "Supporting Documentation").  The
determination of the Potential Indemnitee's entitlement to
indemnification shall be made not later than 60 days after
the later of (A) the receipt by the Corporation of the
written request for indemnification together with the
Supporting Documentation and (B) the receipt by the
Corporation of written notice of final disposition of the
Proceeding in respect of which indemnification is sought.
The Secretary shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that the
Potential Indemnitee has requested indemnification.

          (ii)  The Potential Indemnitee's entitlement to
indemnification under this Article 4 shall be determined in
one of the following ways: (A) by a majority vote of the
Disinterested Directors, whether or not they constitute a
quorum of the Board; (B) by a committee of the Disinterested
Directors designated by a majority vote of the Disinterested
Directors, whether or not they constitute a quorum of the
Board; (C) by a written opinion of Independent Counsel (as
defined in Section 4.05(d)) if (x) a Change in Control shall
have occurred and the Potential Indemnitee so requests or
(y) there are no Disinterested Directors or a majority of
such Disinterested Directors so directs; (D) by the
stockholders of the Corporation; or (E) as provided in
Section 4.05(b) of this Article 4.

          (iii) In the event the determination of
entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 4.05(a)(ii), a majority of the
Disinterested Directors (or, if there are no Disinterested
Directors, the General Counsel of the Corporation or, if the
General Counsel is or was a party to the Proceeding in
respect of which indemnification is sought, the highest
ranking officer of the Corporation who is not and was not a
party to such Proceeding) shall select the Independent
Counsel, but only an Independent Counsel to which the
Potential Indemnitee does not reasonably object; provided,
however, that if a Change in Control shall have occurred,
the Potential Indemnitee shall select such Independent
Counsel, but only an Independent Counsel to which a majority
of the Disinterested Directors does not reasonably object.

          (b)  Presumptions and Effect of Certain
Proceedings.  Except as otherwise expressly provided in this
Article 4, if a Change in Control shall have occurred, the
Potential Indemnitee shall be presumed to be entitled to
indemnification under this Article 4 (with respect to
actions or omissions occurring prior to such Change in
Control) upon submission of a request for indemnification
together with the Supporting Documentation in accordance
with Section 4.05(a)(i) of this Article 4, and thereafter
the Corporation shall have the burden of proof to overcome
that presumption in reaching a contrary determination.  In
any event, if the person or persons empowered under Section
4.05(a) of this Article 4 to determine entitlement to
indemnification shall not have been appointed or shall not
have made a determination within 60 days after the later of
(x) the receipt by the Corporation of the written request
for indemnification together with the Supporting
Documentation and (y) final disposition of the Proceeding in
respect of which indemnification is sought, the Potential
Indemnitee shall be deemed to be, and shall be, entitled to
indemnification.  The termination of any Proceeding, or of
any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, adversely affect
the right of the Potential Indemnitee to indemnification or
create a presumption that the Potential Indemnitee did not
act in good faith and in a manner that the Potential
Indemnitee reasonably believed to be in or not opposed to
the best interests of the Corporation or, with respect to
any criminal Proceeding, that the Potential Indemnitee had
reasonable cause to believe that his or her conduct was
unlawful.

          (c)   Remedies.  (i) In the event that a
determination is made pursuant to Section 4.05(a) of this
Article 4 that the Potential Indemnitee is not entitled to
indemnification under this Article 4, (A) the Potential
Indemnitee shall be entitled to seek an adjudication of his
or her entitlement to such indemnification either, at the
Potential Indemnitee's sole option, in (x) an appropriate
court of the State of Delaware or any other court of
competent jurisdiction or (y) an arbitration to be conducted
by a single arbitrator pursuant to the rules of the American
Arbitration Association; (B) any such judicial proceeding or
arbitration shall be de novo and the Potential Indemnitee
shall not be prejudiced by reason of such adverse
determination; and (C) if a Change in Control shall have
occurred, in any such judicial proceeding or arbitration,
the Corporation shall have the burden of proving that the
Potential Indemnitee is not entitled to indemnification
under this Article 4 (with respect to actions or omissions
occurring prior to such Change in Control).

          (ii)  If a determination shall have been made or
deemed to have been made, pursuant to Section 4.05(a) or (b)
of this Article 4, that the Potential Indemnitee is entitled
to indemnification, the Corporation shall be obligated to
pay the amounts constituting such indemnification within
five days after such determination has been made or deemed
to have been made and shall be conclusively bound by such
determination unless (A) the Indemnitee misrepresented or
failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B)
such indemnification is prohibited by applicable law.  In
the event that payment of indemnification is not made within
five days after a determination of entitlement to
indemnification has been made or deemed to have been made
pursuant to Section 4.05(a) or (b) of this Article 4, the
Indemnitee shall be entitled to seek judicial enforcement of
the Corporation's obligation to pay to the Indemnitee such
indemnification.  Notwithstanding the foregoing, the
Corporation may bring an action, in an appropriate court in
the State of Delaware or any other court of competent
jurisdiction, contesting the right of the Indemnitee to
receive indemnification hereunder due to the occurrence of
an event described in clause (A) or (B) of this subsection
(each, a "Disqualifying Event"); provided, however, that in
any such action the Corporation shall have the burden of
proving the occurrence of such Disqualifying Event.

          (iii)  The Corporation shall be precluded from
asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 4.05(c) that the
procedures and presumptions of this Article 4 are not valid,
binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Corporation is
bound by all the provisions of this Article 4.

          (iv)  In the event that the Indemnitee or
Potential Indemnitee, pursuant to this Section 4.05(c),
seeks a judicial adjudication of or an award in arbitration
to enforce his or her rights under, or to recover damages
for breach of, this Article 4, such person shall be entitled
to recover from the Corporation, and shall be indemnified by
the Corporation against, any expenses actually and
reasonably incurred by such person in connection with such
judicial adjudication or arbitration if such person prevails
in such judicial adjudication or arbitration.  If it shall
be determined in such judicial adjudication or arbitration
that such person is entitled to receive part but not all of
the indemnification or advancement of expenses sought, the
expenses incurred by such person in connection with such
judicial adjudication or arbitration shall be prorated
accordingly.

          (d)  Definitions.  For purposes of this Article 4:

          (i)  "Change in Control" means a change in control
     of the Corporation of a nature that would be required
     to be reported in response to Item 6(e) (or any
     successor provision) of Schedule 14A of Regulation 14A
     (or any amendment or successor provision thereto)
     promulgated under the Securities Exchange Act of 1934,
     as amended (the "Act"), whether or not the Corporation
     is then subject to such reporting requirement; provided
     that, without limitation, such a change in control
     shall be deemed to have occurred if (A) any "person"
     (as such term is used in Sections 13(d) and 14(d) of
     the Act) is or becomes the "beneficial owner" (as
     defined in Rule 13d-3 under the Act), directly or
     indirectly, of securities of the Corporation
     representing 15% or more of the voting power of all
     outstanding shares of stock of the Corporation entitled
     to vote generally in an election of Directors without
     the prior approval of at least two-thirds of the
     members of the Board in office immediately prior to
     such acquisition; (B) the Corporation is a party to any
     merger, consolidation or share exchange (or other
     comparable transaction) in which the Corporation is not
     the continuing or surviving corporation or pursuant to
     which shares of the Corporation's Common Stock would be
     converted into cash, securities or other property,
     other than a merger or share exchange in which the
     holders of the Corporation's Common Stock immediately
     prior to the merger have the same proportionate
     ownership of common stock of the surviving corporation
     immediately after the merger; (C) there is a sale,
     lease, exchange or other transfer (in one transaction
     or a series of related transactions) of all, or
     substantially all, of the assets of the Corporation, or
     liquidation or dissolution of the Corporation; (D) the
     Corporation is a party to a merger, consolidation, sale
     of assets or other reorganization, or a proxy contest,
     as a consequence of which members of the Board in
     office immediately prior to such transaction or event
     constitute less than a majority of the Board
     thereafter; or (E) during any year, individuals who at
     the beginning of such year constituted the Board
     (including for this purpose any new Director whose
     election or nomination for election by the stockholders
     was approved by a vote of the Directors then still in
     office who were Directors at the beginning of such
     year) cease for any reason to constitute at least a
     majority of the Board.

          (ii)  "Disinterested Director" means a Director
     who is not and was not a party to the Proceeding in
     respect of which indemnification is sought by the
     Indemnitee or Potential Indemnitee.

          (iii)  "Independent Counsel" means a law firm or a
     member of a law firm that neither presently is, nor in
     the past five years has been, retained to represent:
     (a) the Corporation or the Indemnitee or Potential
     Indemnitee in any matter material to either such party
     or (b) any other party to the Proceeding giving rise to
     a claim for indemnification under this Article 4.
     Notwithstanding the foregoing, the term "Independent
     Counsel" shall not include any person who, under
     applicable standards of professional conduct then
     prevailing under the law of the State of Delaware,
     would have a conflict of interest in representing
     either the Corporation or the Indemnitee or Potential
     Indemnitee in an action to determine the Indemnitee's
     or Potential Indemnitee's rights under this Article 4.

          SECTION 4.06.  Indemnification of Employees and
Agents.  Notwithstanding any other provision of this Article
4, the Corporation, to the fullest extent permitted by
applicable law, may indemnify any person other than a
Director or officer of the Corporation who is or was an
employee or agent of the Corporation and who is or was
involved in any manner (including as a party or a witness)
or is threatened to be made so involved in any threatened,
pending or completed Proceeding, by reason of the fact that
such person was or is an employee or agent of the
Corporation or was or is serving at the request of the
Corporation as a director, officer, employee or agent of a
Covered Entity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in
connection with such Proceeding.  The Corporation may also
advance expenses incurred by such employee or agent in
connection with any such Proceeding, consistent with the
provisions of applicable law.  If made or advanced, such
indemnification shall be made and such reasonable expenses
shall be advanced pursuant to procedures to be established
from time to time by the Board.

          SECTION 4.07.  Severability.  If any provision or
provisions of this Article 4 shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (i) the
validity, legality and enforceability of the remaining
provisions of this Article 4 (including all portions of any
Section of this Article 4 containing any such provision held
to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby; and (ii) to the
fullest extent possible, the provisions of this Article 4
(including all portions of any Section of this Article 4
containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed, to the fullest extent
possible, so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable.


                         ARTICLE V

                       Capital Stock

          SECTION 5.01.  Stock Certificates.  The shares of
the Corporation shall be represented by certificates,
provided that the Board may provide by resolution or
resolutions that some or all of any or all classes or series
of stock shall be uncertificated shares.  Each certificate
shall be signed by, or in the name of, the Corporation by
the Chairman of the Board, the President or any Vice
President, and by the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary.  In addition,
such certificates may be signed by a transfer agent of a
registrar (other than the Corporation itself) and may be
sealed with the seal of the Corporation or a facsimile
thereof.  Any or all of the signatures on such certificates
may be facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate
is issued, such certificate may be issued by the Corporation
with the same effect as if he or she were such officer,
transfer agent or registrar at the date of its issuance.

          Each certificate representing shares shall state
upon the face thereof:  the name of the Corporation; that
the Corporation is organized under the laws of Delaware; the
name of the person or persons to whom issued; the number and
class of shares and the designation of the series, if any,
which such certificate represents; and the par value of each
share represented by such certificate or a statement that
the shares are without par value.

          SECTION 5.02.  Record Ownership.  A record of the
name of the person, firm or corporation and address of such
holder of each certificate, the number of shares represented
thereby and the date of issue thereof shall be made on the
Corporation's books.  The Corporation shall be entitled to
treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound
to recognize any equitable or other claim to or interest in
any share on the part of any person, whether or not it shall
have express or other notice thereof, except as otherwise
expressly required by applicable law.

          SECTION 5.03.  Transfer of Record Ownership.
Transfers of stock shall be made on the books of the
Corporation only by direction of the person named in the
certificate or such person's attorney, lawfully constituted
in writing, and only upon the surrender of the certificate
therefor and a written assignment of the shares evidenced
thereby.  Whenever any transfer of stock shall be made for
collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer,
both the transferor and transferee request the Corporation
to do so.

          SECTION 5.04.  Transfer Agent; Registrar; Rules
Respecting Certificates.  The Corporation shall maintain one
or more transfer offices or agencies (which may include the
Corporation) where stock of the Corporation shall be
transferable.  The Corporation shall also maintain one or
more registry offices (which may include the Corporation)
where such stock shall be registered.  The Board may make
such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock
certificates in accordance with applicable law.


                         ARTICLE VI

             Securities Held by the Corporation

          SECTION 6.01.  Voting.  Unless the Board shall
otherwise order, any officer of the Corporation shall have
full power and authority, on behalf of the Corporation, to
attend, act and vote at any meeting of the stockholders of
any corporation in which the Corporation may hold stock and
at such meeting to exercise any or all rights and powers
incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering
another or others to act as aforesaid.  The Board from time
to time may confer like powers upon any other person or
persons.

          SECTION 6.02.  General Authorization to Transfer
Securities held by the Corporation.  (a)  Any officer of the
Corporation is hereby authorized and empowered to transfer,
convert, endorse, sell, assign and deliver any and all
shares of stock, bonds, debentures, notes, subscription
warrants, stock purchase warrants, evidences of
indebtedness, or other securities now or hereafter standing
in the name of or owned by the Corporation, and to make,
execute and deliver any and all written instruments of
assignment and transfer necessary or proper to effectuate
the authority hereby conferred.

          (b)  Whenever there shall be annexed to any
instrument of assignment and transfer executed pursuant to
and in accordance with the foregoing Section 6.02(a), a
certificate of the Secretary or any Assistant Secretary in
office at the date of such certificate setting forth the
provisions hereof and stating that they are in full force
and effect and setting forth the names of persons who are
then officers of the corporation, all persons to whom such
instrument and annexed certificate shall thereafter come
shall be entitled, without further inquiry or investigation
and regardless of the date of such certificate, to assume
and to act in reliance upon the assumption that (i) the
shares of stock or other securities named in such instrument
were theretofore duly and properly transferred, endorsed,
sold, assigned, set over and delivered by the Corporation,
and (ii) with respect to such securities, the authority of
these provisions of these By-laws and of such officers is
still in full force and effect.


                        ARTICLE VII

                    Amendment of By-laws

          SECTION 7.01.  Amendment.  Except as otherwise
expressly provided in the Certificate or in Sections 2.11
and 3.03 of these By-laws, these By-laws, or any of them,
may from time to time be supplemented, amended or repealed,
or new By-laws may be adopted, by the Board at any regular
or special meeting of the Board, if such supplement,
amendment, repeal or adoption is approved by a majority of
the entire Board.


                        ARTICLE VIII

                     Offices and Agent

          SECTION 8.01.  Registered Office and Agent.  The
address of the registered office of the Corporation in the
State of Delaware shall be 1209 Orange Street, Wilmington,
Delaware 19801.  The name of the registered agent is The
Corporation Trust Company.  Such registered agent has a
business office identical with such registered office.

          SECTION 8.02.  Other Offices.  The Corporation may
also have offices at other places, either within or outside
the State of Delaware, as the Board of Directors may from
time to time determine or as the business of the Corporation
may require.


<PAGE>

                                                   EXHIBIT C
                                     TO THE MERGER AGREEMENT


            Corporate Governance of the Company
                Following the Effective Time

Board of Directors

          Until the 12-month anniversary of the Effective Time (the
"Transition Time"), the Board of Directors of the Company shall
consist of eight directors designated by Ranger (the "Ranger
Designees") and seven directors designated by Ring (the "Ring
Designees").  This arrangement will also be as set forth in Article
Fifth of the Articles of Incorporation of the Company (attached as
Exhibit A to the Merger Agreement) and Section 2.11 of the By-laws of
the Company (attached as Exhibit B to the Merger Agreement).


Committees of the Board of Directors and Chairpersons of Committees

          Following the Effective Time, the Board of Directors of the
Company shall initially have six standing committees:  the Executive
Committee (Chairperson:  James L. Broadhead), the Audit Committee
(Chairperson:  to be a Ranger Designee),  the Finance Committee
(Chairperson:  Robert v.d. Luft), the Nominating Committee
(Chairperson:  J. Wayne Leonard), the Compensation Committee
(Chairperson:  to be a Ranger Designee) and the Nuclear Committee
(Chairperson:  George W. Davis).  At the Effective Time, (i) the
Chairmen of each of the Committees of the Board shall comprise the
membership of the Executive Committee and (ii) each other standing
committee shall be comprised of an equal number of Ranger Designees
and Ring Designees.  At the Transition Time, Mr. Broadhead shall
become the Chairman of the Nominating Committee and Mr. Leonard shall
become the Chairman of the Executive Committee.


Chairman of the Board and Chief Executive Officer

          From and after the Effective Time and until the Transition
Time, and pursuant to the terms of the employment agreements entered
into between the Company and James L. Broadhead and the Company and
J. Wayne Leonard (each an "Employment Agreement" and collectively the
"Employment Agreements") and subject to Section 3.03 of the Company's
By-laws, (i) Mr. Broadhead shall hold the position of Chairman of the
Board of the Company (in which position he shall serve in an
executive capacity and shall be responsible for implementation of the
integration of the Ranger and Ring businesses) and (ii) Mr. Leonard
shall hold the positions of Chief Executive Officer and President of
the Company.  In such capacities, Mr. Broadhead shall report to the
Board of Directors of the Company and Mr. Leonard shall report to Mr.
Broadhead.  As Chief Executive Officer, Mr. Leonard shall have all
normal chief executive officer rights and responsibilities, including
direct charge of and general supervision over the business affairs of
the Company, interaction with and presentation of matters to the
Board of Directors and such other duties, rights and responsibilities
as may be assigned to him by the Board of Directors.  In addition,
Mr. Leonard shall have input into the implementation of the
integration of the Ranger and Ring businesses, although Mr. Broadhead
shall have sole responsibility for such implementation.  Following
the Transition Time and prior to the time of the third annual
shareholders' meeting of the Corporation that occurs following the
calendar year in which the Effective Time occurs, and pursuant to the
Employment Agreements and subject to Section 3.03 of the By-laws of
the Company, (i) Mr. Broadhead shall hold the position of Chairman of
the Board of the Company (in which position he shall serve in a
nonexecutive capacity) and (ii) Mr. Leonard shall hold the positions
of Chief Executive Officer and President of the Company.  In such
capacity, Mr. Leonard shall report to the Board of Directors.  If, at
the Effective Time, either of such persons is unable or unwilling to
hold such offices as set forth herein, his successor shall be elected
at such time by the Board of Directors of the Company in accordance
with Section 3.03 of the By-laws of the Company.  The authority,
duties and responsibilities of the Chairman of the Board and the
Chief Executive Officer, respectively, shall be set forth in the
Employment Agreements, which Employment Agreements shall also set
forth in their entirety the rights and remedies of Messrs. Broadhead
and Leonard with respect to employment with the Company.


Vice Chairmen of the Board

          At the Effective Time, each of Robert v.d. Luft and a
Ranger Designee shall be appointed to the position of Vice Chairman
of the Board of the Company.

<PAGE>

                                                   EXHIBIT D
                                     TO THE MERGER AGREEMENT




WCB Holding Corp.
700 Universe Boulevard
Juno Beach, FL  33408





                  Form of Affiliate Letter


Dear Sirs:

          The undersigned refers to the Agreement and Plan of Merger
(the "Merger Agreement") dated as of July 30, 2000, among FPL Group,
Inc., a Florida corporation ("FPL"), Entergy Corporation, a Delaware
corporation ("Entergy"), WCB Holding Corp., a Delaware corporation
(the "Company"), Ranger Acquisition Corp., a Florida corporation, and
Ring Acquisition Corp., a Delaware corporation.  Capitalized terms
used but not defined in this letter have the meanings ascribed to
such terms in the Merger Agreement.

          The undersigned, a holder of shares of [FPL/Entergy] Common
Stock, is entitled to receive in connection with the [FPL/Entergy]
Merger shares of Company Common Stock.  The undersigned acknowledges
that the undersigned may be deemed an "affiliate" of [FPL/Entergy]
within the meaning of Rule 145 ("Rule 145") promulgated under the
Securities Act, although nothing contained herein should be construed
as an admission of such fact.

          If in fact the undersigned were an affiliate under the
Securities Act, the undersigned's ability to sell, assign or transfer
the Company Common Stock received by the undersigned in exchange for
any shares of [FPL/Entergy] Common Stock pursuant to the
[FPL/Entergy] Merger may be restricted unless such transaction is
registered under the Securities Act or an exemption from such
registration is available.  The undersigned (i) understands that such
exemptions are limited and that the Company is not under any
obligation to effect any such registration and (ii) has obtained
advice of counsel as to the nature and conditions of such exemptions,
including information with respect to the applicability to the sale
of such securities of Rules 144 and 145(d) promulgated under the
Securities Act.

          The undersigned hereby represents to and covenants with the
Company that the undersigned will not sell, assign or transfer any of
the Company Common Stock received by the undersigned in exchange for
shares of [FPL/Entergy] Common Stock pursuant to the [FPL/Entergy]
Merger except (i) pursuant to an effective registration statement
under the Securities Act or (ii) in a transaction that, in the
opinion of counsel reasonably satisfactory to the Company or as
described in a "no-action" or interpretive letter from the Staff of
the SEC, is not required to be registered under the Securities Act.

          In the event of a sale or other disposition by the
undersigned pursuant to Rule 145, of Company Common Stock received by
the undersigned in the [FPL/Entergy] Merger, the undersigned will
supply the Company with evidence of compliance with such Rule, in the
form of a letter in the form of Annex I hereto and the opinion of
counsel or no-action letter referred to above.  The undersigned
understands that the Company may instruct its transfer agent to
withhold the transfer of any [FPL/Entergy] securities disposed of by
the undersigned, but that upon receipt of such evidence of compliance
the transfer agent shall effectuate the transfer of the Company
Common Stock sold as indicated in such letter.

          The undersigned acknowledges and agrees that (i) the
Company Common Stock issued to the undersigned will all be in
certificated form and (ii) the legend set forth below will be placed
on certificates representing Company Common Stock received by the
undersigned in the [FPL/Entergy] Merger or held by a transferee
thereof, which legend will be removed by delivery of substitute
certificates upon receipt of an opinion in form and substance
reasonably satisfactory to the Company from counsel reasonably
satisfactory to the Company to the effect that such legend is no
longer required for purposes of the Securities Act.

          There will be placed on the certificates for the Company
Common Stock issued to the undersigned, or any substitutions
therefor, a legend stating in substance:

               "The shares represented by this certificate were
          issued in a transaction to which Rule 145 promulgated under
          the Securities Act of 1933 applies.  The shares have been
          acquired by the holder not with a view to, or for resale in
          connection with, any distribution thereof within the
          meaning of the Securities Act of 1933 and may not be sold,
          pledged or otherwise transferred except in accordance with
          an exemption from the registration requirement of the
          Securities Act of 1933."

          The undersigned acknowledges that (i) the undersigned has
carefully read this letter and understands the requirements hereof
and the limitations imposed upon the distribution, sale, transfer or
other disposition of the Company Common Stock and (ii) the receipt by
the Company of this letter is an inducement and a condition to
[FPL/Entergy]'s and the Company's respective obligations to
consummate the [FPL/Entergy] Merger.


                                   Very truly yours,



Dated:

<PAGE>
                                                     ANNEX I
                                                TO EXHIBIT D
[Holdco]
!


          On                 , the undersigned sold the
securities of WCB Holding Corp. (the "Company") described
below in the space provided for that purpose (the
"Securities").  The Securities were received by the
undersigned in connection with the merger of [Ranger
Acquisition Corp., a Florida corporation, with and into FPL
Group, Inc., a Florida corporation/Ring Acquisition Corp., a
Delaware corporation, with and into Entergy Corporation, a
Delaware corporation].

          Based upon the most recent report or statement
filed by the Company with the Securities and Exchange
Commission, the Securities sold by the undersigned were
within the prescribed limitations set forth in Rule 144(e)
promulgated under the Securities Act of 1933 (the
"Securities Act").

          The undersigned hereby represents that the
Securities were sold in "brokers' transactions" within the
meaning of Section 4(4) of the Securities Act or in
transactions directly with a "market maker" as that term is
defined in Section 3(a)(38) of the Securities Exchange Act
of 1934, as amended.  The undersigned further represents
that the undersigned has not solicited or arranged for the
solicitation of orders to buy the Securities, and that the
undersigned has not made any payment in connection with the
offer or sale of the Securities to any person other than to
the broker who executed the order in respect of such sale.


                                   Very truly yours,



Dated:



[Space to be provided for description of securities.]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                     Exhibit 99.1

Logo of Florida Power Group                   Logo of Entergy


  ENTERGY AND FPL GROUP AGREE TO A $27 BILLION MERGER OF EQUALS
           CREATING THE NATION'S LARGEST POWER COMPANY

The New Company, With More Than 48,000 MW of Generating Capacity,
                Will Serve 6.3 Million Customers

Juno Beach, FL and New Orleans, LA (July 31, 2000) - FPL Group,
Inc. (NYSE: FPL) and Entergy Corporation (NYSE: ETR) today
announced they have agreed to combine in a merger of equals,
creating the largest power company in the nation.

The new company, which will be named at a later date, will be the
largest U.S. electric utility and the largest power producer.
Based on the closing stock prices of both companies on Friday,
July 28, 2000, the combined company will have a total enterprise
value of more than $27 billion, ($16.4 billion in equity market
capitalization and $10.7 billion in debt and preferred stock).

The new company will combine and leverage strategically
positioned assets to create a premier energy company.  The
company will have a strong market position in wholesale
generation, trading, marketing and transportation.

Under the terms of the agreement, which was approved unanimously
by the boards of directors of both companies, each holder of FPL
Group common stock will receive 1.00 share of the new holding
company for each share of FPL Group common stock, and each holder
of Entergy common stock will receive 0.585 of a share of the new
holding company for each share of Entergy common stock, in a tax-
free, stock-for-stock exchange.  The transaction will be
immediately accretive to both companies, based on consensus
security analysts' earnings estimates.  Average annual earnings
per share growth for the combined company is expected to be ten
percent or more.

FPL Group and Entergy have authorized share repurchase programs
totaling $1 billion to be implemented prior to the close of the
merger.  The programs ($570 million at FPL Group and $430 million
at Entergy) include remaining authorizations from the companies'
existing share repurchase programs.

The newly combined company expects to pay a dividend that is
consistent with FPL Group's current dividend policy.  Based on
FPL Group's current annual dividend of $2.16 per share, Entergy's
shareholders would receive $1.26 per share on an as-converted
basis compared to Entergy's current dividend of $1.20 per share.

The merger combines two high performance cultures to create a
company that will be ranked the:

  -   #1 electric utility serving more than 6.3 million customers
  -   #1 power producer with a generating capacity of more than
      48,000 megawatts
  -   #2 nuclear power generator with more than 10,000 megawatts
  -   #2 among utilities in market capitalization at $16.4 billion

The combined company will be one of the nation's largest
independent power producers with nearly 10,000 net megawatts of
unregulated generating capacity.  Also, through Entergy's pending
venture with Koch Industries, the combined company will be one of
the largest U.S. marketers of both electric power and natural
gas, will own 10,000 miles of strategic natural gas pipeline
assets, and will be the world market leader in weather
derivatives.

In addition to becoming one of the largest energy organizations,
the new company will be a top performer on a number of
operational criteria.  Florida Power & Light, the principal
subsidiary of FPL Group, has long achieved customer service
ratings in the top 10 percent of the industry, and an independent
study published in April ranked Entergy first among all U.S.
electric utilities for year-over-year improvement in customer
satisfaction.  The combined electric generation fleet will be an
environmental leader, with emission rates among the lowest of all
U.S. generating companies.  It will also be one of the most
efficient, with operating costs among the lowest in the industry.
The new company will be the U.S. leader in natural gas generating
capacity - and the nation's largest user of natural gas.

Benefits of the Transaction

Earnings Growth  "We are creating a company with the scope and
scale to prosper in the changing industry marketplace," said
James L. Broadhead, chairman and chief executive officer of FPL
Group, Inc.  "We expect to deliver average annual earnings per
share growth of ten percent or more over the next several years
fueled by a combination of revenue enhancement opportunities and
cost savings.  Our strong balance sheet and increased cash flows
will enable our new company to more aggressively pursue
profitable growth opportunities."

Strategic Fit  "The merger combines two strategically aligned,
financially healthy companies into an organization that has no
equal in the industry," said J. Wayne Leonard, chief executive
officer of Entergy Corporation.  "We both have divested non-core
businesses and are focusing on enhancing our utility operations.
At the same time, we are rapidly growing our wholesale generation
businesses with an emphasis on clean energy from nuclear, natural
gas, and renewable energy sources.  The Entergy-Koch venture
brings premier trading and risk management skills and creates the
potential to link our industry-leading gas positions through the
Gateway Pipeline.  Combining our assets and skills will not only
enhance our ability to achieve these strategic goals, but will
also create the opportunity to move to a new level as a leading
energy company."

Benefits to Customers  "FPL has demonstrated consistent year-over-
year improvement in key performance and customer satisfaction
measures and is an industry leader in plant operations, customer
service and system reliability," said Mr. Leonard.  "Over the
past two years, our employees at Entergy have dramatically
improved our service quality as well.  When we combine best
practices, we expect to further enhance the level of service
provided by both companies.  Stakeholders can count on our new
company to carry on the values shared by both Entergy and FPL
Group: safety as our highest priority, quality service,
environmental responsibility and good corporate citizenship."

Competitive Strength.  Mr. Broadhead said, "In addition to
strengthening our utility operations, we will be creating one of
the largest, most financially sound, and fastest growing
wholesale generating companies, with all the critical
capabilities in place to ensure even greater success.  By
combining our premier operating skills, solid project development
expertise and vast energy marketing and trading resources, we
expect to accelerate our growth and to maximize the value of our
portfolio.

"Through its pending ventures with other industry leaders such as
Koch Industries and The Shaw Group, Entergy has taken an
innovative approach to add to its capabilities and to expand its
growth opportunities," said Mr. Broadhead.  "We would expect
these partnerships to provide added benefit to our combined
company as we grow our wholesale generation portfolio."

Strategic Outlook of the New Company

The new company will carry out the closely aligned business
strategies of FPL Group and Entergy, which are based on strong
core utility operations and growth in wholesale energy markets,
primarily in clean, low-cost electric generation.  It will pursue
additional growth through development of electric, natural gas,
weather and telecommunications products and services for a large
and diverse customer base.

Utility Operations

The regulated utility business within the merged company will
serve more than 6.3 million customers through its affiliates
Florida Power & Light, Entergy Arkansas, Entergy Gulf States,
Entergy Louisiana, Entergy Mississippi and Entergy New Orleans.
The super-regional utility will own and operate 38,400 megawatts
of capacity.  It will be the largest operator of gas-fired power
plants and the largest buyer of natural gas and residual fuel oil
in the country.

Through concerted efforts to reduce costs and improve service,
the combined company expects to effectively compete in any market
environment.  As unregulated retail opportunities continue to
expand, the combined company will be well positioned to leverage
its superior scale and scope through deploying e-commerce
applications for customer aggregation, transactions and billing.

Nuclear Operations

The combined company will be a premier national nuclear company,
a strategic goal adopted by Entergy in 1998.  It will be the
second-largest nuclear generator in the country, with more than
10,000 megawatts of utility and competitive nuclear capacity at
eight Entergy units - including two units on which Entergy
expects to complete purchase later this year - and four FPL Group
units.

The new company expects to leverage its combined nuclear
expertise and experience - including efficient plant operations,
turnaround of underperforming units, acquisitions,
decommissioning, and license extension - to capitalize on
opportunities in the consolidating nuclear industry.  The merger
will combine FPL Group's nuclear units, recognized as some of the
best-run plants in the country, with Entergy's growing fleet.

For 1997-1999, Entergy's and FPL Group's nuclear units achieved a
combined capacity factor of 10 percentage points above the
industry average.  Bringing together the companies' nuclear
generation operations will enhance the ability to manage risk,
serve customers and leverage the talent and resources in the two
organizations across nuclear operations in the company's
regulated utility businesses and competitive generation markets.

Wholesale Operations

By combining both companies' wholesale operations, the merged
company expects to more aggressively grow its portfolio and
capture more value from its assets.  The two companies have
almost 10,000 megawatts of non-utility generating capacity today
and, after the merger, we plan to grow to more than 30,000
megawatts by 2004.

Several factors that will enable the combined company to
profitably grow its wholesale generation business include:

  -   World class operating skills;
  -   Strong, proven development teams;
  -   Scale and scope to execute projects more quickly;
  -   76 gas turbines under contract with General Electric for
      delivery through 2005;
  -   A venture with The Shaw Group, which is expected to close
      soon, to accelerate construction and reduce costs of new
      projects;
  -   A soon-to-be-completed venture with Koch Industries to fully
      leverage its current and future portfolio, manage risks and to
      capitalize on new markets such as weather derivatives.

These integrated wholesale capabilities - from trading and risk
management to origination to development to asset financing and
management will allow the combined company to create and capture
more value from existing assets and to deploy more capital-
efficient strategies.

Energy Marketing & Trading

Once merged, Entergy and FPL Group will benefit from one of the
largest energy marketing and trading operations in the country.
Later this year, Entergy expects to close its previously
announced agreement with Koch Industries under which the
companies agreed to form Entergy-Koch L.P., which is expected to
rank among the nation's top 10 energy commodity traders in terms
of combined volumes of electricity and natural gas.  Entergy-Koch
is expected to trade more than 100 million megawatts/year and to
create a significant marketing platform to sell the company's
wholesale generation.  It also will procure more than 7-8 billion
cubic feet of gas per day for the combined company.  The venture
also includes Koch's Gateway natural gas pipeline, a 10,000-mile
system serving the Gulf South region.

The combined company expects its trading organization to enhance
its utility and wholesale operations, as well as develop new
products, such as Koch's innovative weather derivatives, to
generate additional revenue opportunities.  The combined company
will also offer the opportunity for expansion of the Gateway
pipeline into the growing Florida market.

Telecommunications

The new company also will operate a wholly owned subsidiary, FPL
FiberNet, offering fiber optic capacity in Florida on a wholesale
basis.  Formed in January 2000, the company operates a 1,600-
route mile fiber optic network in Florida and is building intra-
city networks to serve Florida's top 15 metropolitan markets.
Through agreements with other providers, it offers an 8,500-route
mile network throughout the fast-growing Southeast market.

FPL FiberNet will add to its existing 45,000-fiber mile system to
reach approximately 500,000 fiber-miles within the next few years
in order to meet the exploding demand for fiber capacity in Florida
and connections to Latin America.  The combination with Entergy
provides additional telecommunications opportunities in Entergy's
traditional service territory.

Transaction Details

Based on the number of common shares currently outstanding, FPL
Group shareholders will own 57 percent of the common equity of
the combined company, and Entergy shareholders will own 43
percent.

The combined company expects the merger will provide annual
synergies growing from $150 million to $275 million over the
first few years after closing. Of the total, the regulated
businesses should realize annual cost savings of $110 million to
$150 million, derived from eliminating duplicate corporate and
administrative positions and programs, as well as procurement
economies.  The competitive businesses expect annual cost savings
and revenue enhancements of $40 million to $125 million.
Additionally, the competitive businesses expect to realize annual
capital expenditure savings of $50 million to $100 million.

The companies will seek to minimize workforce effects of the
merger through a variety of efforts.  All union contracts will be
honored.

Mr. Broadhead will serve as chairman of the combined company, and
Mr. Leonard will become president and chief executive officer.
The new company's board of directors, which will include both Mr.
Broadhead and Mr. Leonard, will initially consist of 15 members,
eight from FPL Group and seven from Entergy.

The merged company will locate its corporate headquarters in Juno
Beach, FL and will have its Utility Group headquarters in New
Orleans.  Each of the company's six utilities will continue to
maintain its headquarters at its present location.

The merger requires the approval of shareholders of both
companies, the Securities and Exchange Commission, the Federal
Energy Regulatory Commission, the Nuclear Regulatory Commission,
and the Federal Communications Commission; the expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act; and the completion of regulatory
procedures in Arkansas, Florida, Louisiana, Mississippi, Texas
and the city of New Orleans.  The companies' objective is to
complete the transaction within 15 months.

Merrill Lynch & Co., Inc. acted as financial advisor to FPL
Group.  Morgan Stanley Dean Witter and J.P. Morgan & Co.
Incorporated acted as financial advisors to Entergy.  Cravath,
Swaine and Moore acted as legal counsel to FPL Group.  Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal counsel to
Entergy.

Company Information

FPL Group, with annual revenues of more than $6 billion, is one
of the nation's largest providers of electricity-related services
with a generating capacity of more than 20,000 megawatts.  Its
principal subsidiary, Florida Power & Light, serves 3.8 million
customer accounts in Florida.  FPL Group employs 11,350 employees
and operates in 17 states.  FPL Energy, LLC, FPL Group's
independent power production subsidiary, is a leader in
generating electricity from clean and renewable fuels.
Information is available on the Internet at www.fplgroup.com.

Entergy Corporation, with annual revenues of nearly $9 billion,
is a major global energy company engaged in power production,
distribution operations, and related diversified services, with
more than 12,200 employees.  It is also a leading provider of
wholesale energy marketing and trading services.  Entergy owns,
manages or invests in power plants generating nearly 30,000
megawatts of electricity domestically and internationally and
delivers electricity to about 2.5 million customers in portions
of Arkansas, Louisiana, Mississippi and Texas.  Information is
available on the Internet at www.entergy.com.

Information on Entergy's venture partners: Koch Industries Inc.,
the second-largest privately held company and one of the most
successful energy traders in the United States, is involved in
virtually all phases of the oil and gas industry, as well as in
chemicals, plastics, energy services, chemical and environmental
technology products, asphalt products, metals and mineral
services, ranching, financial services, and ventures.  The Shaw
Group Inc., the world's leading innovator of turnkey piping
solutions and provider of erection services, has experience in
the construction of over 200,000 megawatts of electric generation
worldwide.


Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995

This press release contains forward looking statements within the
meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Investors are
cautioned that such forward-looking statements with respect to
revenues, earnings, performance, strategies, prospects and other
aspects of the businesses of FPL Group, Inc. and Entergy
Corporation are based on current expectations that are subject to
risk and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by
such forward looking statements. These factors include, but are
not limited to, risks and uncertainties relating to: changes in
laws or regulations, changing governmental policies and
regulatory actions with respect to allowed rates of return
including but not limited to return on equity and equity ratio
limits, industry and rate structure, operation of nuclear power
facilities, acquisition, disposal, depreciation and amortization
of assets and facilities, operation and construction of plant
facilities, recovery of fuel and purchased power costs,
decommissioning costs, present or prospective wholesale and
retail competition (included but not limited to retail wheeling
and transmission costs), political and economic risks, changes in
and compliance with environmental and safety laws and policies,
weather conditions (including natural disasters such as
hurricanes), population growth rates and demographic patterns,
competition for retail and wholesale customers, availability,
pricing and transportation of fuel and other energy commodities,
market demand for energy from plants or facilities, changes in
tax rates or policies or in rates of inflation or in accounting
standards, unanticipated delays or changes in costs for capital
projects, unanticipated changes in operating expenses and capital
expenditures, capital market conditions, competition for new
energy development opportunities and legal and administrative
proceedings (whether civil, such as environmental, or criminal)
and settlements and other factors. Readers are referred to FPL
Group, Inc.'s and Entergy Corporation's most recent reports filed
with the Securities and Exchange Commission.

Additional Information and Where to Find It

In connection with the proposed merger, FPL Group, Inc. and
Entergy Corporation will file a joint proxy statement /
prospectus with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the joint proxy statement / prospectus
(when available) and other documents filed by FPL Group, Inc. and
Entergy Corporation with the Commission at the Commission's web
site at http://www.sec.gov.  Free copies of the joint proxy
statement / prospectus, once available, and each company's other
filings with the Commission may also be obtained from the
respective companies. Free copies of FPL Group's filings may be
obtained by directing a request to FPL Group, Inc., 700 Universe
Blvd., P.O. Box 14000, Juno Beach, FL 33408-0420, Telephone:
(561) 694-4000. Free copies of Entergy's filings may be obtained
by directing a request to Entergy Corporation,
639 Loyola Avenue, New Orleans, Louisiana 70113, Telephone: (514)
576-4000.

Participants in Solicitation

FPL Group, Inc., Entergy Corporation and their respective
directors, executive officers and other members of their
management and employees may be soliciting proxies from their
respective stockholders in favor of the merger. Information
concerning FPL Group's participants in the solicitation is set
forth in FPL Group's Current Report on Form 8-K filed with the
Commission on July 31, 2000, and information concerning Entergy's
participants in the solicitation is set forth in Entergy's
Current Report on Form 8-K filed with the Commission on July 31,
2000.

                             #  #  #



Press Teleconference Information:

Note to Editors:  There will be a press teleconference on Monday,
July 31, 2000 at 12:00 pm (Eastern time).  The dial in number is
(888) 243-1681 (within the U.S.) and (212) 993-0207
(internationally).  You can visit FPL Group and Entergy merger
web site at: www.dealinfo.com/fplgroup-entergy.


Satellite Uplink for FPL Group and Entergy B-Roll:

Monday, July 31, 2000                   Monday, July 31, 2000
7:00 am - 7:30 am (Eastern time)        12:00 pm - 12:30 pm (Eastern time)
Telstar 6 Transponder 9 C-Band          Telstar 6 Transponder 9 C-Band
Downlink Frequency 3880 Vertical        Downlink Frequency 3880 Vertical

If  you  have  any  technical  questions  or  problems  with  the
satellite feed for B-Roll, please call Brett Curran at (212) 627-
5622.


Contacts for FPL Group:                      Contacts for Entergy:
Investors:                                   Investors:
Lisa Kuzel                                   Renae Conley
(561) 694-4697                               504-576-4947
lisa_kuzel@fpl.com                           econley@entergy.com

For Media Inquiries:                         For Media Inquiries:
305-552-3888                                 504-576-4238

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

						Exhibit 99.2

                  EMPLOYMENT AGREEMENT


          AGREEMENT by and between WCB Holding Corp., a
Delaware corporation (the "Company"), and James L.
Broadhead (the "Executive"), dated as of July 30, 2000.

          WHEREAS, the Executive is currently serving as
Chief Executive Officer of FPL Group, Inc., a Florida
corporation ("FPL") and is a party to an employment
agreement with FPL dated as of December 13, 1993 (the
"1993 Agreement")  and another employment agreement with
FPL as amended and restated as of May 10, 1999 (the "1999
Agreement" and, collectively with the 1993 Agreement, the
"Employment Agreements"); and

          WHEREAS, the Company, FPL, Entergy Corporation,
a Delaware corporation ("Entergy"), Ranger Acquisition
Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Ranger Acquisition Corp.")
and Ring Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Ring Acquisition
Corp."), have entered into an Agreement and Plan of
Merger, dated as of July 30, 2000 (the "Merger
Agreement"), pursuant to which Ranger Acquisition Corp.
and Ring Acquisition Corp. will merge with and into
Ranger and Ring, respectively; and

          WHEREAS, the Company wishes to provide for the
orderly succession of the management of the Company, FPL
and Entergy and their affiliates following the Effective
Time (as defined in the Merger Agreement); and

          WHEREAS, the Executive is willing to commit
himself to be employed by the Company as of the Effective
Time on the terms and conditions herein set forth; and

          WHEREAS, the parties desire to enter into this
Agreement setting forth the terms and conditions for the
employment relationship of the Executive with the Company
following the Effective Time.


          NOW, THEREFORE, IN CONSIDERATION of the mutual
premises, covenants and agreements set forth below, it is
hereby agreed as follows:

1.        General.  The Company agrees to employ the
Executive, and the Executive agrees to be employed by the
Company, in accordance with the terms and provisions of
the Employment Agreements subject to such changes in the
Executive's position, duties, responsibilities and status
as set forth in Exhibit C to the Merger Agreement (a copy
of which is attached hereto).  Except as provided in
Exhibit C, the Employment Agreements shall continue in
full force and effect without modification, except that
references in the 1993 Agreement to an employment
agreement between FPL and the Executive dated February
13, 1989 (the "1989 Agreement") shall be deemed to be
references to the 1999 Agreement which superceded the
1989 Agreement.  Following the Effective Time, the
Executive shall receive annual base salary and shall have
incentive compensation opportunities in each case no less
favorable than as in effect immediately prior to the
Effective Time. Nothing herein shall be construed as
affecting (i) the Executive's rights under the Employment
Agreements (including, without limitation, his rights and
obligations upon termination of employment) and (ii) the
Executive's right to terminate employment for "Good
Reason" (as defined in the Employment Agreements);
provided, however, that if the Executive becomes entitled
to severance payments under the 1999 Agreement, the
amount payable to the Executive shall be offset by the
amount of severance payments made to the Executive at the
Effective Time pursuant to the 1999 Agreement (including
any such amount which the Executive may elect to defer to
a date beyond the Effective Time).

2.        Assumption of FPL's Rights and Obligations.  As
of the Effective Time, the Company shall assume all of
FPL's rights and obligations under the Employment
Agreements.

3.        Counterparts.  This Agreement may be executed
in several counterparts, each of which shall be deemed an
original, and said counterparts shall constitute but one
and the same original.

4.        Other Agreements.  Except as provided herein,
this Agreement supercedes any other agreements
(including, but not limited to, the 1989 Agreement) or
representations, oral or otherwise, express or implied,
with respect to the subject matter hereof which have been
made by either party.

5.        Effective Date.  This Agreement shall be
effective as of the Effective Time, and shall be null and
void and of no force or effect if the parties to the
Merger Agreement terminate such agreement.



          IN WITNESS WHEREOF, the Executive and, pursuant
to due authorization from its Board of Directors, the
Company have caused this Agreement to be executed as of
the day and year first above written.




                        ______________________________
                              James L. Broadhead


                              WCB HOLDING CORP.


                       By:____________________________



Acknowledged and Agreed to


FPL GROUP, INC.


By:  _________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

					Exhibit 99.3


                  EMPLOYMENT AGREEMENT

          AGREEMENT by and between WCB Holding Corp., a
Delaware corporation (the "Company"), and J. Wayne
Leonard (the "Executive"), dated as of _________, 200__.

          WHEREAS, the Executive is currently serving as
Chief Executive Officer of Entergy Corporation, a
Delaware corporation ("E Corp"); and

          WHEREAS, the Company, E Corp, FPL Group, Inc.,
a Florida corporation ("F Corp"), Ring Acquisition Corp.,
a Delaware corporation and a wholly-owned subsidiary of
the Company ("E Acquisition Corp") and Ranger Acquisition
Corp., a Florida corporation and a wholly-owned
subsidiary of the Company ("F Acquisition Corp") have
entered into an Agreement and Plan of Merger, dated as of
July 30, 2000 (the AMerger Agreement@), pursuant to which
E Acquisition Corp and F Acquisition Corp will merge with
and into E Corp and F Corp, respectively; and

          WHEREAS, the Company wishes to provide for the
orderly succession of the management of the Company, E
Corp, F Corp and their affiliates following the Effective
Time (as defined in the Merger Agreement); and

          WHEREAS, the Executive is willing to commit
himself to be employed by the Company on the terms and
conditions herein set forth; and

          WHEREAS, the parties desire to enter into this
Agreement setting forth the terms and conditions for the
employment relationship of the Executive with the Company
during the Employment Period (as hereinafter defined),

          NOW, THEREFORE, IN CONSIDERATION of the mutual
premises, covenants and agreements set forth below, it is
hereby agreed as follows:

          1.   General.

          (a)  Employment. The Company agrees to employ
the Executive, and the Executive agrees to be employed by
the Company, in accordance with the terms and provisions
of this Agreement during the Employment Period.

          (b)  Term. The term of the Executive's
employment under this Agreement (the AEmployment Period@)
shall commence at the Effective Time and shall continue
until the third anniversary thereof; provided, however,
that on the first anniversary of the Effective Time and
each subsequent anniversary thereof (each of such first
and subsequent anniversaries, an "Extension Date"), the
Employment Period shall automatically be extended for one
additional year unless, at least three months prior to
the applicable Extension Date, the Company or the
Executive shall have given written notice not to extend
the Employment Period.  Notwithstanding anything herein
to the contrary, if the Merger Agreement is terminated,
then as of the time of such termination this Agreement
shall be deemed canceled and of no force or effect.

          2.   Duties and Powers of the Executive.

          (a)  Position, Duties and Reporting.

               (i)  During the period beginning on the
     first day of the Employment Period and ending on the
     earlier of (A) the first anniversary thereof or (B)
     the date on which the individual serving as the
     Company's Executive Chairman as of the Effective
     Time (the "Executive Chairman") ceases to so serve
     (the "Initial Period"), the Executive shall serve as
     President and Chief Executive Officer of the Company
     and shall report directly to the Executive Chairman.
     During the Initial Period, the Executive shall have
     all of the powers, duties and responsibilities
     typically associated with the positions of President
     and Chief Executive Officer, including but not
     limited to direct charge of and general supervision
     over the business affairs of the Company,
     interaction with and presentation of matters to the
     Board of Directors of the Company (the "Board") and
     such other duties, rights and responsibilities which
     may be assigned to him by the Board.  Notwithstand
     ing the foregoing, during the Initial Period, the
     Executive shall have input into, but shall not have
     primary responsibility with respect to, transition
     and integration matters relating to the transactions
     contemplated by the Merger Agreement, the primary
     responsibility for which matters shall be the respon
     sibility of the Executive Chairman.  During the
     Initial Period, all Company officers shall report to
     the Executive.

               (ii) During the remaining portion of the
     Employment Period (the "Secondary Period"), the
     Executive shall serve as President and Chief
     Executive Officer of the Company and shall report
     directly to the Board.  During the Secondary Period,
     the Executive shall have all of the powers, duties
     and responsibilities typically associated with the
     positions of President and Chief Executive Officer,
     including but not limited to direct charge of and
     general supervision over the business affairs of the
     Company, interaction with and presentation of
     matters to the Board and such other duties, rights
     and responsibilities which may be assigned to him by
     the Board.  During the Secondary Period, all Company
     officers shall report to the Executive.

          (b)  Board Membership. The Executive shall be a
member of the Board commencing as of the first day of the
Employment Period, and the Board shall propose the
Executive for re-election to the Board throughout the
Employment Period.  At the end of the Employment Period,
the Executive may continue as a member of the Board and
may be considered for nomination for reelection to the
Board thereafter on the same basis as the other
non-employee directors.

          (c)  Other Positions.  During the Employment
Period, the Executive agrees to serve, if elected, at no
additional compensation in the position of officer or
director of any subsidiary or affiliate of the Company;
provided, however, that such position shall be of no less
status relative to such subsidiary or affiliate as the
position that the Executive holds pursuant to subsection
(a) is relative to the Company.

          (d)  Attention.  During the Employment Period,
and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to
devote full attention and time during normal business
hours to the business and affairs of the Company and to
use the his reasonable best efforts to perform such
responsibilities in a professional manner.  It shall not
be a violation of this Agreement for the Executive to (i)
serve on corporate, civic or charitable boards or
committees, (ii) deliver lectures, fulfill speaking
engagements or teach at educational institutions and
(iii) manage personal investments, so long as such
activities do not significantly interfere with the
performance of the Executive=s responsibilities as an
officer of the Company in accordance with this Agreement.

          (e)  Location.  During the Employment Period,
the Company=s headquarters shall be located in Juno
Beach, Florida, and the Executive shall be employed at
such headquarters except for reasonably required travel
on the Company's business.  The Executive shall establish
a principal residence in the general area of Juno Beach,
Florida.  The Company shall assure that the Executive
suffers no financial loss on the sale of the principal
residence presently maintained by the Executive in the
New Orleans metropolitan area (including a gross-up
payment for the additional income taxes payable by the
Executive as a result of such payment for any such loss).
The Company shall reimburse the Executive for all of his
moving expenses incurred in relocating to the Juno Beach,
Florida area.  During the period from the first day of
the Employment Period and the date of such relocation,
the Company shall provide the Executive with an apartment
in the Juno Beach, Florida area and reimburse him for
reasonable expenses while in the Juno Beach, Florida area
and travel between the Juno Beach, Florida area and his
principal residence, provided in each case that the
Executive complies with the policies, practices and
procedures of the Company for relocation benefits for
senior executives of the Company, and for submission of
expense reports, receipts, or similar documentation of
such expenses.

          (f)  By-laws of the Company.  At all times from
the Effective Time through the respective periods set
forth in Sections 2.11 and 3.03 of the Company's By-laws,
as in effect as of the date hereof (the "By-laws"), such
Sections of the By-laws shall remain in effect unless
amended by the affirmative vote of at least two-thirds of
the Board (a AQualified Majority@).

          3.   Compensation.

          (a)  Base Salary.   The annual rate of base
salary payable to the Executive from and after the
Effective Time (the "Annual Base Salary") will be
determined by the compensation committee of the Board
(the "Compensation Committee") at or before the Effective
Time (subject to annual reviews and increases thereafter)
based on competitive practices for the chief executive
officers of companies of comparable size and standing,
but in no event shall such base salary during the Initial
Period be less than the base salary payable to the
Executive Chairman.  The Annual Base Salary shall be
payable in accordance with the Company=s regular payroll
practice for its senior executives, as in effect from
time to time.  During the Employment Period, the Annual
Base Salary shall be reviewed by the Compensation
Committee for possible increase at least annually.  The
Annual Base Salary shall not be reduced after any such
increase, and the term AAnnual Base Salary@ shall thereaf
ter refer to the Annual Base Salary as so increased.

          (b)  Annual Incentive Compensation.  The
Executive shall be eligible to earn such annual incentive
compensation as is determined by the Compensation
Committee at or before the Effective Time (subject to
annual reviews and increases thereafter) based on
competitive practices for the chief executive officers of
companies of comparable size and standing.  The annual
incentive compensation paid to the Executive with respect
to the Initial Period shall not be less than the annual
incentive compensation paid to the Executive Chairman
with respect to the Initial Period and the Executive's
annual incentive compensation opportunity during the
Secondary Period shall be on terms and conditions no less
favorable than those made available to any other senior
officer of the Company.

          (c)  Long-Term Incentives.  The Executive shall
be eligible to earn such long-term incentive compensation
as is determined by the Compensation Committee at or
before the Effective Time (subject to annual reviews and
increases thereafter) based on competitive practices for
the chief executive officers of companies of comparable
size and standing.  Such opportunities may, in the
discretion of the Compensation Committee, include stock
options, stock appreciation rights, restricted stock or
stock units, performance stock or units and/or other
types of long-term incentive awards.  The long-term
incentive compensation awarded to the Executive with
respect to performance periods commencing on or after the
Effective Time during the Initial Period shall be on
terms and conditions no less favorable than the long-term
incentive compensation awarded to the Executive Chairman
with respect to the Initial Period and the Executive's
long-term incentive compensation opportunity with respect
to performance periods commencing on or after the Effec
tive Time during the Secondary Period shall be on terms
and conditions no less favorable than those made
available to any other senior officer of the Company.

          (d)  Employee Benefit Programs.  During the
Employment Period, (i) the Executive shall be eligible to
participate in all savings and retirement plans,
practices, policies and programs on at least as favorable
a basis as any other senior executive of the Company and,
during the Initial Period, at least as favorable a basis
as the Executive Chairman and (ii) the Executive and/or
the Executive=s family, as the case may be, shall be
eligible for participation in and shall receive all
benefits under welfare benefit plans, practices, policies
and programs provided by the Company, other than
severance plans, practices, policies and programs but
including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life
insurance, group life insurance, accidental death and
travel accident insurance plans and programs, and, upon
retirement, all applicable retirement benefit plans to
the same extent and subject to the same terms,
conditions, cost-sharing requirements and the like, as
any other senior executive of the Company and, during the
Initial Period, as the Executive Chairman, as such plans
may be amended from time to time.

          (e)  Supplemental Retirement Benefits. During
the Employment Period, the Executive shall participate in
one or more supplemental executive retirement plans,
agreements and arrangements ("SERPs") such that the
aggregate value of the retirement benefits that he and
his beneficiaries will receive at the end of the
Employment Period under all pension benefit plans,
agreements and arrangements of the Company and its
affiliates (whether qualified or not) will be not less
than the benefits he would have received had he
continued, through the end of the Employment Period, to
participate in all pension benefit plans, agreements and
arrangements of E Corp and its affiliates in which he
participates on the date hereof, including but not
limited to the letter agreement between the Executive and
Entergy Services Inc. dated as of March 13, 1998.

          (f)  Expenses.  The Executive is authorized to
incur reasonable expenses in carrying out his duties and
responsibilities under this Agreement and the Company
shall promptly reimburse him for all such expenses,
subject to documentation in accordance with reasonable
policies of the Company in effect from time to time.

          (g)  Fringe Benefits.  During the Employment
Period, the Executive shall be furnished with such fringe
benefits and perquisites as are customary for the
President and Chief Executive Officer of a corporation of
the size and nature of the Company and shall participate
in all fringe benefits and perquisites available to any
other senior executive of the Company and, during the
Initial Period, to the Executive Chairman.

          (h)  Vacation.  During the Employment Period.
the Executive shall be entitled to paid vacation on at
least as favorable a basis as any other senior executive
of the Company and, during the Initial Period, as the
Executive Chairman.

          (i)  Compensation Review.  Prior to the end of
the Initial Period, the Compensation Committee shall
undertake, with the aid of an independent,
nationally-recognized compensation consultant, a
comprehensive review of all components of the Executive's
compensation and shall adjust the Executive's
compensation, effective as of the first day of the
Secondary Period, in a manner consistent with the results
of such review; provided, however, that in no event shall
any component of the Executive's compensation be reduced
or otherwise adversely affected without the Executive's
consent.

          4.   Termination of Employment.
          (a)  Death or Disability.  The Executive=s
employment shall terminate automatically upon the
Executive=s death during the Employment Period.  If the
Company determines in good faith that the Disability of
the Executive has occurred during the Employment Period
(pursuant to the definition of Disability set forth
below), it may give to the Executive written notice in
accordance with Section 4(b) of this Agreement of its
intention to terminate the Executive=s employment.  In
such event, the Executive=s employment with the Company
shall terminate effective on the 30th day after receipt
of such notice by the Executive (the ADisability Effec
tive Date@), provided that, within the 30 days after such
receipt, the Executive shall not have returned to
full-time performance of the Executive=s duties.  For
purposes of this Agreement, ADisability@ means that (i)
the Executive has been unable, for the period, if any,
specified in the Company=s disability plan for senior
executives, but not less than a period of 180 consecutive
days, to perform the Executive=s duties under this
Agreement and (ii) a physician selected by the Company or
its insurers, and reasonably acceptable to the Executive
or the Executive=s legal representative, has determined
that the Executive is disabled within the meaning of the
applicable disability plan for senior executives.

          (b)  By the Company.

          (i)  The Company may terminate the Executive=s
     employment during the Employment Period for Cause or
     without Cause.  For purposes of this Agreement,
     ACause@ shall mean (A) willful and continued failure
     by the Executive to substantially perform his duties
     under this Agreement or (B) the conviction of, or
     the entering of plea of nolo contendere by, the
     Executive of a felony.  For purposes of the
     foregoing, (1) no act or failure to act on the part
     of the Executive shall be considered Awillful@
     unless it is done, or omitted to be done, by the
     Executive in bad faith or without reasonable belief
     that the Executive=s action or omission was in the
     best interests of the Company and (2) any act or
     failure to act that is based upon authority given
     pursuant to a resolution duly adopted by the Board,
     or the advice of counsel for the Company, shall be
     conclusively presumed to be done, or omitted to be
     done, by the Executive in good faith and in the best
     interests of the Company.  The Company expressly
     acknowledges that Cause will not exist merely
     because of a failure of the Company or its
     affiliates to meet budgeted results.

          (ii) A termination of the Executive's
     employment for Cause shall be effected only in
     accordance with the following procedures.  The
     Company shall give the Executive written notice
     ("Notice of Termination for Cause") of its intention
     to terminate the Executive's employment for Cause,
     setting forth in reasonable detail the specific
     conduct of the Executive that it considers to
     constitute Cause and the specific provision(s) of
     this Agreement on which it relies.  The Executive
     shall have 30 days after receiving the Notice of
     Termination for Cause in which to cure such act or
     failure.  If the Executive fails to cure such act or
     failure to the reasonable satisfaction of the Board,
     the Company shall give the Executive a second
     written notice stating the date, time and place of a
     special meeting of the Board called and held
     specifically for the purpose of considering the
     Executive's termination for Cause, which special
     meeting shall take place not less than ten and not
     more than twenty business days after the Executive
     receives notice thereof.  The Executive shall be
     given an opportunity, together with counsel, to be
     heard at the special meeting of the Board.  The
     Executive's termination for Cause shall be effective
     when and if a resolution is duly adopted at such
     special meeting by the affirmative vote of at least
     2/3  of the Board stating that in the good faith
     opinion of the Board, the Executive is guilty of the
     conduct described in the Notice of Termination for
     Cause and that such conduct constitutes Cause under
     this Agreement.

          (iii)     Any termination of the Executive's
     employment without Cause shall be approved, for so
     long as the By-laws contain the provision described
     in Section 2(f) above, by at least a Qualified
     Majority of the Board and, at all other times, by at
     least a majority of the full membership of the
     Board.  Termination without Cause shall be
     communicated to the Executive by written notice
     specifying the effective date of termination, which
     date shall be not less than 30 days after the
     delivery of such notice, and that such termination
     is without Cause for purposes of this Agreement.

          (c)  Good Reason.

          (i)  The Executive may terminate his employment
     for Good Reason or without Good Reason.  For purpose
     of this Agreement, AGood Reason@ shall mean:

               (A)  any adverse change in the Executive=s
          titles, authority, duties, responsibilities and
          reporting lines as specified in Section 2(a) of
          this Agreement or the assignment to the
          Executive of any duties or responsibilities
          inconsistent in any respect with those
          customarily associated with the position to be
          held by the Executive pursuant to this
          Agreement;

               (B)  the failure by the Board to nominate
          the Executive for reelection to the Board at
          any annual meeting of the Company's
          shareholders during the Employment Period at
          which the Executive's term as a director is
          scheduled to expire;

               (C)  except as otherwise expressly
          provided herein, the appointment at any time
          during the Employment Period of any person
          other than the Executive to (x) the position of
          Chief Executive Officer, or (y) any other
          position or title conferring similar status or
          authority;

               (D)  the failure by the Company to
          maintain the provisions of the By-laws
          specified in Section 2(f) for the respective
          periods specified in the By-laws as of the date
          hereof;

               (E)  any failure by the Company to comply
          with any provision of Section 3 of this
          Agreement;

               (F)  any requirement by the Company that
          the Executive's services be rendered primarily
          at a location or locations other than that
          provided for in Section 2(e);

               (G)  any purported termination of the
          Executive's employment by the Company for a
          reason or in a manner not expressly permitted
          by this Agreement;

               (H)  any failure  by the Company to comply
          with Section 10(c) of this Agreement; or

               (I)  any other material breach of this
          Agreement by the Company that either is not
          taken in good faith or, even if taken in good
          faith, is not remedied by the Company promptly
          after receipt of notice thereof from the
          Executive.

     Following a Change in Control, the Executive's
     determination that an act or failure to act
     constitutes Good Reason shall be presumed to be
     valid unless such determination is deemed to be
     unreasonable by an arbitrator.

          (ii) A termination of employment by the
     Executive for Good Reason shall be effectuated by
     giving the Company written notice ("Notice of
     Termination for Good Reason") of the termination,
     setting forth in reasonable detail the specific acts
     or omissions of the Company that constitute Good
     Reason and the specific provision(s) of this
     Agreement on which the Executive relies.  The
     Company shall have 30 days from the receipt of such
     Notice of Termination for Good Reason to cure the
     conduct cited therein.  A termination of employment
     by the Executive for Good Reason shall be effective
     on the final day of such 30-day cure period unless
     prior to such time the Company has cured the
     specific conduct asserted by the Executive to
     constitute Good Reason to the reasonable
     satisfaction of the Executive (unless the notice
     sets forth a later date (which date shall in no
     event be later than 30 days after the notice is
     given) as of which such termination shall be effec
     tive).

          (iii)     A termination of the Executive=s
     employment by the Executive without Good Reason
     shall be effected by giving the Company written
     notice specifying the effective date of termination
     and that such termination is without Good Reason for
     purposes of this Agreement.

          (d)  Date of Termination.     The "Date of
Termination" means the date of the Executive's death, the
Disability Effective Date, the date on which the
termination of the Executive's employment by the Company
for Cause or without Cause or by the Executive for Good
Reason is effective, or the effective date specified in a
notice of a termination of employment without Good Reason
from the Executive to the Company, as the case may be.


          5.   Obligations of the Company upon
Termination.

          (a)  Good Reason; Other Than for Cause.  If,
during the Employment Period, the Company shall terminate
the Executive=s employment other than for Cause, death or
Disability, or the Executive shall terminate his
employment for Good Reason:

          (i)  the Company shall pay to the Executive in
     a lump sum in cash, within 10 days after the Date of
     Termination, the aggregate of the amounts set forth
     in clauses A, B and C below:

               (A)  The sum of:

                    (1)  the Executive=s Annual Base
                         Salary through the Date of
                         Termination to the extent not
                         theretofore paid;

                    (2)  the product of (x) the greater
                         of (i) the highest annual bonus
                         paid or payable to the Executive
                         by the Company and its
                         affiliated companies, including
                         by reason of any deferral, in
                         respect of the three fiscal
                         years immediately preceding the
                         fiscal year in which occurs the
                         Date of Termination or (ii) the
                         "target" annual bonus as in
                         effect under the Company=s
                         annual incentive plan for the
                         fiscal year in which occurs the
                         Date of Termination (the
                         "Highest Bonus") and (y) a
                         fraction, the numerator of which
                         is the number of days in the
                         current calendar year through
                         the Date of Termination, and the
                         denominator of which is 365; and

                    (3)  any accrued vacation pay;

                    in each case to the extent not
                    theretofore paid (the sum of the
                    amounts  described in clauses (1),
                    (2) and (3) shall be hereinafter
                    referred to as the AAccrued Obliga
                    tions@);

               (B)  the amount equal to the product of
                    (1) three and (2) the sum of (x) the
                    Executive=s Annual Base Salary and
                    (y) the Highest Bonus; and

               (C)  an amount equal to the excess of

                    (1)  the actuarial equivalent of the
                         benefit under the Company's
                         applicable qualified defined
                         benefit retirement plan in which
                         the Executive is participating
                         immediately prior to his Date of
                         Termination (the "Retirement
                         Plan") (utilizing the rate used
                         to determine lump sums and, to
                         the extent applicable, other
                         actuarial assumptions no less
                         favorable to the Executive than
                         those in effect under E Corp's
                         tax-qualified defined benefit
                         pension plan immediately prior
                         to the Effective Time) and any
                         SERPs in which the Executive
                         participates which the Executive
                         would receive if the Executive's
                         employment continued for three
                         additional years beyond the Date
                         of Termination (or, if later,
                         until the Executive attains age
                         55), assuming for this purpose
                         that all accrued benefits are
                         fully vested, and, assuming that
                         the Executive=s compensation for
                         such deemed additional period
                         was the Executive=s Annual Base
                         Salary as in effect immediately
                         prior to the Date of Termination
                         and assuming a bonus in each
                         year during such deemed
                         additional period equal to the
                         Highest Bonus, over

                    (2)  the actuarial equivalent of the
                         Executive=s actual benefit (paid
                         or payable), if any, under the
                         Retirement Plan and the SERPs as
                         of the Date of Termination
                         (utilizing the rate used to
                         determine lump sums and, to the
                         extent applicable, other
                         actuarial assumptions no less
                         favorable to the Executive than
                         those in effect under E Corp's
                         tax-qualified defined benefit
                         pension plan immediately prior
                         to the Effective Time);

          (ii) any stock awards, stock options, stock
     appreciation rights or other equity-based awards
     that were outstanding immediately prior to the Date
     of Termination (APrior Stock Awards@) shall vest
     and/or become exercisable, as the case may be, as of
     the Date of Termination, and the Executive shall
     have the right to exercise any such stock option,
     stock appreciation right or other exercisable
     equity-based award until the earlier of (A) three
     years from the Date of Termination (or such longer
     period as may be provided under the terms of any
     such stock option, stock appreciation right or other
     equity-based award) and (B) the normal expiration
     date of such stock option, stock appreciation right
     or other equity-based award;

          (iii)     for three years after the Executive=s
     Date of Termination or such longer period as may be
     provided by the terms of the appropriate plan,
     program, practice or policy, the Company shall
     continue benefits to the Executive and/or the
     Executive=s family at least equal to those which
     would have been provided to them in accordance with
     the welfare plans, programs, practices and policies
     described in Section 3(d) of this Agreement if the
     Executive=s employment had not been terminated or,
     if more favorable to the Executive, as in effect
     generally at any time thereafter with respect to
     other peer executives of the Company and its
     affiliated companies and their families, provided,
     however, that if the Executive becomes reemployed
     with another employer and is eligible to receive
     medical or dental benefits under another employer
     provided plan, the medical and dental benefits
     described herein shall be secondary to those
     provided under such other plan during such
     applicable period of eligibility.  For purposes of
     determining eligibility (but not the time of
     commencement of benefits) of the Executive for
     retiree benefits pursuant to such plans, practices,
     programs and policies, the Executive shall be
     considered to have remained employed until three
     years after the date of Termination and to have
     retired on the last day of such period; and

          (iv) to the extent not theretofore paid or
     provided, the Company shall timely pay or provide to
     the Executive any other amounts or benefits required
     to be paid or provided or which the Executive is
     entitled to receive under any plan, program, policy,
     practice, contract or agreement of the Company and
     its affiliated companies (such other amounts and
     benefits shall be hereinafter referred to as the
     AOther Benefits@).

          (b)  Cause; Other than for Good Reason. If the
Executive=s employment shall be terminated for Cause
during the Employment Period, or if the Executive
voluntarily terminates employment during the Employment
Period, excluding a resignation for Good Reason, this
Agreement shall terminate without further obligations to
the Executive other than for amounts described in
Sections  5(a)(i)(A)(1) and 5(a)(i)(A)(3), which amounts
shall be paid to the Executive in a lump sum within 30
days of the Date of Termination, and the payment or
provision of Other Benefits in accordance with their
terms.

          (c)  Death.  If the Executive=s employment
terminates by reason of the Executive=s death during the
Employment Period, the Company shall pay or provide, as
applicable, to the Executive's estate or beneficiary, as
applicable, (i) all amounts and benefits that would have
been paid or provided to or on behalf of the Executive
had the Executive terminated his employment for Good
Reason on the Date of Termination and (ii) all Accrued
Obligations as of the Date of Termination in a lump sum
in cash within 30 days of the Date of Termination, and
the Executive=s estate or beneficiary shall be entitled
to any Other Benefits in accordance with their terms.
Any Prior Stock Awards shall vest and/or become
exercisable, as the case may be, as of the Date of
Termination and the Executive=s estate or beneficiary, as
the case may be, shall have the right to exercise any
such stock option, stock appreciation right or other
exercisable equity-based award until the earlier of (A)
one year from the Date of Termination (or such longer
period as may be provided under the terms of any such
stock option, stock appreciation right or other
equity-based award) and (B) the normal expiration date of
such stock option, stock appreciation right or other
equity-based award.

          (d)  Disability.  If the Executive=s employment
is terminated by reason of Disability during the
Employment Period, the Company shall pay or provide, as
applicable, to the Executive (i) all amounts and benefits
that would have been paid or provided to or on behalf of
the Executive had the Executive terminated his employment
for Good Reason on the Date of Termination and (ii) all
Accrued Obligations as of the Date of Termination in a
lump sum in cash within 30 days of the Date of
Termination, and the Executive shall be entitled to any
Other Benefits in accordance with their terms.  Any Prior
Stock Awards shall vest immediately and/or become
exercisable, as the case may be, and the Executive shall
have the right to exercise any such stock option, stock
appreciation right or other exercisable equity-based
award until the earlier of (A) one year from the Date of
Termination (or such longer period as may be provided
under the terms of any such stock option, stock
appreciation right or other equity-based award) and (B)
the normal expiration date of such stock option, stock
appreciation right or other equity-based award.

          (e)  Retirement.  If the Executive's employment
terminates at the expiration of the Employment Period,
the Executive shall be paid the Accrued Obligations in a
lump sum in cash within 30 days of the Date of
Termination and the Executive shall be entitled to any
Other Benefits in accordance with their terms.

          6.   Change in Control.

          (a)  Benefits Upon a Change in Control.  The
Executive=s rights upon a termination of employment that
occurs following a Change in Control shall be as
specified in Section 5 generally for termination of
employment.  In addition, notwithstanding anything else
in this Agreement, a termination by the Executive for any
reason during the 30-day period immediately following the
first anniversary of the occurrence of the Change in
Control shall be deemed to be a termination for Good
Reason for all purposes of this Agreement.

          (b)  Definition.  For purposes of this
Agreement, a AChange in Control@ shall mean the
occurrence of any of the following events after the
Effective Time:

               (i)  the purchase or other acquisition by
     any person, entity or group of persons, acting in
     concert within the meaning of Sections 13(d) or
     14(d) of the Securities Exchange Act of 1934, or any
     comparable successor provisions, of beneficial
     ownership (within the meaning of Rule 13d-3
     promulgated under the Act) of twenty-five percent
     (25%) or more of either the shares of common stock
     outstanding immediately following such acquisition
     or the combined voting power of the Company's voting
     securities entitled to vote generally and
     outstanding immediately following such acquisition,
     other than any such purchase or acquisition in
     connection with a Non-CIC Merger (defined in
     subsection (ii) below);

               (ii) the consummation of a merger or
     consolidation of the Company, or any direct or
     indirect subsidiary of the Company with any other
     corporation, other than a Non-CIC Merger, which
     shall mean a merger or consolidation immediately
     following which the individuals who comprise the
     Board of Directors immediately prior thereto
     constitute at least a majority of the Board of
     Directors, or the board of directors of the entity
     surviving such merger or consolidation, or the board
     of directors of any parent thereof;

               (iii)     the stockholders of the Company
     approve a plan of complete liquidation or
     dissolution of the Company or there is consummated
     an agreement for the sale or disposition by the
     Company of all or substantially all of the Company=s
     assets; or

               (iv) the following individuals cease for
     any reason to constitute a majority of the number of
     directors then serving: individuals who, at the
     Effective Time, constitute the Board of Directors
     and any new director (other than a director whose
     initial assumption of office is in connection with
     an actual or threatened election contest, including
     but not limited to a consent solicitation, relating
     to the election of directors of the Company) whose
     appointment or election by the Board of Directors or
     nomination for election by the Company's
     stockholders was approved or recommended by a vote
     of at least two-thirds (2/3) of the directors then
     still in office who either were directors at the
     Effective Time or whose appointment, election or
     nomination for election was previously so approved
     or recommended, cease for any reason to constitute
     at least a majority thereof.

     Notwithstanding the foregoing, no Change in Control
     shall be deemed to occur solely by virtue of the
     consummation of any transaction or series of
     integrated transactions immediately following which
     the record holders of the common stock of the
     Company immediately prior to such transaction or
     series of transactions continue to have
     substantially the same proportionate ownership in an
     entity which owns all or substantially all of the
     assets of the Company immediately following such
     transaction or series of transactions.

          7.   Confidential Information.

          The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to
the Company or any of its affiliated companies, and their
respective businesses, which shall have been obtained by
the Executive during the Executive's employment by the
Company or any of its affiliated companies and which
shall not be or become public knowledge (other than by
acts by the Executive or representatives of the Executive
in violation of this Agreement).  After termination of
the Executive's employment with the Company, the
Executive shall not, without the prior written consent of
the Company or as may otherwise be required by law or
legal process, communicate or divulge any such
information, knowledge or data to anyone other than the
Company and those designated by it, except (x) otherwise
publicly available information, or (y) as may be
necessary to enforce his rights under this Agreement or
necessary to defend himself against a claim asserted
directly or indirectly by the Company or its affiliates.

          8.   Full Settlement.

          (a)  No Duty to Mitigate; No Reduction.  The
Company=s obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the
Executive or others.  In no event shall the Executive be
obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement
and, except as specifically provided in Section 5(a)(iii)
with respect to certain medical and dental benefits, such
amounts shall not be reduced whether or not the Executive
obtains other employment.

          (b)  Non-exclusivity of Rights.  Nothing in the
Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its
affiliated companies for which the Executive may qualify,
nor, subject to Section 12(h), shall anything in this
Agreement limit or otherwise affect such rights as the
Executive may have under any contract or agreement with
the Company or any of its affiliated companies.  Vested
benefits and other amounts that the Executive is
otherwise entitled to receive under any plan, policy,
practice or program of, or any contract of agreement
with, the Company or any of its affiliated companies on
or after the Date of Termination shall be payable in
accordance with the terms of each such plan, policy,
practice, program, contract or agreement, as the case may
be, except as explicitly modified by this Agreement.

          9.   Disputes

          Any dispute about the validity, interpretation,
effect or alleged violation of this Agreement shall be
resolved by binding confidential arbitration to be held
in Palm Beach, Florida, in accordance with the Commercial
Arbitration Rules of the American Arbitration
Association.  Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having
jurisdiction thereover.  The Company shall pay all costs
and expenses incurred by the Executive or the Executive=s
beneficiaries in connection with any such controversy or
dispute, including without limitation reasonable
attorney=s fees as such fees and expenses are incurred,
except that the Executive shall be responsible for any
such costs and expenses incurred in connection with any
claim determined by the arbitrator(s) to have been
brought in bad faith.  The Company shall bear its own
costs and expenses incurred in connection with any such
controversy or dispute. The Executive shall be entitled
to interest at the applicable Federal rate provided for
in Section 7872 (f) (2)(A) of the Internal Revenue Code
of 1986, as amended (the ACode@), on any delayed payment
which the arbitrator(s) determine he was entitled to
under this Agreement.

          10.  Successors.

          (a)  No Assignment by Executive.  This
Agreement is personal to the Executive and without the
prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the
laws of descent and distribution.  This Agreement shall
inure to the benefit of and be enforceable by the
Executive=s legal representatives.

          (b)  Successors to the Company.  This Agreement
shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

          (c)  Performance by a Successor to the Company.
The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business
and/or assets of the Company, contemporaneously with such
succession, to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such
succession had taken place.  As used in this Agreement,
ACompany@ shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.

          11.  Certain Additional Payments by the
Company.

          (a)  If any of the payments or benefits
received or to be received by a Participant in connection
with a Change in Control or the Participant=s termination
of employment (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement
with a System Company) (all such payments and benefits,
excluding the Gross-Up Payment, being hereinafter
referred to as the ATotal Payments@) will be subject to
any excise tax imposed under Section 4999 of the Code
(AExcise Tax@), the Employer shall pay to the Participant
an additional amount  (the AGross-Up Payment@) such that
the net amount retained by the Participant, after
deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to
the Total Payments.

          (b)  For purposes of determining whether any of
the Total Payments will be subject to the Excise Tax and
the amount of such Excise Tax, (1) all of the Total
Payments shall be treated as Aparachute payments@ (within
the meaning of Section 280G(b)(2) of the Code) unless, in
the opinion of tax counsel (ATax Counsel@) reasonably
acceptable to the Participant and selected by the
accounting firm which was, immediately prior to the
Change in Control Period, the Company=s independent
auditor (the AAuditor@), such payments or benefits (in
whole or in part) do not constitute parachute payments,
including by reason of Section 280G(b)(4)(A) of the Code;
(2) all Aexcess parachute payments@ (within the meaning
of Section 280G(b)(1) of the Code shall be treated as
subject to the Excise Tax unless, in the opinion of Tax
Counsel, such excess parachute payments (in whole or in
part) represent reasonable compensation for services
actually rendered (within the meaning of Section
280G(b)(4)(B) of the Code) in excess of the ABase Amount@
(within the meaning of Section 280G(b)(3) of the Code)
allocable to such reasonable compensation, or are
otherwise not subject to the Excise Tax; and (3) the
value of any noncash benefits or any deferred payment or
benefit shall be determined by the Auditor in accordance
with the principles of Sections 280G(d)(3) and (4) of the
Code.  For purposes of determining the amount of the
Gross-Up Payment, the Participant shall be deemed to pay
federal income tax at the highest marginal rate of
federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income
taxes at the highest marginal rate of taxation in the
state and locality of the Participant=s residence on the
Date of Termination (or if there is no Date of
Termination, then the date on which the Gross-Up Payment
is calculated for purposes of this Section 4.03(c)), net
of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local
taxes.

          (c)  In the event that the Excise Tax is
finally determined to exceed the amount taken into
account hereunder in calculating the Gross-Up Payment
(including by reason of any payment the existence or
amount of which cannot be determined at the time of the
Gross-Up Payment), the Employer shall make additional
Gross-Up Payment in respect of such excess (plus any
interest, penalties or additions payable by the
Participant with respect to such excess) within five (5)
business days following the time that the amount of such
excess is finally determined.  The Participant and the
Employer shall each reasonably cooperate with the other
in connection with any administrative or judicial
proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total
Payments.

          (d)  The payments provided in this subsection
4.03(c) shall be made not later than the 5th day
following the Date of Termination; provided, however,
that if the amounts of such payments cannot be finally
determined on or before such day, the Employer shall pay
to the Participant on such day an estimate, in accordance
with this subsection 4.03(c), of the minimum amount of
such payments to which the Participant is clearly
entitled and shall pay the remainder of such payments
(together with interest on the unpaid remainder (or on
all such payments to the extent the Employer fails to
make such payments when due) at 120% of the rate provided
in Section 1274(b)(2)(B) of the Code) as soon as the
amount thereof can be determined but in no event later
than the thirtieth (30th) day after the Date of Termi
nation.

          12.  Miscellaneous.

          (a)  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of
the State of Florida applicable to agreements executed
and performed entirely therein.  The captions of this
Agreement are not part of the provisions hereof and shall
have no force or effect.  This Agreement may not be
amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective
successors and legal representatives.

          (b)  Notices.  All notices and other
communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by
registered or certified mail, return receipt requested,
postage prepaid, addressed to such address as either
party shall have furnished to the other in writing in
accordance herewith.  Notice and communications shall be
effective when actually received by the addressee.

          (c)  Invalidity.  The invalidity or
unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other
provision of this Agreement.  If any provision of this
Agreement shall be held invalid or unenforceable in part,
the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and
effect to the fullest extent consistent with law.

          (d)  Tax Withholding.  Notwithstanding any
other provision of this Agreement, the Company may
withhold from any amounts payable under this Agreement
such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or
regulation.

          (e)  Failure to Assert Rights.  The Executive=s
or the Company=s failure to insist upon strict compliance
with any provisions of, or to assert any right under,
this Agreement shall not be deemed to be a waiver of such
provision or right or of any other provision of or right
under this Agreement.

          (f)  No Alienation.  The rights and benefits of
the Executive under this Agreement may not be
anticipated, assigned, alienated or subject to
attachment, garnishment, levy, execution or other legal
or equitable process except as required by law.  Any
attempt by the Executive to anticipate, alienate, assign,
sell, transfer, pledge, encumber or charge the same shall
be void.  Payments hereunder shall not be considered
assets of the Executive in the event of insolvency or
bankruptcy.

          (g)  Counterparts.  This Agreement may be
executed in several counterparts, each of which shall be
deemed an original, and said counterparts shall
constitute but one and the same original.

          (h)  Other Agreements.  This Agreement
supercedes any other agreements or representations, oral
or otherwise, express or implied, with respect to the
subject matter hereof which have been made by either
party.



          IN WITNESS WHEREOF, the Executive and, pursuant
to due authorization from its Board of Directors, the
Company have caused this Agreement to be executed as of
the day and year first above written.



                              EXECUTIVE


                              ___________________________




                              COMPANY


                              By:________________________





















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</DOCUMENT>
</SEC-DOCUMENT>
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