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<SEC-DOCUMENT>0000065984-06-000133.txt : 20060328
<SEC-HEADER>0000065984-06-000133.hdr.sgml : 20060328
<ACCEPTANCE-DATETIME>20060328151648
ACCESSION NUMBER:		0000065984-06-000133
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20060322
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060328
DATE AS OF CHANGE:		20060328

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10764
		FILM NUMBER:		06714808

	BUSINESS ADDRESS:	
		STREET 1:		425 WEST CAPITOL AVE
		STREET 2:		40TH FLOOR
		CITY:			LITTLE ROCK
		STATE:			AR
		ZIP:			72201
		BUSINESS PHONE:		501-377-4000

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARKANSAS POWER & LIGHT CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
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<FILENAME>a03706.htm
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<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Washington, D.C.  20549</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">FORM 8-K<br>
CURRENT REPORT</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Pursuant to Section 13 or 15(d) of the<br>
Securities Exchange Act of 1934</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Date of Report (Date earliest event reported) March 22, 2006</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
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<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=625 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>Commission<br>
<U>File Number</U></FONT></P>
  </TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Registrant, State of Incorporation,<br>
<U>Address and Telephone Number</P>
</U></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>I.R.S. Employer<br>
<U>Identification No.</U></FONT></P>
  </TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=3><P>1-10764</FONT></TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=3><P>ENTERGY ARKANSAS, INC.<br>
(An Arkansas corporation)<br>
425 West Capitol Avenue, 40<SUP>th</SUP> Floor<br>
Telephone (501) 377-4000</P>
</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=3><P>71-0005900</FONT></TD>
</TR>
</TABLE>


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<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P>Item 5.03. &#9;Amendments to Articles of Incorporation.</P>

<P>&#9;</B>On March 22, 2006, Entergy Arkansas, Inc. (&quot;EAI&quot; or the &quot;Company&quot;) filed with the Secretary of State of the State of Arkansas, Articles of Amendment to its Amended and Restated Articles of Incorporation.  The Articles of Amendment create and provide the distinguishing characteristics of EAI's 6.45% Preferred Stock, Cumulative, $25 Par Value, which amendment was effective upon filing with the Arkansas Secretary of State. The amendment is attached hereto as Exhibit 3(i). The Amended and Restated Articles of Incorporation of EAI, as they have been amended by this amendment, is attached to this Report as Exhibit 3(ii). </P>

<P>&nbsp;</P>
<B><P>Item 9.01.&#9;Financial Statements, Pro Forma Financial Statements and Exhibits</P>
</B>
<P>&#9;(c) Exhibits.</P>

<P ALIGN="LEFT">
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<TR><TD WIDTH="21%" VALIGN="TOP">
<U><P ALIGN="CENTER">Exhibit No.</U></TD>
<TD WIDTH="79%" VALIGN="TOP">
<U><P ALIGN="CENTER">Description</U></TD>
</TR>
<TR><TD WIDTH="21%" VALIGN="TOP">
<P ALIGN="CENTER">3(i)</TD>
<TD WIDTH="79%" VALIGN="TOP">
<P>Articles of Amendment effective March 22, 2006, to the Company's Amended and Restated Articles of Incorporation. </TD>
</TR>
<TR><TD WIDTH="21%" VALIGN="TOP">
<P ALIGN="CENTER">3(ii)</TD>
<TD WIDTH="79%" VALIGN="TOP">
<P>Amended and Restated Articles of Incorporation of Entergy Arkansas, Inc., as amended, effective March 22, 2006.</TD>
</TR>
<TR><TD WIDTH="21%" VALIGN="TOP">
<P ALIGN="CENTER">99.1</TD>
<TD WIDTH="79%" VALIGN="TOP">
<P>Underwriting Agreement effective as of March 20, 2006 by and among Entergy Arkansas, Inc. and Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto, relating to the issuance and sale by Entergy Arkansas, Inc. of 3,000,000 shares of its 6.45% Preferred Stock, Cumulative, $25 Par Value on March 24, 2006 pursuant to a Prospectus Supplement dated March 20, 2006 to a Prospectus dated March 16, 2006 in Registration Statement File No. 333-127780.</P>
</TD>
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</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">SIGNATURE</P>

<P>&nbsp;</P>
<P>&#9;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.  </P>

<P>&nbsp;</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;Entergy Arkansas, Inc.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;By:<U>  /s/ Nathan E. Langston<br>
</U>Nathan E. Langston<br>
Senior Vice President and <br>
Chief Accounting Officer</P>

<P>Dated: March 28, 2006</P></BODY>
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<B><P ALIGN="right">Exhibit 3(i)</P>
<P ALIGN="CENTER">ARTICLES OF AMENDMENT<br>
OF THE AMENDED AND RESTATED <br>
ARTICLES OF INCORPORATION OF<br>
ENTERGY ARKANSAS, INC.</P>
</B>
<P ALIGN="JUSTIFY">&#9;The undersigned, duly authorized to so act on behalf of Entergy Arkansas, Inc., a corporation duly organized, created and existing under and by virtue of the laws of the State of Arkansas (the "Corporation"), hereby certifies, with respect to the adoption of these Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation, that:</P>
<P ALIGN="JUSTIFY"></P>
<OL>

<LI>The name of the Corporation is Entergy Arkansas, Inc.</LI></OL>

<P ALIGN="JUSTIFY">
<OL start="2">

<LI>The Amended and Restated Articles of Incorporation of the Corporation are hereby amended by adding a new subsection (28) of paragraph (c), Article FIFTH: <U>Authorized Shares and Rights of Shareholders.</U> thereof to read as follows:</LI><P>(28) 3,000,000 shares of the Corporation's $25 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $25 Preferred Stock of the Corporation which shall:</P>
<P>(A) be designated "6.45 % Preferred Stock, Cumulative, $25 Par Value"; </P>
<P>(B) have a dividend rate of $1.6125 per share per annum payable quarterly on January 1, April 1, July 1 and October 1of each year, the first dividend date to be July 1, 2006,  and such dividends to be cumulative from the date of issuance; </P>
<P>(C) be subject to redemption at the price of $25 per share plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption (except that no share of the 6.45 %Preferred Stock, Cumulative, $25 Par Value, shall be redeemed on or before April 1, 2011);</P>
<P ALIGN="JUSTIFY"><LI>The foregoing amendment to the Amended and Restated Articles of Incorporation of the corporation was set forth in a resolution duly adopted on March 20, 2006 by the Board of Directors of the Corporation without vote of the common shareholder pursuant to Ark. Code Ann.
Section 4-27-602 in order to establish a new series of the Preferred Stock of the Corporation.</LI></OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The Corporation has caused the foregoing Articles of Amendment to be executed by the undersigned authorized officer, who hereby verifies that the statements contained in the foregoing Articles of Amendment are true and correct to the best of his knowledge and belief, on this 21st day of March, 2006.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;&#9;&#9;<U>
/s/Robert D. Sloan<br>
</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;&#9;&#9;Robert D. Sloan<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;&#9;&#9;Secretary</P>

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<FILENAME>a037063ii.htm
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<B><FONT FACE="Times New Roman"><P ALIGN="right">Exhibit 3(ii)</P>
</FONT><P ALIGN="CENTER">AMENDED AND RESTATED <br>
ARTICLES OF INCORPORATION<br>
OF<br>
ENTERGY ARKANSAS, INC.</P>
</B>
<P>These Amended and Restated Articles of Incorporation, duly adopted pursuant to the authority and provisions of Title 4, Chapter 27 of the Arkansas Code of 1987 Annotated, amend, restate, integrate and supersede the existing Amended and Restated Articles of Incorporation and all amendments thereto.</P>

<P ALIGN="JUSTIFY">&#9;FIRST:  <U>Name</U>. The name of the Corporation is Entergy Arkansas, Inc.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;SECOND:  <U>Adoption of Arkansas Business Corporation Act</U>. The provisions of Title 4, Chapter 27 of the Arkansas Code of 1987 Annotated, as may be amended or otherwise modified (the "Arkansas Business Corporation Act"), shall apply to the Corporation and to these Amended and Restated Articles of Incorporation. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;THIRD:  <U>Purposes</U>. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Arkansas Business Corporation Act. The primary purpose for which the Corporation is organized, which is provided for informational purposes-only and shall not limit the purposes provided in the Arkansas Business Corporation Act, is to engage in the business of constructing, holding, operating, and maintaining (i) telephone, telegraph, radio, wireless and other systems, facilities, structures and devices for the receipt and transmission of sounds and signals, (ii) inter-urban, city and street railways, railroads, and bus lines, and (iii) systems, facilities, structures and devices for the manufacture, production, transmission, distribution, control, storage, purchase, sale, supply and application of electricity, gas, water, steam, ice, refrigeration, and power. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;FOURTH:  <U>Powers</U>. The Corporation shall have and exercise all of the powers conferred upon corporations by virtue of their existence under, and as authorized by, the Arkansas Business Corporation Act, as may be amended or otherwise modified. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;FIFTH:  <U>Authorized Shares and Rights of Shareholders</U>. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(a)  The total number of shares of capital stock which the Corporation shall have authority to issue is 352,730,000, which shall consist of one class of 325,000,000 shares of common stock of the par value of $0.01 per share ("Common Stock") and three classes of preferred stock consisting of 15,000,000 shares of preferred stock of the par value of $0.01 per share ("Class A Preferred Stock"), 3,730,000 shares, of preferred stock of the par value of $100 per share ("$100 Preferred Stock"), and 9,000,000 shares of preferred stock of the par value of $25 per share ("$25 Preferred Stock"), which three classes of preferred stock may be collectively referred to as "Preferred Stock."</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)  The Board of Directors of the Corporation is authorized, subject to the limitations prescribed by the Arkansas Business Corporation Act and the provisions of this Article FIFTH, to provide for the issuance of the shares of Preferred Stock in series, and, by filing articles of amendment pursuant to the Arkansas Business Corporation Act, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and. the qualifications, limitations or restrictions thereof.  The authority of the Board of Directors with respect to each such series shall include determination of only the following:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(1)  The number of shares constituting that series and the distinctive designation of that series;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(2)  The dividend rate, or the method of calculation thereof, on the shares of that series, the dates on which dividends shall be paid in each year or the method of determination thereof, and the date from which such dividends shall commence to accumulate:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(3)  Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(4)  Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(5)  Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(6)  The amount payable on the shares of that series in the event of voluntary or, in the case of the Class A Preferred stock, involuntary liquidation, dissolution or winding up of the Corporation.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Class A Preferred Stock, the $100 Preferred Stock and the $25 Preferred Stock shall have the same rank and shall be identical with each other, except as to matters relating to the par values thereof, the variations between the respective series thereof, and the voting entitlement of the respective shares thereof in cases when the shares of two or more classes of Preferred Stock are required to vote together as a voting group or one or more classes of Preferred Stock are required to vote together with the Common Stock as a voting group. The shares of all series within a class of Preferred Stock shall have the same rank, shall be identical with each other, and shall have the same relative rights, except as to those characteristics described in clauses l through 6 above. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(c)  Subject to the foregoing, the distinguishing characteristics of the Preferred Stock shall be:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(1)  Each series of the Preferred Stock, <U>pari</U> <U>passu</U> with all shares of Preferred Stock of any class or series then outstanding, shall be entitled, but only when and as declared by the Board of Directors out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate stated and expressed with respect to such series by these Amended and Restated Articles of Incorporation or by the articles of amendment creating such series; such dividends to be cumulative from such date and payable on such dates in each year as may be stated and expressed in these Amended and Restated Articles of Incorporation or such articles of amendment to stockholders of record as of a date not to exceed forty (40) days and not less than ten (10) days preceding the dividend payment dates so fixed. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(2)  (A)  When dividends payable on any shares of the Preferred Stock at any time outstanding shall be in arrears in an amount equal to or greater than the aggregate dividends accumulated on the outstanding Preferred Stock in any period of twelve (12) months, and thereafter until all dividends on any such Preferred Stock in arrears shall have been paid or declared and set apart for payment, the holders of Preferred Stock, voting together as a voting group, to the exclusion of the holders of Common Stock, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors (the "Preferred Directors"), and except as provided in subparagraph (B) below, the holders of Common Stock, voting together as a voting group, to the exclusion of the holders of Preferred Stock, shall be entitled to elect the remaining directors of the Corporation (the "Remaining Directors"). The terms of office, as directors, of all persons who may be directors of 
the Corporation at the time shall terminate upon the election of the Preferred Directors, except that if the holders of Common Stock shall not have elected the Remaining Directors then, and only in that event, the directors of the Corporation in office just prior to the election of the Preferred Directors shall elect the Remaining Directors. Thereafter, while such arrearage continues, the Remaining Directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  Accumulations of dividends on any shares of the Preferred Stock shall not bear interest. If and when all dividends in arrears on the Preferred Stock shall be paid in full, or declared and set apart for payment (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the vesting of such special voting right in the holders of the Preferred Stock, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like arrearage or arrearages in the payment of dividends thereon as described in subparagraph (A) above. When all dividends in arrears on the Preferred Stock shall have been paid in full, or declared and
 set apart for payment, the terms of office of all Preferred Directors shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the Remaining Directors. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  Except as provided in Article SEVENTH hereof, in case of any vacancy in the office of a director occurring among the Preferred Directors the remaining Preferred Directors by affirmative vote of a majority thereof, or the remaining Preferred Director, if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the Preferred Director or Directors whose place or places shall be vacant. Likewise, except as provided in Article SEVENTH hereof, in case of any vacancy in<I> </I>the office of a director occurring among the Remaining Directors the holders of the Common Stock, by affirmative vote of a majority thereof, shall elect a successor or successors to hold office for the unexpired term or terms of the Remaining Director or Director whose place or places shall be vacant.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(D)  Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors it shall be the duty of the President, a Vice-President or the Secretary of the Corporation to call and cause notice to be given to the stockholders entitled to vote at a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five (45) nor more than ninety (90) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on any shares of Preferred Stock are in arrears in an amount equal to or greater than the aggregate dividends accumulated on the outstanding Preferred Stock in any period of twelve (12) months, the holders of Preferred Stock, voting together as a voting group, to the exclusion of holde
rs of Common Stock, have the right to elect the smallest number of directors necessary to constitute a majority of the full Bard of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of Preferred Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent of the Preferred Stock, and (iii) either the entirety of this paragraph (2) or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right to elect directors ("First Meeting"), the presence in person or by proxy of the holders of a majority of the votes entitled to be cast by the Common Stock s
hall be required to constitute a quorum of such voting group for the election of directors, and the presence in person or by proxy of the holders of a majority of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of such voting group for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but the holders of a majority of the votes entitled to be cast by the Preferred Stock which are represented at the meeting shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for ("Adjourned Meeting"); and provided, further, that at such Adjourned Meeting the presence in person or by proxy of the holders of thirty-five percent (35%) of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of
 such voting group far the election of directors. In the event such First Meeting of stockholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten (10) days from the date on which such First Meeting shall have been adjourned, to cause notice of such Adjourned Meeting to be given to the stockholders entitled to vote thereat, such Adjourned Meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice. Such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such First Meeting of stockholders, and shall further set forth that a quorum was not present at such First Meeting and that the holders of thirty-five percent (35%) of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of such voting group for the election of directors at such Adjourned Meeting. If the req
uisite quorum of holders of the Preferred Stock shall not be present at such Adjourned Meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof, and until their successors shall have been, elected and shall qualify. Neither such First Meeting nor such Adjourned Meeting shall be held on a date within ninety (90) days before the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock shall have the right to elect Preferred Directors, the foregoing provisions of this paragraph (2) shall govern each Annual Meeting, or special meeting in lieu thereof, as if such Annual Meeting or special meeting were the First Meeting; provided that if at any adjourned annual meeting, or special meeting in lieu thereof, the holders of at least thirty-f
ive percent (35%) of the votes entitled to be cast by the Preferred Stock shall not be represented at the meeting, all the directors shall be elected by a vote of the holders of the Common Stock of the Corporation represented at the meeting.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(3)  So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of at least two-thirds (2/3) of the votes entitled to be cast by the Preferred Stock, voting together as a voting group: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  create, authorize or issue any new stock which after issuance would rank prior to the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (7) below; provided, however, that any such new stock or security shall be issued within twelve (12) months after the vote of the Preferred Stock herein provided for authorizing the issuance of such new Stock or security; or </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  amend, alter or repeal any of the rights, preferences or powers of the holders of the Preferred Stock so as to affect adversely any such rights, preferences or powers; provided, however, that if such amendment, alteration or repeal affects adversely the rights, preferences or powers of one or more, but not all, series of Preferred Stock at the time outstanding, only the consent of the holders of at least two-thirds (2/3) of votes entitled to be cast by the shares of all series so affected, voting together as a voting group, shall be required; and provided, further, that an amendment to increase or decrease the authorized amount of Preferred Stock or to create or authorize or increase or decrease the amount of any class of stock ranking on a parity with the outstanding shares of the Preferred Stock as to dividends or assets shall not be deemed to affect adversely the rights, preferences or powers of the holders of the Preferred Stock or any series thereof. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(4)  So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the votes entitled to be cast by the Preferred Stock, voting together as a voting group: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  merge or consolidate with or into any other corporation or sell or otherwise dispose of all or substantially all of its assets unless such merger, consolidation, sale or other disposition or the issuance or assumption of securities in the effectuation thereof shall have been ordered or approved under the Public Utility Holding Company Act of 1935, as amended, or as may be amended ("Public Utility Holding Company Act"):</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  issue or assume any unsecured notes, debentures or other securities representing unsecured debt (other than for the purpose of refunding or renewing outstanding unsecured securities issued or assumed by the Corporation resulting in equal or longer maturities or redeeming or otherwise retiring all outstanding shares of the Preferred Stock) if immediately after such issue or assumption (i) the total outstanding principal amount of all unsecured notes, debentures or other securities representing unsecured debt of the Corporation will thereby exceed twenty percent (20%) of the aggregate of all existing secured debt of the Corporation and the capital stock, premiums thereon, and surplus of the Corporation, as stated on its books, or (ii) the total outstanding principal amount of all unsecured notes, debentures, or other securities representing unsecured debt of the Corporation of maturities of less than ten (10) years will thereby exceed ten percent (10%) of such aggregate. For the purpose
s of this subparagraph (B), the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the final maturity of any unsecured serial debt which had original maturities in excess of ten (10) years shall not be regarded as unsecured debt of a maturity of less than ten (10) years until such payment shall be required to be made within three (3) years;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  issue, sell, or otherwise dispose of any shares of the Preferred Stock or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up (other than for the purpose of refinancing an equal par amount of the $100 or $25 Preferred Stock or an equal liquidation value amount of the Class A Preferred Stock or of stock ranking prior to or on a parity with the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up) unless the gross income of the Corporation for a period of twelve (12) consecutive calendar months within a period of fifteen (15) calendar months immediately preceding the calendar month of the issuance, sale or disposition of such stock, determined in accordance with generally accepted accounting principles (but in any event after deducting all taxes and the greater of (i) the amount for said period charged by the Corporation on its books to depreciati
on expense or (ii) the largest amount then required to be provided therefor by any mortgage indenture of the Corporation), shall have been at least one and one-half times the sum of (a) the annual interest charges on all bonds, debentures, notes and other securities representing indebtedness of the Corporation and (b) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued computed at the initial rate applicable at the time of issuance; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares of the Preferred Stock or other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions; and provided, further, 
that if any such indebtedness or stock bears interest or provides for dividends at a variable rate, then the interest or dividends on such indebtedness or stock shall be computed at the average annual rate in effect for such indebtedness or stock during the period of twelve (12) consecutive calendar months (or any portion thereof in which such indebtedness or stock is outstanding) being used for the calculation of gross income, and if such indebtedness or stock has been issued after the end of such twelve (12) consecutive calendar months, then computed at the initial rate applicable at the time of issuance; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of additional property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the Corporation, may
 be included on a pro forma basis in making the foregoing computation; or </P>
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<P ALIGN="JUSTIFY">(D)  issue, sell, or otherwise dispose of any shares of the Preferred Stock, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this subparagraph (D), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corporation shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock 
Equity (as in paragraph (8) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding' up of the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(5)  Each holder of Common Stock of the Corporation shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation.  Except as hereinbefore expressly provided in this Article FIFTH and as may otherwise be required by law, the holders of Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the stockholders of the Corporation. As to those matters upon which holders of Common Stock, the Class A Preferred Stock, the $100 Preferred Stock and the $25. Preferred Stock are entitled to vote as separate voting groups, each holder of such stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation. As to those matters upon which holders of the Class A Preferred Stock, the $100 Preferred Stock, and the $25 Preferred Stock shall be required to vote as a single voting group, each holder of Class A Preferred Stock shall be entitled to the number of votes p
er share produced by dividing the liquidation value of such share by $100, each holder of $100 Preferred Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (l/4) vote for each share of such stock standing in his name on the books of the Corporation. As to those matters upon which the holders of Common Stock and the holders of Preferred Stock shall be required to vote together as a single voting group, each holder of Common Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, each holder of Class A Preferred Stock shall be entitled to the number of votes per share produced by dividing the liquidation value of such share by $100, each holder of $100 Preferred Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred
 Stock shall be entitled to one-quarter (l/4) vote for each share of such stock standing in his name on the books of the Corporation.</P>
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<P ALIGN="JUSTIFY">(6)  In the event of any voluntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock, all shares of which then outstanding being treated <U>pari</U> <U>passu</U>, shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid.  In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up that may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation by (i) the United States Government or any authority, agency or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency, or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock, all shares of which then outstanding being treated <U>pari</U> <U>passu</U>, shall al
so have a preference over the Common Stock until the full par value thereof, in the case of the $100 Preferred Stock and the $25 Preferred Stock, and the full liquidation value thereof, in the case of the Class A Preferred Stock, and an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(7)  (A)  The Corporation may at any time (except to the extent redemption is restricted herein or in the Articles of Amendment creating a series of the Preferred Stock) redeem all of any series of the Preferred Stock or may from time to time (except to the extent so restricted) redeem any part thereof, by paying in cash the redemption price then applicable thereto as stated and expressed with respect to such series herein or in the articles of amendment providing for the issue of such shares, plus, in each case, an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption. Notice of the intention of the Corporation to redeem all or any part of the Preferred Stock shall be mailed not less than thirty (30) days nor more than sixty (60) days before the date of redemption to each holder of record of Preferred Stock to be redeemed, at his last known address as shown by the Corporation's records, and not less than thirty (30) days' nor more than sixty (60) day
s' notice of such redemption may be published in such manner as may be prescribed by resolution of the Board of Directors of the Corporation; and, in the event of such publication, no defect in the mailing of such notice shall affect the validity of the proceedings for the redemption of any shares of Preferred Stock so to be redeemed. Contemporaneously with the mailing or the publication of such notice as aforesaid or at any time thereafter prior to the date of redemption, the Corporation. may deposit the aggregate redemption price (or the portion thereof not already paid in the redemption of such Preferred Stock so to be redeemed) with any bank or trust company in the City of New York, New York, or in the City of Little Rock, Arkansas, or in the City of Pine Bluff, Arkansas, named in such notice, payable to the order of the record holders of the Preferred Stock so to be redeemed, as the case may be, on the endorsement and surrender of their certificates, and thereupon said holders shall cease to be stockhol
ders with respect to such shares; and from and after the making of such deposit such holders shall have no interest in or claim against the Corporation with respect to such shares, but shall be entitled only to receive such moneys from such bank or trust company deposited as in this paragraph (7) provided, on endorsement and surrender of their certificates, as aforesaid. Such moneys may be invested in such securities as are then legal investments for such bank or trust company and the earnings, if any, thereon shall be paid to or at the direction of the Corporation. Any moneys so deposited, plus interest thereon, if any, remaining unclaimed at the end of four (4) years from the date fixed for redemption, if thereafter requested by resolution of the Board of Directors, shall be repaid to the Corporation, and in the event of such repayment to the Corporation, such holders of record of the shares so redeemed as shall not have made claim against such moneys prior to such repayment to the Corporation, shall be de
emed to be unsecured creditors of the Corporation for an amount, without interest, equivalent to the amount deposited, as above stated, for the redemption of such shares and so paid to the Corporation.  The Corporation shall not be obligated to keep such moneys repaid to the Corporation separate and apart from other funds of the Corporation. Shares of the Preferred Stock which have been redeemed shall not be reissued as part of the same series as originally issued, but shall revert to the status of authorized but unissued shares of Preferred Stock of the same class, which may thereafter be reissued as part of a new series of preferred stock of the same class in accordance with the terms of these Amended and Restated Articles of Incorporation.  If less than all of the shares of a series of the Preferred Stock are to be redeemed, the shares thereof to be redeemed, unless otherwise provided in these Amended and Restated Articles of Incorporation or the articles of amendment creating such series, shall be select
ed by lot, in such manner as the Board of Directors of the Corporation shall determine, by an independent bank or trust company selected for that purpose by the Board of Directors of the Corporation.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that if at any time it shall have failed to pay dividends in full on any outstanding shares of the Preferred Stock, thereafter and until dividends in full on all shares of the Preferred Stock outstanding shall have been paid, or declared and set aside for payment, for all past quarter-yearly dividend periods, it shall not (i) acquire any shares of the Preferred Stock (except by redemption of all shares of the Preferred Stock) unless approval is obtained under the Public Utility Holding Company Act, or (ii) make any payment or set aside any funds for payment into any sinking fund for the purchase or redemption of any shares of the Preferred Stock unless approval is obtained under the Public Utility Holding Company Act. Any shares of the Preferred Stock so redeemed, purchased or acquired shall not be reissued as part of the same s
eries as originally issue, but shall revert to the status of authorized but unissued shares of Preferred Stock of the same class, which shares may thereafter be reissued as part of a new series of Preferred Stock of the same class in accordance with the terms of these Amended and Restated Articles of Incorporation.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(8)  For the purposes of this paragraph (8) and subparagraph (D) of paragraph (4) the term "Common Stock Equity" shall mean the aggregate of (i) the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, (ii) the premium on such junior stock and (iii) the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves) (a) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (b) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (c) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolu
tion or winding up of the affairs of the Corporation upon all outstanding Preferred Stock of the Corporation over the aggregate par or stated value thereof and any premiums thereon, and (d) the excess, if any for the period beginning with January 1, 1954 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements), over the amount charged by the Corporation on its books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (8): (i) the term "Total Capitalization" shall mean the sum of the Common Stock Equity plus item (c) in this paragraph (8) plus the stated capital applicable to, and any premium
 on, outstanding stock of the Corporation not included in Common Stock Equity, plus the principal amount of all outstanding bonds, debentures, notes and other securities representing indebtedness of the Corporation maturing more than twelve months after the date of the determination of the Total Capitalization; and (ii) the term "dividends on Common Stock" shall include dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to Preferred Stock as to dividends or other distributions.  So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty percent (20%) of Total Capitalization, the Corporation shall not declare such dividend in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds fifty percent (50%) of the net income of the Corporation available for dividends on the Common Stock for the twelve (12) full calendar months immediately preceding the month in which such dividend is declared, except that the Corporation may at any time declare a dividend in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (A) could have been, and have not been, declared; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty-five percent (25%) but not less than twenty percent (20%) of Total Capitalization, the Corporation shall not declare such dividend on the Common Stock in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds seventy-five percent (75%) of the net income of the Corporation available for dividends on the Common Stock for the twelve (12) full calendar months immediately preceding the month in which such dividend is, declared, except that the Corporation may at any time declare dividends in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (A) and in this subparagraph (B) could have bee
n, and have not been, declared; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  At any time when the Common Stock Equity is twenty-five percent (25%) or more of Total Capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below twenty-five percent (25%) of Total Capitalization, except to the extent provided in subparagraphs (A) and (B) above. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">At any time when the aggregate of all amounts credited subsequent to January 1, 1954 to the depreciation reserve account of the Corporation through charges to operating revenue deductions or otherwise on the books of the Corporation (other than transfers out of the balance of surplus as of December 31, 1953) shall be less than the amount computed as provided in clause (i) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (A) and (B) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (i) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts sep
arately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January l, 1954 to and including any such twelve-month period, less (ii) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January l, 1954 up to but excluding any such twelve-month period; provided that in the event any company is merged into the Corporation the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the
 "cumulative amount charged to depreciation expense on the books of the Corporation" shall be exclusive of amounts provided for such property prior to the merger.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(9)  Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the date(s) after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of any series of the Preferred Stock, but whenever (a) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid and (b) all payments shall have been made or funds shall have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of any series
 of the Preferred Stock, then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of funds legally available for payment of dividends. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, the Common Stock (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution.</P>
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<P ALIGN="JUSTIFY">(10)  Subject to the limitations hereinabove set forth, the Corporation, from time to time, may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(11)  Subject to the limitations hereinabove set forth, the Corporation, in order to acquire funds with which to redeem any outstanding Preferred Stock of any class, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities.</P>
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<P ALIGN="JUSTIFY">(12)  Subject to the limitations hereinabove set forth, and except to the extent that conversions, participations or other special rights are established with respect to any series of Preferred Stock by the Board of Directors as hereinabove provided, the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular part of the outstanding Preferred Stock of any class, with the consent of the holders thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds (2/3) of the votes represented by shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the Bylaws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any 
Preferred Stock of any class into or for Common Stock or authorize the conversion or. exchange of any Preferred Stock of any class into or for Preferred Stock of any other class if by such conversion or exchange the amount which the holders of the shares of stock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(13)  A consolidation, merger or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Amended and Restated Articles of Incorporation.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(14)  If any provision in this Article FIFTH shall be in conflict or inconsistent with any other provision of these Amended and Restated Articles of Incorporation, the provisions of this Article FIFTH shall prevail and govern.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(15)  No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any stock of the Corporation authorized by these Amended and Restated Articles of Incorporation or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(16)  70,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  be designated "4.32% Preferred Stock, Cumulative, $100 Par Value";</P>
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<P ALIGN="JUSTIFY">(B)  have a dividend rate of $4.32 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be July 1, 1954 and such dividend date to be July 1, 1954 and such dividends to be cumulative from April 1, 1954; and</P>
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<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $106.147 per share if redeemed on or before April 1, 1959 and on or before April 1, 1964, and of $103.647 per share if redeemed after April 1, 1964, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(17)  93,500 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  be designated "4.72% Preferred Stock, Cumulative, $100 par value";</P>
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<P ALIGN="JUSTIFY">(B)  have a dividend rate of $4.72 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1955 and such dividends to be cumulative from April 1, 1955;</P>
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<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $109.50 per share if redeemed on or before April 1, 1960, of $108.50 per share if redeemed after April 1, 1960 and on or before April 1, 1965, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(D)  be issued for cash or on a share for share basis for shares of the $7 Preferred Stock and $6 Preferred Stock of the Corporation which may be converted into or exchanged for such shares of 4.72% Preferred Stock, Cumulative, $100 par value, with a cash adjustment of $5.36 per share to be given to the holders of the $7 Preferred Stock and a cash adjustment of $5.20 per share to be given to the holders of $6 Preferred Stock so converting or exchanging.</P>
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<P ALIGN="JUSTIFY">(18)  75,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  be designated "4.56% Preferred Stock, Cumulative, $100 par value";</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $4.56 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be January 1, 1965 and such dividends to be cumulative from October 1, 1964; and</P>
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<P>(C)  be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $105.89 per share if redeemed on or before October 1, 1969, or $104.33 per share if redeemed after October 1, 1969 and on or before October 1, 1974, and of $102.83 per share if redeemed after October 1, 1974, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;</P>

<P ALIGN="JUSTIFY">(19)  75,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>

<FONT FACE="Courier"><P ALIGN="JUSTIFY">(</FONT>A)  consist of 75,000 shares to be designated "4.56% Preferred Stock, Cumulative, $100 par value (1965 Series)":</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $4.56 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1965, and such dividends to be cumulative from April 1, 1965; and</P>
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<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $105.56 per share if redeemed on or before April 1, 1970, of $104.00 per share if redeemed after April 1, 1970 and on or before April 1, 1975, and of $102.50 per share if redeemed after April 1, 1975, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; </P>
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<P ALIGN="JUSTIFY">(20)  100,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  be designated "6.08% Preferred Stock, cumulative, $100 par value";</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $6.08 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be January 1, 1967 and such dividends to be cumulative from October 1, 1966; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $107.41 per share if redeemed on or before October 1, 1971, of $104.33 per share if redeemed after October 1, 1971 and on or before October 1, 1976, and of $102.83 per share if redeemed after October 1, 1976 in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(21)  100,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  be designated "7.32% Preferred Stock, cumulative, $100 par value";</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $7.32 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be April 1, 1969 and such dividends to be cumulative from January 1, 1969; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.99 per share if redeemed on or before January 1, 1974, of $104.67 per share if redeemed after January 1, 1974 and on or before January 1, 1979, and of $103.17 per share if redeemed after January 1, 1979, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(22)  150,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A) be designated "7.80% Preferred Stock, cumulative, $100 par value";</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $7.80 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1972 and such dividends to be cumulative from April 13, 1972; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $109.10 per share if redeemed on or before April 1, 1977 (except that no share of the 7.80% Preferred Stock shall be redeemed before April 1, 1977 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.80%A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.785% per annum, of $107.15 per share if redeemed after April 1, 1977, and on
 or before April 1, 1982, of $105.20 per share if redeemed after April 1, 1982, and on or before April 1, 1987, and of $103.25 per share if redeemed after April 1, 1987, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(23)  200,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  consist of 200,000 shares to be designated "7.40% Preferred Stock, cumulative, $100 par value";</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $7.40 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be April 1, 1973, for the period commencing December 14, 1972, to and including March 31, 1973, and such dividends to be cumulative from December 14, 1972; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.35 per share if redeemed on or before December 1, 1977 (except that no share of the 7.40% Preferred Stock shall be redeemed before December 1, 1977, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.40% Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.3795% per annum, of $106.50 per share if redeemed after December 1, 19
77 and on or before December 1, 1982 of $104.65 per share if redeemed after December 1, 1982, and on or before December 1, 1987, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(24)  150,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  consist of 150,000 shares to be designated "7.88% Preferred Stock, cumulative, $100 par value";</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $7.88 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be April 1, 1974, for the period commencing December 6, 1973, to and including March 31, 1974, and such dividends to be cumulative from December 6, 1973; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.91 per share if redeemed on or before December 1, 1978 (except that no share of the 7.88% Preferred Stock shall be redeemed before December 1, 1978, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.88% Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.853% per annum, of $106.94 per share if redeemed after December 1, 197
8 and on or before December 1, 1983 of $104.97 per share if redeemed after December 1, 1983, and on or before December 1, 1988, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> (25)  1,600,000 shares of the Corporation's $25 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $25 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  consist of 1,600,000 shares to be designated "9.92% Preferred Stock, cumulative, $25 par value" and hereinafter be referred to as "2nd 1979 Series Preferred Stock";</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $2.48 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be October 1, 1979, and such dividends to be cumulative from June 28, 1979;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $28.18 per share if redeemed on or before June 1, 1984 (except that no share of the 2nd 1979 Series Preferred Stock shall be redeemed before June 1, 1984, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice ) or such stock has an effective dividend cost to the Company (so computed) of less than 9.8086 per annum), of $27.56 per share if redeemed after June 1, 1984, and
 on or before June 1, 1989, of $26.94 per share if redeemed after June 1, 1989, and on or before June 1, 1994, and of $26.32 per share if redeemed after June 1, 1994, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(D)  be subject to redemption as and for a sinking fund as follows:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">On June 1, 1984 and on each June 1 thereafter (each such date being hereinafter referred to as a "2nd 1979 Series Sinking Fund Redemption Date"), for so long as any shares of the 2nd 1979 Series Preferred Stock shall remain outstanding, the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, 80,000 shares of the 2nd 1979 Series Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem the shares of the 2nd 1979 Series Preferred Stock being hereinafter referred to as the "2nd 1979 Series Sinking Fund Obligation") . The 2nd 1979 Series Sinking Fund Obligation sh
all be cumulative.  If on any 2nd 1979 Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 2nd 1979 Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 2nd 1979 Series Sinking Fund Redemption Date until such shares shall have been redeemed.  Whenever on any 2nd 1 97g Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the 2nd 1979 Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 2nd 1979 Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation on
 that date, the Company shall apply to the satisfaction of its 2nd 1979 Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 2nd 1979 Series Sinking Fund Obligation to such Total Sinking Fund Obligation. In addition to the 2nd 1979 Series Sinking Fund Obligation, the Company shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, on each 2nd 1979 Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the 2nd 1979 Series Preferred Stock. The Company shall be entitled, at its election, to credit against its 2nd 1979 Series Sinking Fund Obligation on any 2nd 1979 Series Sinking Fund Redemption Date any shares of the 2nd 1979 Series Preferred Stock (includi
ng shares of the 2nd 1979 Series Preferred Stock optionally redeemed pursuant to this paragraph (d)) theretofore redeemed, other than shares of 2nd 1979 Series Preferred Stock redeemed pursuant to the 2nd 1979 Series Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the 2nd 1979 Series Sinking Fund Obligation; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(26)  500,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  consist of 500,000 shares to be designated "8.52% Preferred Stock, cumulative, $100 par value" and hereinafter to be referred to as the "1986 Series Preferred Stock";</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a dividend rate of $8.52 per share per annum payable quarterly on January 1, April 1, July 1, and October 1, of each year, the first dividend date to be January 1, 1987, and such dividends to be cumulative from the date of issuance; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.52 per share if redeemed on or before November 1, 1991 (except that no share of the 1986 Series Preferred Stock shall be redeemed before November 1, 1991, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 1986 Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 8.780% per annum), of $106.39 per share if redeemed after
 November 1, 1991, and on or before November 1, 1996, of $104.26 per share if redeemed after November 1, 1996, and on or before November 1, 2001, and of $102.13 per share if redeemed after November 1, 2001, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemptions and</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(D)  be subject to redemption as and for a sinking fund as follows: on November 1, 1991 and on each November 1 thereafter (each such date bring hereinafter referred to as a 1986 Series Sinking Fund Redemption Date"), for so long as any shares of the 1986 Series Preferred Stock shall remain outstanding,; the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, 25,000 shares of the 1986 Series Preferred Stock (or the number of shares then outstanding if less than 25,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem such shares of the 1986 Series Preferred Stock being hereinafter referred to as the "1986 Series Sinking Fund Ob
ligation"); the 1986 Series Sinking Fund Obligation shall be cumulative; if on any 1986 Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 1986 Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive l986 Series Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any 1986 Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the 1986 Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 1986 Series Preferred Stock (such obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total
 Sinking Fund Obligation on that date, the Company shall apply to the satisfaction of its 1986 Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 1986 Series Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the 1986 Series Sinking Fund Obligation, the Company shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, on each 1986 Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 25,000 additional shares of the 1986 Series Preferred Stock; the Company shall be entitled, at its election, to credit against its 1986 Series Sinking Fund Obligation on any 1986 Series Sinking Fund Redemption Date any shares of the 1986 Series Preferred Stock, (including 
shares of the 1986 Series Preferred Stock optionally redeemed pursuant to this paragraph (d)), theretofore redeemed (other than shares of the 1986 Series Preferred Stock redeemed pursuant to the 1986 Series Sinking Fund Obligation) purchased or otherwise acquired and not previously credited against the 1986 Series Sinking Fund Obligation; and further</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(27)  600,000 shares of the Corporation's Class A Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the Class A Preferred Stock of the Corporation which shall: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(A)  be designated "$l.96 Preferred Stock, Cumulative, $0.01 Par Value (Involuntary Liquidation Value $25)" and hereinafter be referred to as the "1992 Series Preferred Stock"; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(B)  have a price payable on involuntary liquidation, dissolution or winding up of the Corporation of $25 per share; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(C)  have a dividend rate of $1.96 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1992, and such dividends to be cumulative from June 3, 1992; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(D)  be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock in the Corporation's Amended and Restated Articles Or Incorporation at the price of $25 per share plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption (except that no share of the 1992 Series Preferred Stock shall be redeemed on or before July 1, 1997; however, such price of $25 per share is established notwithstanding such limitation on redemption as the current redemption price for the period on or before July 1, 1997 for purposes of subparagraph (6) of paragraph (c) of Article FIFTH). </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;SIXTH:  <U>Director Conflict of Interest</U>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(a)  A conflict of interest transaction is a transaction with the Corporation in which a director of the Corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the Corporation solely because of the director's interest in the transaction if any one of the following is true: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(1)  The material facts of the transaction and the director's interest were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved, or ratified the transaction</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(2)  The material facts of the transaction and the director's interest were disclosed or known to the holders of Common Stock and the transaction was authorized, approved, or ratified by the vote of the holders of a majority of the votes entitled to be cast by the Common Stock; or </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(3)  The transaction was fair to the Corporation. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)  For purposes of this Article SIXTH, a director of the Corporation has an indirect interest in a transaction and the transaction should be considered by the Board of Directors of the Corporation if: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(1)  Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(2)  Another entity of which the director is a director, officer, or trustee is a party to the transaction. </P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>

<P ALIGN="JUSTIFY">&#9;SEVENTH:  <U>Board of Directors</U>. </P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>

<P ALIGN="JUSTIFY">(a)  The affairs and business of the Corporation shall be conducted and controlled by a Board of Directors, and the number of directors which shall constitute the whole Board shall be such as from time to time shall be fixed by resolution adopted by the holders of Common Stock or by the Board of Directors, but in no case shall the number of directors be less than three (3) nor more than fifteen (15).  Directors shall be elected by the holders of Common Stock except as provided in Article FIFTH (c) (2) at each annual meeting of the stockholders and each director so elected shall hold office until the next annual meeting of the stockholders or until his successor is elected and qualified, except as herein provided.  All stockholders entitled to vote for the election of directors may cumulate their votes for directors.  Any or all directors elected by the holders of Common Stock may at any time be removed without cause by the vote of the holders of a majority of the votes entitled to be cast 
by the Common Stock given at a meeting called for the purpose of considering such action, and the successor of any director so removed shall be elected by the holders of Common Stock at such meeting or at a later meeting.  Any or all directors elected by the holders of Preferred Stock may at any time be removed without cause by the vote of the holders of a majority of the votes entitled to be cast by the Preferred Stock given at a meeting called for the purpose of considering such action, and the successor of any director so removed shall be elected by the holders of Preferred Stock at such meeting or at a later meeting; provided, however, a director may not be removed without cause if the number of votes sufficient to elect him under cumulative voting is voted against his removal.  Except as provided in Article FIFTH (c) (2), vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled as provided in the By-Laws.  If the vacant office was held by 
a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to participate in the filling of such vacancy.  If the number of directors is decreased then to the extent that the decrease does not exceed the number of vacancies in the Board then existing, such resolution may provide that it shall become effective forthwith, and to the extent that the decrease does exceed such number of vacancies, such resolution shall provide that it shall not become effective until the next election of directors by the stockholders.  The Board of Directors shall have power to hold their meetings, to have one or more offices and to keep the corporate books (except such books as are required by law to be kept within the state of Arkansas) outside of the State of Arkansas at such places as may from time to time be designated by them.  The Board of Directors shall elect individuals to occupy executive offices as provided in the By-Laws.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)  The Board of Directors shall have power to authorize and cause to be executed mortgages or deeds of trust which shall cover and create a lien upon, or otherwise encumber, all or any part of the property of the Corporation of whatsoever kind and wheresoever situated whether then owned or thereafter acquired and to provide in any such mortgage or deed of trust that the amount of bonds or other evidences of indebtedness to be issued thereunder and to be secured thereby shall be limited to a definite amount or limited only by the conditions therein specified and to issue or cause to be issued by the Corporation the bonds or other evidences of indebtedness to be secured thereby. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;EIGHTH: <U>Limitation of Director Liability</U>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(a)  To the fullest extent permitted by the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, or any other applicable law presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for or with respect to any acts or omissions in the performance of his duties.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)  Any repeal or modification of the foregoing subparagraph by the shareholders 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. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;NINTH: <U>Indemnification</U>. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(a)  Every person who is or was an officer, director or employee of the Corporation and who also is or was a party or is threatened to be made a party to or is involved in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative or by or in the right of the Corporation, by reason of the fact that he is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and. held harmless to the fullest extent legally permissible under and pursuant to the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, but in the case of any such amendment, only to the extent that such amendment permits the Corporation to give broader indemnification rights than said law permitted the Corpor
ation to provide prior to such amendment. Such right of indemnification shall be a contract right that may be enforced in any lawful manner by such person. Such right of indemnification shall not be exclusive of any other right which such director, officer or employee may have or hereafter acquire and, without limiting the generality of such statement, he shall be entitled to his rights of indemnification under any agreement, vote of shareholders, provision of law, or otherwise, as well as his rights under this Article NINTH. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)  Expenses incurred by any person who is or was an officer, director or employee of the Corporation in defending a civil, criminal, administrative, or investigative action, suit or proceeding by reason of the fact that he is or was a director, officer or employee of the Corporation or was serving at the Corporation's request as a director or officer of another corporation or as its representative in a partnership, joint venture, trust or other enterprise shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to the fullest extent legally permissible under and pursuant to the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader rights to payment of expenses than said law permitted the Corporation to provide prior to such amendment. Such right to payment of expenses shall b
e a contract right that may be enforced in any lawful manner by such person.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(c)  If any provision of this Article NINTH or the application thereof to any person or circumstance is adjudicated invalid, such invalidity shall not affect other provisions or applications of this Article NINTH which lawfully can be given without the invalid provision or application.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;TENTH:  <U>Bylaws</U>.  The present by-laws of the Corporation shall continue to be the by-laws of the Corporation until changed or amended as therein or herein or by law provided. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;ELEVENTH:  <U>Incorporators</U>.  The names of the incorporators of the Corporation, as set forth in the Agreement of Consolidation or Merger dated October 13, 1926, which information is provided herein for informational purposes only, are as follows:</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">C. D. Cherry<br>
W. H. Holmes<br>
Ray Gibson</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="JUSTIFY">&#9;DATED:&#9;November 11, 1999</P>
<P ALIGN="JUSTIFY"></P>
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<FONT SIZE=4><P ALIGN="JUSTIFY">Entergy Arkansas, Inc.</FONT></TD>
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<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">/s/ Steven C. McNeal</TD>
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<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="44%" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1">
<P>Steven C. McNeal<br>
Vice President and Treasurer</P>
  </TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="44%" VALIGN="TOP" style="border-bottom-style: solid; border-bottom-width: 1">

<P>&nbsp;</P>
<P>/s/ Christopher T. Screen</TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="44%" VALIGN="TOP" style="border-top-style: solid; border-top-width: 1">
<P>Christopher T. Screen<br>
Assistant Secretary</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</TD>
</TR>
</TABLE>

</div>

<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"><B>ARTICLES OF AMENDMENT<br>
OF THE AMENDED AND RESTATED <br>
ARTICLES OF INCORPORATION OF<br>
ENTERGY ARKANSAS, INC.</P>
</B>
<P ALIGN="JUSTIFY">&#9;The undersigned, duly authorized to so act on behalf of Entergy Arkansas, Inc., a corporation duly organized, created and existing under and by virtue of the laws of the State of Arkansas (the &quot;Corporation&quot;), hereby certifies that:</P>
<P ALIGN="JUSTIFY"></P>
<OL>

<P ALIGN="JUSTIFY"><LI>The name of the Corporation is Entergy Arkansas, Inc.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Amended and Restated Articles of Incorporation of the Corporation are hereby amended by amending and restating subsection (4) of section (c), Article FIFTH: <U>Authorized Shares and Rights of Shareholders.</U> thereof to read as follows:</LI></P>
<P ALIGN="JUSTIFY">&#9;</P>
<P>&quot;(4) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given at a meeting called for that purpose) of the holders of a majority of the votes entitled to be cast, in the case of Subparagraphs (A), (C) and (D) following, by the Preferred Stock, voting together as a voting group, and, in the case of Subparagraph (B) following, by the $100 Preferred Stock and the Class A Preferred Stock, voting together as a voting group:</P>

<P>(A) merge or consolidate with or into any other corporation or sell or otherwise dispose of all or substantially all of its assets unless such merger, consolidation, sale or other disposition or the issuance or assumption of securities in the effectuation thereof shall have been ordered or approved under the Public Utility Holding Company Act of 1935, as amended, or as may be amended ("Public Utility Holding, Company Act");</P>

<P>(B) issue or assume any unsecured notes, debentures or other securities representing unsecured debt (other than for the purpose of refunding or renewing outstanding unsecured securities issued or assumed by the Corporation resulting in equal or longer maturities or redeeming or otherwise retiring all outstanding shares of the Preferred Stock) if immediately after such issue or assumption (i) the total outstanding principal amount of all unsecured notes, debentures or other securities representing unsecured debt of the Corporation will thereby exceed twenty percent (20%) of the aggregate of all existing secured debt of the Corporation and the capital stock, premiums thereon, and surplus of the Corporation, as stated on its books, or (ii) the total outstanding principal amount of all unsecured notes, debentures, or other securities representing unsecured debt of the Corporation of maturities of less than ten (10) years will thereby exceed ten percent (10%) of such aggregate. For the purposes of this subpara
graph (B), the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the final maturity of any unsecured serial debt which had original maturities in excess of ten (10) years shall not be regarded as unsecured debt of a maturity of less than ten (10) years until such payment shall be required to be made within three (3) years;</P>

<P>(C) issue, sell, or otherwise dispose of any shares of the Preferred Stock or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up (other than for the purpose of refinancing an equal par amount of the $100 or $25 Preferred Stock or an equal liquidation value amount of the Class A Preferred Stock or of stock ranking prior to or on a parity with the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up) unless the gross income of the Corporation for a period of twelve (12) consecutive calendar months within a period of fifteen (15) calendar months immediately preceding the calendar month of the issuance, sale or disposition of such stock, determined in accordance with generally accepted accounting principles (but in any event after deducting all taxes and the greater of (i) the amount for said period charged by the Corporation on its books to depreciation expense or (ii
) the largest amount then required to be provided therefor by any mortgage indenture of the Corporation), shall have been at least one and one-half times the sum of (a) the annual interest charges on all bonds, debentures, notes and other securities representing indebtedness of the Corporation and (b) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued computed at the initial rate applicable at the time of issuance; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares of the Preferred Stock or other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions; and provided, further, that if any such 
indebtedness or stock bears interest or provides for dividends at a variable rate, then the interest or dividends on such indebtedness or stock shall be computed at the average annual rate in effect for such indebtedness or stock during the period of twelve (12) consecutive calendar months (or any portion thereof in which such indebtedness or stock is outstanding) being used for the calculation of gross income, and if such indebtedness or stock has been issued after the end of such twelve (12) consecutive calendar months, then computed at the initial rate applicable at the time of issuance; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of additional property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the Corporation, may be included on a
 pro forma basis in making the foregoing computation; or</P>
<P>&#9;</P>
<P>(D) issue, sell, or otherwise dispose of any shares of the Preferred Stock, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this subparagraph (D), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corporation shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock Equity (as in par
agraph (8) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding up of the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding.&quot;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The amendment to the Amended and Restated Articles of Incorporation was set forth in a resolution duly adopted by the Board of Directors which (i) declared the adoption of the amendment to the Amended and Restated Articles of Incorporation to be advisable and (ii) ordered that such amendment be considered by the shareholders of the Corporation entitled to vote thereon.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The amendment to the Amended and Restated Articles of Incorporation was duly adopted by the shareholders of the Corporation entitled to vote thereon effective as of August 22, 2005.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>As of August 9, 2005, there were Forty-Six Million, Nine Hundred Eighty Thousand, One Hundred Ninety-Six  (46,980,196) shares of Common Stock issued and outstanding and entitled to vote, and no shares of any other class were entitled to vote, on the amendment to the Amended and Restated Articles of Incorporation, all of which shares were voted for the approval and adoption of the amendment to the Amended and Restated Articles of Incorporation, and no shares were voted against the amendment.  Such approval by the shareholders of the Corporation was sufficient to approve and adopt the amendment to the Amended and Restated Articles of Incorporation.</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The Corporation has caused the foregoing Articles of Amendment to be executed by an authorized officer, who hereby verifies that the statements contained in the foregoing Articles of Amendment are true and correct to the best of his knowledge and belief, on this 22nd day of August, 2005.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</OL>

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<P ALIGN="left">&#9;&#9;&#9;&#9;&#9;<U>/s/ Christopher T. Screen <br>
</U>Christopher T. Screen<br>
Assistant Secretary</P>
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<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">ARTICLES OF AMENDMENT<br>
OF THE AMENDED AND RESTATED <br>
ARTICLES OF INCORPORATION OF<br>
ENTERGY ARKANSAS, INC.</P>
</B>
<P ALIGN="JUSTIFY">&#9;The undersigned, duly authorized to so act on behalf of Entergy Arkansas, Inc., a corporation duly organized, created and existing under and by virtue of the laws of the State of Arkansas (the &quot;Corporation&quot;), hereby certifies, with respect to the adoption of these Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation, that:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The name of the Corporation is Entergy Arkansas, Inc.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">
<OL start="6">

<LI>The Amended and Restated Articles of Incorporation of the Corporation are hereby amended by adding a new subsection (28) of paragraph (c), Article FIFTH: <U>Authorized Shares and Rights of Shareholders.</U> thereof to read as follows:</LI></P>
<P ALIGN="JUSTIFY">&#9;</P>
<P>(28) 3,000,000 shares of the Corporation's $25 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $25 Preferred Stock of the Corporation which shall:</P>
<P>(A) be designated "6.45 % Preferred Stock, Cumulative, $25 Par Value"; </P>
<P>(B) have a dividend rate of $1.6125 per share per annum payable quarterly on January 1, April 1, July 1 and October 1of each year, the first dividend date to be July 1, 2006,  and such dividends to be cumulative from the date of issuance; </P>
<P>(C) be subject to redemption at the price of $25 per share plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption (except that no share of the 6.45 %Preferred Stock, Cumulative, $25 Par Value, shall be redeemed on or before April 1, 2011);</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The foregoing amendment to the Amended and Restated Articles of Incorporation of the corporation was set forth in a resolution duly adopted on March 20, 2006 by the Board of Directors of the Corporation without vote of the common shareholder pursuant to Ark. Code Ann.
Section 4-27-602 in order to establish a new series of the Preferred Stock of the Corporation.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;The Corporation has caused the foregoing Articles of Amendment to be executed by the undersigned authorized officer, who hereby verifies that the statements contained in the foregoing Articles of Amendment are true and correct to the best of his knowledge and belief, on this 21st day of March, 2006.</P>
<P ALIGN="JUSTIFY"></P>
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<P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;<U>/s/ Robert D. Sloan<br>
</U>Robert D. Sloan&#9;&#9;&#9;&#9;&#9;<br>
Secretary</P>
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<TYPE>EX-99
<SEQUENCE>4
<FILENAME>a03706991.htm
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<B><P ALIGN="right">Exhibit 99.1</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">ENTERGY ARKANSAS, INC.</P>
<P ALIGN="CENTER">3,000,000 Shares<BR>
6.45% Preferred Stock, Cumulative, $25 Par Value</P>
<U><P ALIGN="CENTER">UNDERWRITING AGREEMENT</P>
</B></U><P ALIGN="RIGHT">March 20, 2006</P>
<P><A NAME="OLE_LINK1"></P>
<P></A>LEHMAN BROTHERS INC.<br>
WACHOVIA CAPITAL MARKETS, LLC<br>
BARCLAYS CAPITAL INC.<br>
STEPHENS INC.<br>
&nbsp;</P>

<P>c/o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Lehman Brothers Inc.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;745 Seventh Avenue<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;New  York, New York 10019</P>

<P>&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Wachovia Capital Markets, LLC<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;One Wachovia Center, DC-7<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;301 South College Street<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Charlotte, North Carolina 28288</P>

<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">The undersigned, Entergy Arkansas, Inc., an Arkansas corporation (the "Company"), proposes to issue and sell severally to the underwriters set forth in Schedule I attached hereto (the "Underwriters," which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom <A NAME="OLE_LINK3">Lehman Brothers Inc. and </A>Wachovia Capital Markets, LLC, are acting as representatives (the "Representatives"), an aggregate of 3,000,000 shares of the Company's 6.45% Preferred Stock, Cumulative, $25 Par Value (the "Stock") in accordance with the terms set forth in this Underwriting Agreement (this "Underwriting Agreement").</P>
<OL>

<OL>

<LI><u>Purchase and Sale</u>. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company shall issue and sell to each of the Underwriters, and each Underwriter shall purchase from the Company, at the time and place herein specified, severally and not jointly, the respective number of shares of Stock set forth opposite such Underwriter's name on Schedule I hereto at the purchase price of $25 per share.  Concurrently with such payment of the purchase price and delivery of the Stock, the Company will pay to Lehman Brothers Inc., for the account of the Underwriters, by wire transfer of immediately available funds, $0.50 per share ($1,500,000 in the aggregate) as compensation for their purchasing and making a public offering of the Stock.<U><P ALIGN="JUSTIFY"></U><LI><u>Description of Stock</u>. The Stock shall have the designation, preferences, rights, powers and restrictions set forth in the Company's Amended and Restated Articles o
f Incorporation, as amended (the "Articles"), and in the Articles of Amendment (the "Articles of Amendment") that will establish the Stock as a new series of the Company's Preferred Stock, Cumulative, $25 Par Value and fix those terms and characteristics thereof in respect of which there may be variations among the series of the Company's Preferred Stock.
<U><P ALIGN="JUSTIFY"></U><LI><u>Representations and Warranties of the Company</u>. The Company represents and warrants to the several Underwriters, and covenants and agrees with the several Underwriters, that:<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Arkansas and has the necessary corporate power and authority to conduct the business that is described in the Disclosure Package as conducting and to own and operate the properties owned and operated by it in such business and is in good standing and duly qualified to conduct such business as a foreign corporation in the States of Missouri and Tennessee.</LI><LI>The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-127780) for the registration of 5,000,000 shares of the Company's preferred stock, Cumulative, $25 Par Value ("Preferred Stock"), including the Stock, under the Securities Act of 1933 (the "Securities Act") (all of which shares of Preferred Stock remain unsold as of the date hereof), and such registration statement, as amended, has become effective.  The Company qualifies for use 
of Form S-3 for the registration of the Stock, and the Stock is registered under the Securities Act.  At the time of filing such registration statement and at the date hereof, the Company was not and is not an "ineligible issuer" (as defined in Rule 405 under the Securities Act).  The prospectus forming a part of such registration statement, at the time such registration statement (or the most recent amendment thereto filed prior to the Applicable Time (as defined below)) initially became effective, including all documents incorporated by reference therein at that time pursuant to Item&nbsp;12 of Form S-3, is hereinafter referred to as the "Basic Prospectus."  In the event that (i) the Basic Prospectus shall have been amended, revised or supplemented (but excluding any amendments, revisions or supplements to the Basic Prospectus relating solely to securities of the Company other than the Stock) prior to the Applicable Time, including without limitation by any preliminary prospectus supplement relating to the
 offering and sale of the Stock that is deemed to be part of and included in such registration statement pursuant to Rule 430B(e) under the Securities Act, or (ii) the Company shall have filed documents pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the time such registration statement (or the most recent amendment thereto filed prior to the Applicable Time) became effective and prior to the Applicable Time (but excluding documents incorporated therein by reference relating solely to securities of the Company other than the Stock), which are incorporated or deemed to be incorporated by reference in the Basic Prospectus pursuant to Item 12 of Form S-3, the term "Basic Prospectus" as used herein shall also mean such prospectus as so amended, revised or supplemented and reflecting such incorporation by reference.  The various parts of such registration statement in the form in which such parts became effective and as such parts may have been amended by all 
amendments thereto as of the Applicable Time (including, for these purposes, as an amendment, any document incorporated or deemed to be incorporated by reference in the Basic Prospectus), and including any information omitted from such registration statement at the time such part of such registration statement became effective but that is deemed to be part of such registration statement pursuant to Rule 430B under the Securities Act are hereinafter referred to as the "Registration Statement." The Basic Prospectus as it shall be supplemented to reflect the terms of the offering and sale of the Stock by a prospectus supplement dated the date hereof (together with the Basic Prospectus, the "Prospectus Supplement"), to be filed with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)") is hereinafter referred to as the "Prospectus."</LI><LI>(i)&nbsp;&nbsp;After the Applicable Time and during the time specified in Section 6(e) hereof, the Company will not file any amendment to the Regist
ration Statement or any supplement to the Prospectus (except any amendment or supplement relating solely to securities of the Company other than the Stock) or the Disclosure Package, and (ii) between the Applicable Time and the Closing Date, the Company will not file any document that is to be incorporated by reference in, or any supplement to, the Basic Prospectus, in either case, without prior notice to the Underwriters and to Pillsbury Winthrop Shaw Pittman LLP ("Counsel for the Underwriters"), or any such amendment or supplement to which the Underwriters or said Counsel shall reasonably object on legal grounds in writing.  For purposes of this Underwriting Agreement, any document that is filed with the Commission after the Applicable Time and incorporated or deemed to be incorporated by reference in the Prospectus or the Disclosure Package (except documents incorporated by reference relating solely to securities of the Company other than the Stock) pursuant to Item 12 of Form S-3 shall be deemed a supple
ment to the Prospectus or the Disclosure Package.</LI><LI>The Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Stock became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder and the Basic Prospectus, when delivered to the Underwriters for their use in marketing the Stock, fully complied, and the Prospectus, at the time it is filed with the Commission pursuant to Rule 424(b) and at the Closing Date, as it may then be amended or supplemented, will fully comply, in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith.  The documents incorporated or deemed to be incorporated by reference in the Basic Prospectus and the Prospectus pursuant to Item 12 of Form S-3, on the date filed with the Commission 
pursuant to the Exchange Act, fully complied or will fully comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith.  No such documents were filed with the Commission since the Commission's close of business on the business day immediately prior to the date of this Underwriting Agreement except as set forth on Part C of Schedule II hereto or such other documents as were delivered to you prior to the date of this Underwriting Agreement.  The Registration Statement did not, as of the latest date as of which any part of the Registration Statement relating to the Stock became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the 
statements therein not misleading.  At the time that the Basic Prospectus was delivered to the Underwriters for their use in marketing the Stock, the Basic Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.   At the time the Prospectus is filed with the Commission pursuant to Rule 424(b) and at the Closing Date, the Prospectus, as it may then be amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, on said dates and at such times, the documents then incorporated or deemed to be incorporated by reference in the Basic Prospectus and the Prospectus pursuant to Item 12 of Form S-3, when taken together with the Basic Prospectus and the Prospectus, 
or the Prospectus, as it may then be amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The foregoing representations and warranties in this paragraph (d) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus or the Prospectus, as they may be then amended or supplemented (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).</LI><LI>The Disclosure Package, and each electronic roadshow, if any, identified in Part B of Schedule II hereto when taken together with th
e Disclosure Package, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the documents then incorporated or deemed to be incorporated by reference in the Disclosure Package, when taken together with the Disclosure Package, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter specifically for use in connection with the preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of 
any Underwriter consists of the information described as such in Section 9(b) hereof).  For purposes hereof, (i) "Disclosure Package" shall mean (w) the Basic Prospectus as amended or supplemented immediately prior to 3:30 EST (2:30 Central) on the date of this Underwriting Agreement (the time at which the Underwriters and the Company agreed upon the pricing terms set forth in the final term sheet attached&nbsp;as Annex A to Schedule II to this Underwriting Agreement) (the "Applicable Time"), (x) the Free Writing Prospectuses, if any, identified in Part A of Schedule II hereto and (y) any additional information, if any, identified in Part D of Schedule II hereto, (ii) "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, and (iii) "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.</LI><LI>Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuan
t to Section 6(b) hereof does not include any information that conflicts with the information contained in the Registration Statement, the Basic Prospectus or the Prospectus, including any document incorporated or deemed to be incorporated by reference therein that has not been superseded or modified.  If there occurs an event or development as a result of which the Disclosure Package<I> </I>would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented.  The foregoing two sentences do not apply to statements in or omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by the Underwriters on behalf of any Underwriter specifically for use in connection with th
e preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).</LI><LI>The issuance and sale of the Stock and the fulfillment of the terms of this Underwriting Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Articles, the Articles of Amendment or any indenture or other agreement or instrument to which the Company is now a party.</LI><LI>Except as set forth in or contemplated by the Disclosure Package, the Company possesses adequate franchises, licenses, permits, and other rights to conduct its business and operations as now conducted, without any known conflicts with the rights of others which could have a material adverse effect on the Company.</LI><LI>The Company maintains (x) systems of internal controls and processes sufficient to provide reasonable assurance that (i)&nbsp;transactions are
 executed in accordance with management's general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii)&nbsp;access to assets is permitted only in accordance with management's general or specific authorization; and (iv)&nbsp;the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (y) disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).</LI></OL>

<U><P ALIGN="JUSTIFY"></U><LI><u>Offering</u>. The Company is advised by the Underwriters that they propose to make a public offering of their respective portions of the Stock as soon after the effectiveness of this Underwriting Agreement as in their judgment is advisable.  The Company is further advised by the Underwriters that the Stock will be offered to the public at a public offering price of $25.00 per share, plus accumulated dividends, if any.<U><P ALIGN="JUSTIFY"></U><LI><u>Time and Place of Closing; Delivery of the Stock</u>. Delivery of the Stock and payment to the Company of the purchase price and to the Underwriters of the compensation therefor by wire transfer of immediately available funds shall be made at the offices of Thelen Reid &amp; Priest LLP, 875 Third Avenue, New York, New York, at 10:00 A.M., New York time, on March 24, 2006, or at such other time on the same or such other day as shall be agreed upon by the Company and the Representatives, or as may be established in accordance with S
ection 11 hereof.  The hour and date of such delivery and payment are herein called the "Closing Date."
<P ALIGN="JUSTIFY">The Stock shall be delivered to the Underwriters in book-entry only form through the facilities of The Depository Trust Company in New York, New York.  The certificate for the Stock shall be in the form of one typewritten global security in fully registered form, in the aggregate number of shares of the Stock, and registered in the name of Cede &amp; Co., as nominee of The Depository Trust Company.  The Company agrees to make the Stock available to the Underwriters for checking not later than 2:30&nbsp;P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between the Underwriters and the Company, or at such other time and/or date as may be agreed upon between the Underwriters and the Company.</P>
<U><P ALIGN="JUSTIFY"></U><LI><u>Covenants of the Company</u>. The Company covenants and agrees with the several Underwriters that:<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Not later than the Closing Date, the Company will deliver to the Underwriters a conformed copy of the Registration Statement in the form that it or the most recent post-effective amendment thereto became effective, certified by an officer of the Company to be in such form.</LI><LI>The Company will prepare a final term sheet, containing solely a description of the final terms of the Stock and the offering thereof, in a form approved by the Representatives and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule.</LI><LI>The Company will deliver to the Underwriters as many copies of the Prospectus (and any amendments or supplements thereto) and each Issuer Free Writing Prospectus as the Underwriters may reasonably request.</LI><LI>The Company will cause the Prospectus to be filed with the Commission pursuant to and in compliance with Rule 424(b) (without reliance on Rule 424(b)(8) under the Securities Act) and will advise the Re
presentatives, promptly of the issuance of any stop order under the Securities Act with respect to the Registration Statement, any Issuer Free Writing Prospectus, the Basic Prospectus or the Prospectus or the institution of any proceedings therefor or pursuant to Section 8A of the Securities Act of which the Company shall have received notice.  The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued.</LI><LI>During such period of time as the Underwriters are required by law to deliver a prospectus (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) after this Underwriting Agreement has become effective, if any event relating to or affecting the Company, or of which the Company shall be advised by the Underwriters in writing, shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus or the Disclosure Package in order 
to make the Prospectus or the Disclosure Package not misleading in the light of the circumstances when it is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser of the Stock, the Company will amend or supplement the Prospectus or the Disclosure Package by either (i) preparing and filing with the Commission and furnishing to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus or the Disclosure Package, or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act which will supplement or amend the Prospectus or the Disclosure Package, so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus  (including in circumstances where such requirement may
 be satisfied pursuant to Rule 172 under the Securities Act) or the Disclosure Package is delivered to a purchaser, not misleading.  Unless such event relates solely to the activities of the Underwriters (in which case the Underwriters shall assume the expense of preparing any such amendment or supplement), the expenses of complying with this Section 6(e) shall be borne by the Company until the expiration of nine months from the time of effectiveness of this Underwriting Agreement, and such expenses shall be borne by the Underwriters thereafter.</LI><LI>The Company will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the "effective date of the registration statement" within the meaning of Rule 158 under the Securities Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the las
t paragraph of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.</LI><LI>At any time within six months of the date hereof, the Company will furnish such proper information as may be lawfully required by, and will otherwise cooperate in qualifying the Stock for offer and sale under, the blue sky laws of such jurisdictions as the Underwriters may reasonably designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Company to be unduly burdensome.</LI><LI>The Company will, except as herein provided, pay all fees, expenses and taxes (except transfer taxes) in connection with the offering of the Stock, including with respect to (i) the preparation and filing of the Registration Statement and any post-effective amendments thereto, (ii) the printing, issuance and delivery of the Stock, (iii) legal counsel
 relating to the qualification of the Stock under the blue sky laws of various jurisdictions in an amount not to exceed $3,500, (iv) the printing and delivery to the Underwriters of reasonable quantities of copies of the Registration Statement, the preliminary (and any supplemental) blue sky survey, the Basic Prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (e) of this Section&nbsp;6, (v) the rating of the Stock by one or more nationally recognized statistical rating agencies, and (vi) filings or other notices (if any) with or to, as the case may be, the National Association of Securities Dealers, Inc. (the "NASD") in connection with its review of the terms of the offering.  Except as provided above, the Company shall not be required to pay any expenses of the Underwriters, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section&nbsp;7, 8 or 12 hereof, the 
Company will reimburse the Underwriters for (A) the reasonable fees and expenses of Counsel for the Underwriters, whose fees and expenses the Underwriters agree to pay in any other event, and (B) reasonable out-of-pocket expenses in an aggregate amount not exceeding $15,000, incurred in contemplation of the performance of this Underwriting Agreement.  The Company shall not in&nbsp;any event be liable to the Underwriters for damages on account of loss of anticipated profits.</LI><LI>During a period of 60 days from the date of this Underwriting Agreement, the Company will not, without the consent of the Representatives, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any share of Preferred Stock or any security convertible into or exchangeable into or exercisable for Preferred Stock.</LI><LI>The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, and each Underwriter, severally 
and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Stock that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act, other than the final term sheet prepared and filed pursuant to Section 6(b) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses identified in Parts A and B of Schedule II hereto and any electronic road show identified in Part B of Schedule II hereto.  Any such Free Writing Prospectus consented to by the Representatives or the Company is hereinafter referred to as a "Permitted Free Writing Prospectus."  The Company agrees that (x) it has treated and will treat, as the
 case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, if applicable, in respect of timely filing with the Commission, legending and record keeping</LI></OL>

<U><P ALIGN="JUSTIFY"></U><LI><u>Conditions of Underwriters' Obligations</u>. The obligations of the Underwriters to purchase and pay for the Stock shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company on the Closing Date and to the following conditions:<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date as may be agreed upon by the Company and the Underwriters; and the final term sheet contemplated by Section 6(b) hereto and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433.</LI><LI>No stop order suspending the effectiveness of the Registration Statement, or preventing or suspending the use of the Basic Prospectus, any Issuer Free Writing Prospectus or the Prospectus, shall be in effect at or prior to the Closing Date; no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Stock shall be pending before, or, to the knowle
dge of the Company or the Underwriters, threatened by, the Commission on the Closing Date; and the Underwriters shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that as of the Closing Date, no such stop order has been or is in effect and that no proceedings for such purposes are pending before or, to the knowledge of the Company, threatened by the Commission.</LI><LI>At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Stock, one or more orders of the Arkansas Public Service Commission and the Tennessee Regulatory Authority authorizing the issuance and sale of the Stock on the terms set forth in, or contemplated by, this Underwriting Agreement.</LI><LI>At the Closing Date, the Underwriters shall have received from Friday, Eldredge &amp; Clark, LLP, Denise C. Redmann, Esq., Assista
nt General Counsel - Corporate and Securities of Entergy Services, Inc., and Thelen Reid &amp; Priest LLP, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A, B and C hereto, respectively, (i) with such changes therein as may be agreed upon by the Company and the Underwriters with the approval of Counsel for the Underwriters, and (ii) if the Disclosure Package or the Prospectus shall be supplemented after being furnished to the Underwriters for use in offering the Stock, prior to the Closing Date, with changes therein to reflect such supplementation.</LI><LI>At the Closing Date, the Underwriters shall have received from Counsel for the Underwriters an opinion, dated the Closing Date, substantially in the form set forth in Exhibit D hereto, with such changes therein as may be necessary to reflect any supplementation of the Disclosure Package or the Prospectus prior to the Closing Date.</LI><LI>On or prior to the date this Underwriting Agreement became effective, the Underwrit
ers shall have received from Deloitte &amp; Touche LLP, the Company's independent registered public accountants (the "Accountants"), a letter dated the date hereof and addressed to the Underwriters to the effect that (i) they are independent registered public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules audited by them and included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (iii) on the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 100, <U>Interim Financial I
nformation</U>, on the latest unaudited financial statements, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, if any, other committees thereof specified therein and the stockholder of the Company, since December 31, 2005 to a specified date not more than three business days prior to the date of such letter, and inquiries of officers of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter and, accordingly, that the Accountants make no representations as to the sufficiency of such proc
edures for the purposes of the Underwriters), nothing has come to their attention which caused them to believe that, to the extent applicable, (A) the unaudited financial statements of the Company (if any) included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles; (C) at the date of the latest available balance sheet read by the Accountants and at a subsequent specified date not more than three business days prior to the date of the letter, there was any change in the capital stock of the Company, increase in long-term debt of the Company, or decrease in its net current assets or stockholders' equity, in e
ach case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, except in all instances for changes, increases or decreases which the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur, for declarations of dividends, for the repayment or redemption of long-term debt, for the amortization of premium on long-term debt, for any increases in long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for changes, increases or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (D) for the period from the closing date of the most recent income statement incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus to the closing date of the latest available income statement read by the Accountants, there
 were any decreases, as compared to the corresponding period in the preceding year, in operating revenues, operating income or net income, except in all instances for decreases that the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to the Company (x) set forth in the Registration Statement, the Disclosure Package and the Prospectus, and (y) set forth in documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act as specified in Exhibit E hereto, in each case, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obta
ined from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in such letter, and found them to be in agreement.</LI><LI>At the Closing Date, the Underwriters shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that (i) as of the Closing Date, the representations and warranties of the Company contained herein are true and correct, (ii) the Company has performed and complied with all agreements and conditions in this Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date and (iii) since the most recent date as of which information is given in the Prospectus, as it may then be amended or supplemented, there has not been any material adverse change in the business, property or financial condition 
of the Company and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business, in each case other than as referred to in, or contemplated by, the Prospectus, as it may then be amended or supplemented.</LI><LI>At the Closing Date, the Underwriters shall have received from the Accountants a letter, dated the Closing Date, confirming, as of a date not more than three business days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 7(f) hereof.</LI><LI>On or prior to the Closing Date, the Underwriters shall have received from the Company evidence reasonably satisfactory to the Underwriters that the Stock has received ratings of at least Ba1 from Moody's Investors Service, Inc., at least BB+ from Standard &amp; Poor's Ratings Services and BBB- from Fitch Ratings Inc<B>.</LI></B><LI>Between the date hereof and the Closing Date, neither Moody's Investors Service, Inc., Standard &amp; Poor's Ratings 
Services nor Fitch Ratings Inc<B>. </B>shall have lowered its rating of any of the Company's outstanding securities in any respect.</LI><LI>Between the date hereof and the Closing Date, no event shall have occurred with respect to or otherwise affecting the Company, which, in the reasonable opinion of the Representatives materially impairs the investment quality of the Stock.</LI><LI>On or prior to the Closing Date, the Company shall have filed the Articles of Amendment in the Office of the Arkansas Secretary of State in form and substance reasonably satisfactory to the Representatives and such filing shall have been accepted by the Office of the Arkansas Secretary of State.</LI><LI>All legal matters in connection with the issuance and sale of the Stock shall be satisfactory in form and substance to Counsel for the Underwriters.</LI><LI>The Company shall furnish the Underwriters with additional conformed copies of such opinions, certificates, letters and documents as may be reasonably requested.</LI></P></OL
>

<P ALIGN="JUSTIFY">If any of the conditions specified in this Section 7 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Representatives at any time on or prior to the Closing Date upon notice thereof to the Company. Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 6 and in Section 10 hereof.</P>
<U><P ALIGN="JUSTIFY"></U><LI><u>Conditions of Company's Obligations</u>. The obligations of the Company hereunder shall be subject to the following conditions:<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall be in effect at or prior to the Closing Date, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Stock shall be pending before, or threatened by, the Commission on the Closing Date.</LI><LI>At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Stock, orders of the Arkansas Public Service Commission and the Tennessee Regulatory Authority authorizing the issuance and sale of the Stock on the terms set forth in, or contemplated by, this Underwriting Agreement.</LI></P></OL>

<P ALIGN="JUSTIFY">In case any of the conditions specified in this Section 8 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company at any time on or prior to the Closing Date upon notice thereof to the Representatives.  Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 6 and in Section 10 hereof.</P>
<U><P ALIGN="JUSTIFY"></U><LI><u>Indemnification</u>.  The Company shall indemnify, defend and hold harmless each Underwriter and each person who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which each Underwriter or any or all of them may become subject under the Securities Act or any other statute or common law and shall reimburse each Underwriter and any such controlling person for any legal or other expenses (including to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or suppl
emented, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus, or any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 6(b) hereof, as each may be amended or supplemented, or in the Disclosure Package or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such state
ment or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by such Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any thereof or the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof); and provided further, that the indemnity agreement contained in this subsection shall not inure to the benefit of any Underwriter, or to the benefit of any person controlling such Underwriter, on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of the Stock to any person in respect of the Basic Prospectus or any Issuer Free Writing Prospectus, each as may be then supplemented or amended, furnished by such Underw
riter to a person to whom any of the Stock were sold (excluding in all cases, however, any document then incorporated by reference therein), insofar as such indemnity relates to any untrue or misleading statement or omission made in such Basic Prospectus or Issuer Free Writing Prospectus, if a copy of a supplement or amendment to such Basic Prospectus, or Issuer Free Writing Prospectus (excluding in all cases, however, any document then incorporated by reference therein) (i) is furnished on a timely basis by the Company to the Underwriter, (ii) is required to have been conveyed to such person by or on behalf of such Underwriter, at or prior to the Applicable Time, but was not so conveyed (which conveyance may be oral (if permitted by law) or written) by or on behalf of such Underwriter and (iii) would have cured the defect giving rise to such loss, claim, damage, liability, expense or action.<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Each Underwriter shall indemnify, defend and hold harmless the Company, its directors and officers and each person who controls the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein
 a material fact required to be stated therein or necessary to make the statements therein not misleading, or upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or in the Disclosure Package or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, if, but only if, such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by such Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto or the Disclosure Package.  The Company acknowledges that the statements set forth (i) in the las
t paragraph of the cover page of the Prospectus Supplement regarding delivery of the Stock and (ii)&nbsp;in the third paragraph, in the second sentence of the fifth paragraph and in the sixth paragraph under the caption "Underwriting" in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus and the Disclosure Package.</LI><LI>In case any action shall be brought, based upon the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus or the Disclosure Package, against any party in respect of which indemnity may be sought pursuant to either of the preceding paragraphs, such party (hereinafter called the indemnified party) shall promptly notify the party or parties against whom indemnity shall be sought hereunder (hereinafter called the indemnifying party) in writing, and the indemnifying
 party shall have the right to participate at its own expense in the defense of any such action or, if it so elects, to assume (in conjunction with any other indemnifying party) the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses.  If the indemnifying party shall elect not to assume the defense of any such action, the indemnifying party shall reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by such indemnified party.  Such indemnified party shall have the right to employ separate counsel in any such action in which the defense has been assumed by the indemnifying party and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel has been specifically authorized by the indemnifying party or (ii) the named parties to any such action (including any impleaded parties) i
nclude each of such indemnified party and the indemnifying party and such indemnified party shall have been advised by such counsel that a conflict of interest between the indemnifying party and such indemnified party may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such indemnified party (plus any local counsel retained by such indemnified party in its reasonable judgment)).  The indemnified party shall be reimbursed for all such fees and expenses as they are incurred.  The indemnifying party shall not be liable for any settlement of any such action effected without its consent,
 but if any such action is settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity has or could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding.</LI><LI>If the indemnification provided for under subsections (a) or (b) in this Section 9 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then e
ach indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Stock or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (after deducting underw
riting discounts and commissions but before deducting expenses) to the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus Supplement.  The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by any of the Underwriters and such parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.</LI></P></OL>

<P ALIGN="JUSTIFY">The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Stock underwritten by it and distributed to the public was offered to the public exceeds the amount of any damages which such Underwriter
 has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters' obligations to contribute pursuant to this Section 9(d) are several in proportion to their respective underwriting obligations and not joint.</P>
<U><P ALIGN="JUSTIFY"></U><LI><u>Survival of Certain Representations and Obligations</u>. Any other provision of this Underwriting Agreement to the contrary notwithstanding, (a) the indemnity and contribution agreements contained in Section 9 of, and the representations and warranties and other agreements of the Company contained in, this Underwriting Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or by or on behalf of the Company or its directors or officers, or any person referred to in Section 9 hereof and (ii) acceptance of and payment for the Stock, and (b) the indemnity and contribution agreements contained in Section 9 shall remain operative and in full force and effect regardless of any termination of this Underwriting Agreement.<U><P ALIGN="JUSTIFY"></U><LI><u>Default of Underwriters</u>. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms
 hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the number of shares of Stock that it has agreed to purchase and pay for hereunder, and the number of shares of Stock that such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of shares of Stock, the other Underwriters shall be obligated to purchase the shares of Stock that such defaulting Underwriter agreed but failed or refused to purchase; provided that in no event shall the number of shares of Stock that such Underwriter has agreed to purchase pursuant to Schedule I hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of shares of Stock without written consent of such Underwriter.  If such Underwriter shall fail or refuse to purchase the number of shares of Stock and the aggregate number of shares of Stock with respect to which such default occurs is more than one-tenth of the aggregate number of sha
res of the Stock, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective number of shares of Stock that they had severally agreed to purchase hereunder, and, in addition, the number of shares of Stock that the defaulting Underwriter shall have so failed to purchase up to a number of shares thereof equal to one-ninth of the respective number of shares of Stock that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, the number of shares of Stock that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a).  I
n the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective number of shares of Stock, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine.  In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement.  In the absence of such election by the Company, this Underwriting Agreement will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting party except as otherwise provided in paragraph (h) of Se
ction 6 and in Section 10 hereof.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.<U><P ALIGN="JUSTIFY"></U><LI><u>Termination</u>. This Underwriting Agreement shall be subject to termination by written notice from the Representatives to the Company, if (a) after the execution and delivery of this Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended or limited on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial ban
king or securities settlement or clearing services in the United States shall have occurred, (iv) there shall have occurred any material outbreak or escalation of hostilities or any calamity or crisis that, in the judgment of the Representatives is material and adverse, or (v) any material adverse change in financial, political or economic conditions in the United States or elsewhere shall have occurred and (b) in the case of any of the events specified in clauses (a)(i) through (v), such event singly or together with any other such event makes it, in the reasonable judgment of the Representatives impracticable to market the Stock.  This Underwriting Agreement shall also be subject to termination, upon notice by the Representatives as provided above, if, in the judgment of the Representatives, the subject matter of any amendment or supplement (prepared by the Company) to the Disclosure Package or the Prospectus (except for information relating solely to the manner of public offering of the Stock or to the ac
tivity of the Underwriters or to the terms of any securities of the Company other than the Stock) filed or issued after the Applicable Time by the Company shall have materially impaired the marketability of the Stock.  Any termination hereof, pursuant to this Section 12, shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 6 and in Section 10 hereof.<U><P ALIGN="JUSTIFY"></U><LI><u>Miscellaneous</u>. THE RIGHTS AND DUTIES OF THE PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  This Underwriting Agreement shall become effective when a fully executed copy hereof is delivered to the Representatives by the Company.  This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so exec
uted and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement.  This Underwriting Agreement shall inure to the benefit of each of the Company, the Underwriters and, with respect to the provisions of Section 9 hereof, each director, officer and other person referred to in Section 9 hereof, and their respective successors.  Should any part of this Underwriting Agreement for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Underwriting Agreement had been executed with the invalid portion thereof eliminated. Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement.  The term "successor" as used in this Underwriting Agreement shall not include any purchaser, as 
such, of any Stock from the Underwriters.<U><P ALIGN="JUSTIFY"></U><LI><u>Notices</u>. All communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as representatives of the Underwriters, at the addresses set forth at the beginning of this Underwriting Agreement to the attention of Debt Capital Markets, Power Group (fax: 212-526 0943) (with a copy to Lehman Brothers Inc., 745 Seventh Avenue, New York, NY 10019, Attention: General Counsel), in the case of Lehman Brothers Inc., and to the attention of the High Grade Debt Syndicate Desk (fax: 704-383-0661) in the case of Wachovia Capital Markets, LLC, or, if to the Company, shall be mailed or delivered to it at 425 West Capitol Avenue, 40th Floor, Little Rock, Arkansas 72201, Attention: Treasurer, or, if to Entergy Services, Inc., shall be mailed or delivered to it at 20 Greenway Plaza, Suite 500, Houston, Texas 77046, Attention: Treasurer.<U><P ALIGN="JUSTI
FY"></U><LI><u>No fiduciary duty</u>.  The Company hereby acknowledges that (a) the Underwriters are acting as principals and not as agents or fiduciaries of the Company and (b) its engagement of the Underwriters in connection with the issuance of the Stock is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgment in connection with the issuance of the Stock (irrespective of whether the Underwriters have advised or are currently advising the Company on related or other matters). Nothing in this Section is intended to modify in any way the Underwriters' obligations expressly set forth in this Underwriting Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"></U><LI><u>Integration</u>. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.</P></OL>
</OL>

<P>&nbsp;</P>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <blockquote>
            <blockquote>
              <blockquote>

<P>Very truly yours,</P>
<P>ENTERGY ARKANSAS, INC.</P>
<P>By:  <U>/s/ Frank Williford&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<br>

</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:&#9;Frank Williford<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:&#9;Assistant Treasurer</P>
              </blockquote>
            </blockquote>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>

<P>Accepted as of the date first above written:</P>

<FONT SIZE=2><P>&nbsp;</P>
</FONT><P>LEHMAN BROTHERS INC.<br>
WACHOVIA CAPITAL MARKETS, LLC<br>
BARCLAYS CAPITAL INC.<br>
STEPHENS INC.</P>
<P>By:  LEHMAN BROTHERS INC.</P>
<P>&nbsp;</P>
<P>By:  <U>/s/ Martin Goldberg&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<br>

</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name: Martin Goldberg <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title: Senior Vice President</P><DIR>
<DIR>

<P>&nbsp;</P></DIR>
</DIR>

<P>By:  WACHOVIA CAPITAL MARKETS, LLC</P>

<P>&nbsp;</P>
<P>By:  <U>/s/ Jacob Horstman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<br>

</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name: Jacob Horstman<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title: Vice President</P>

<U><P ALIGN="CENTER">SCHEDULE I</P>
</U><P ALIGN="CENTER">Entergy Arkansas, Inc.<BR>
3,000,000 Shares<BR>
6.45% Preferred Stock, Cumulative, $25 Par Value</P>
<P ALIGN="CENTER"><CENTER>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=566 style="border-collapse: collapse" bordercolor="#111111">
<TR>
  <TD WIDTH="326" VALIGN="BOTTOM" style="border-right-style: none; border-right-width: medium; border-bottom-style: solid; border-bottom-width: 1">
<P ALIGN="CENTER">Name of Underwriters</TD>
<TD WIDTH="35" VALIGN="BOTTOM" style="border-style: none; border-width: medium">
&nbsp;</TD>
<TD WIDTH="205" VALIGN="BOTTOM" style="border-left-style: none; border-left-width: medium; border-bottom-style: solid; border-bottom-width: 1">
<P ALIGN="CENTER">Number of Shares</TD>
</TR>
<TR>
  <TD WIDTH="326" VALIGN="TOP" style="border-left-style: none; border-left-width: medium; border-right-style: none; border-right-width: medium; border-bottom-style: none; border-bottom-width: medium">
&nbsp;</TD>
<TD WIDTH="35" VALIGN="TOP" style="border-style: none; border-width: medium" align="center">
&nbsp;</TD>
<TD WIDTH="205" VALIGN="TOP" style="border-left-style: none; border-left-width: medium; border-right-style: none; border-right-width: medium; border-bottom-style: none; border-bottom-width: medium" align="center">
&nbsp;</TD>
</TR>
<TR>
  <TD WIDTH="326" VALIGN="TOP" style="border-top-style: none; border-top-width: medium">
<P>Lehman Brothers Inc.</TD>
<TD WIDTH="35" VALIGN="TOP" style="border-top-style: none; border-top-width: medium" align="center">
&nbsp;</TD>
<TD WIDTH="205" VALIGN="TOP" style="border-top-style: none; border-top-width: medium" align="center">
<P>1,200,000</TD>
</TR>
<TR><TD WIDTH="326" VALIGN="TOP">
<P>Wachovia Capital Markets, LLC</TD>
<TD WIDTH="35" VALIGN="TOP" align="center">
&nbsp;</TD>
<TD WIDTH="205" VALIGN="TOP" align="center">
<P>1,200,000</TD>
</TR>
<TR><TD WIDTH="326" VALIGN="TOP">
<P>Barclays Capital Inc.</TD>
<TD WIDTH="35" VALIGN="TOP" align="center">
&nbsp;</TD>
<TD WIDTH="205" VALIGN="TOP" align="center">
<P>&nbsp;&nbsp;&nbsp;450,000</TD>
</TR>
<TR><TD WIDTH="326" VALIGN="TOP">
<P>Stephens Inc.</TD>
<TD WIDTH="35" VALIGN="TOP" align="center">
&nbsp;</TD>
<TD WIDTH="205" VALIGN="TOP" align="center">
<U><P>&nbsp;&nbsp;&nbsp;150,000</U></TD>
</TR>
<TR><TD WIDTH="326" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="35" VALIGN="TOP" align="center">&nbsp;</TD>
<TD WIDTH="205" VALIGN="TOP" align="center">&nbsp;</TD>
</TR>
<TR><TD WIDTH="326" VALIGN="TOP"><DIR>
<DIR>
<DIR>

<P>TOTAL</DIR>
</DIR>
</DIR>
</TD>
<TD WIDTH="35" VALIGN="TOP" align="center">
&nbsp;</TD>
<TD WIDTH="205" VALIGN="TOP" align="center">
<P>               <U>3,000,000</U></TD>
</TR>
</TABLE>
</CENTER></P>


<P>&nbsp;</P>
<P ALIGN="CENTER">SCHEDULE&nbsp;II</P>

<P>Part A - Schedule of Free Writing Prospectuses included in the Disclosure Package</P>

<UL>
<LI>Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus)</LI></UL>

<P>Part B - Schedule of Free Writing Prospectuses not included in the Disclosure Package</P>

<UL>
<LI>None</LI></UL>

<P>Part C - Additional Documents Incorporated by Reference</P>

<UL>
<LI>None</LI></UL>

<P>Part D - Additional Information</P>

<UL>
<LI>None</LI></UL>

<B><P ALIGN="CENTER">Final Term Sheet</P>
<FONT SIZE=1><P ALIGN="CENTER"></P>
</B></FONT><P ALIGN="left"><IMG SRC="a03706image.gif" WIDTH=168 HEIGHT=68></P>
<FONT SIZE=1><P ALIGN="CENTER"></P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">Entergy Arkansas, Inc.<br>
</FONT>$75,000,000 6.45% Perpetual Cumulative Preferred Stock</P>
<FONT SIZE=3><P ALIGN="CENTER"></P>
</B><P>Pricing Date:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;March 20, 2006</P>

<P>Settlement Date:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;March 24, 2006 (T+4)</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp; Amount:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;$75,000,000</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp; Security Type:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;Cumulative Perpetual Preferred Stock</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp; Maturity:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;Perpetual</P>

<P>Legal Format:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;SEC Registered</P>

<P>Ratings:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;Ba1 / BB+ / BBB-</P>

<P>Par Value:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;$25.0</P>

<P>Number of Shares:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;3.0 million shares</P>

<P>Day Count Convention:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;30/360</P>

<P>Payment Dates:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;First dividend payment date will be July 1, 2006.  Thereafter, dividends will be paid quarterly on<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the 1<SUP>st</SUP> of January, April, July and October.</P>

<P>Optional Redemption:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;The Preferred Stock is not redeemable prior to April 1, 2011.  On or after April 1, 2011, the<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Preferred Stock will be redeemable in whole or in part, upon not less than 30 nor more than 60<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; days' notice, at a redemption price equal to $25 per share plus an amount equivalent to<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; accumulated and unpaid dividends.</P>

<P>Dividend Rate:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;6.45%</P>

<P>Gross Spread:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;2.00%</P>

<P>Price to Public:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;$75,000,000</P>

<P>Underwriting Fee:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;$1,500,000</P>

<P>Net Proceeds:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;$73,500,000</P>

<P>CUSIP:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;&#9;29364D 78 7</P>

<P>Joint Bookrunners:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Lehman Brothers Inc. (40%)<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Wachovia Capital Markets, LLC (40%)</P>

<P>Co-Managers:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;Barclays Capital Inc. (15%)<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Stephens Inc. (5%)</P>

</FONT><P ALIGN="RIGHT">EXHIBIT A</P>
<P ALIGN="CENTER">[Letterhead of Friday, Eldredge &amp; Clark, LLP]</P>
<P ALIGN="RIGHT">March 24, 2006</P>

<A NAME="OLE_LINK1">
<P></A>LEHMAN BROTHERS INC.<br>
WACHOVIA CAPITAL MARKETS, LLC<br>
BARCLAYS CAPITAL INC.<br>
STEPHENS INC.<br>
&nbsp;</P>

<P>c/o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Lehman Brothers Inc.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;745 Seventh Avenue<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;New  York, New York 10019</P>

<P>&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Wachovia Capital Markets, LLC<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;One Wachovia Center, DC-7<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;301 South College Street<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Charlotte, North Carolina 28288</P>

<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">We have acted as Arkansas counsel for Entergy Arkansas, Inc., an Arkansas corporation (the "Company"), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement effective March 20, 2006 (the "Underwriting Agreement"), between the Company and you, of 3,000,000 Shares of its 6.45% Preferred Stock, Cumulative, $25 Par Value (the "Stock").  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Articles of Amendment; (b) the Articles and the Company's By-Laws, as amended; (c) the Underwriting Agreement; (d) the Registration Statement, the Prospectus and the Disclosure Package; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Stock by the Company and the execution and delivery by the Company of the Underwriting Agreement; (f)&nbsp;the proceedings before and the orders entered by the Arkansas Public Service Commission and the Tennessee Regulatory Authority relating to the issuance and sale of the Stock by the Company; and (g) the proceedings before and the order effective October 16, 1991, by the Missouri Public Service Commission determining, among other things, that the Company, upon the transfer of its Missouri retail customers as contemplated by the order, would be relieved of any public utilit
y obligations in the State of Missouri (the "MPSC Order").  We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  We have not examined the Stock, except a specimen thereof, and we have relied upon a certificate of the transfer agent and registrar for the Stock as to the countersignature and registration thereof.</P>
<P ALIGN="JUSTIFY">In making our examination of documents and instruments executed or to be executed by persons other than the Company, we have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof by such person, and the due execution and delivery by or on behalf of such person of each such document and instrument.  In the case of any such other person that is not a natural person, we have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which such other person was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon the ability of such other person to execute, deli
ver and/or perform such other person's obligations under any such document or instrument.  We have further assumed that each document, instrument, agreement, record and certificate reviewed by us for purposes of rendering the opinions expressed below has not been amended by oral agreement, conduct or course of dealing of the parties thereto, although we have no knowledge of any facts or circumstances that could give rise to such amendment.</P>
<P ALIGN="JUSTIFY">As to questions of fact material to the opinions expressed herein, we have relied upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement and certificates delivered at the closing of the sale of the Stock) and appropriate public officials without independent verification of such matters except as otherwise described herein and upon statements in the Registration Statement, the Prospectus and the Disclosure Package.</P>
<P ALIGN="JUSTIFY">Based on the foregoing and subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P>
<P ALIGN="JUSTIFY">(1)&#9;The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Arkansas, has due corporate power and authority to conduct the business that it is described as conducting in the Prospectus and to own and operate the properties owned and operated by it in such business and is duly qualified to conduct such business as a foreign corporation in the States of Missouri and Tennessee.</P>
<P ALIGN="JUSTIFY">(2)&#9;The Stock conforms as to legal matters with the statements concerning it in the Prospectus, has been legally and validly authorized and issued, is fully paid and non-assessable, and is entitled to the rights and preferences set forth in the Articles and the Articles of Amendment.</P>
<P ALIGN="JUSTIFY">(3)&#9;The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</P>
<P ALIGN="JUSTIFY">(4)&#9;Appropriate orders have been entered by the Arkansas Public Service Commission and the Tennessee Regulatory Authority authorizing the issuance and sale of the Stock by the Company, and the transactions contemplated by the MPSC Order have been completed; to the best of our knowledge, said orders are in full force and effect; no further approval, authorization, consent or other order of any governmental body <A NAME="OLE_LINK2">of the States of Arkansas, Missouri, Tennessee or Wyoming </A>(other than in connection or compliance with the provisions of the securities or blue sky laws of such jurisdictions, as to which we express no opinion) is legally required to permit the issuance and sale of the Stock by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body of the States of Arkansas, Missouri, Tennessee or Wyoming is legally required to permit the performance by the Company of its obligations with r
espect to the Stock or under the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">(5)&#9;The issuance and sale by the Company of the Stock and the execution, delivery and performance by the Company of the Underwriting Agreement will not violate (a) the Articles of Amendment, (b)&nbsp;the Articles or the Company's By-Laws, as amended, (c) any provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Company pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to us (having made due inquiry with respect thereto) to which the Company is a party or which purports to be binding upon the Company or upon any of its assets, or (d) any provision of any law or regulation of the States of Arkansas, Missouri, Tennessee or Wyoming applicable to the Company or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentali
ty of the States of Arkansas, Missouri, Tennessee or Wyoming applicable to the Company (except that various consents of, and filings with, governmental authorities may be required to be obtained or made, as the case may be, in connection or compliance with the provisions of the securities or blue sky laws of such jurisdictions, as to which we express no opinion).</P>
<P ALIGN="JUSTIFY">We have examined the portions of the information contained in the Registration Statement that are stated therein to have been made on our authority, and we believe such information to be correct.  We have examined the opinions of even date herewith rendered to you by Thelen Reid &amp; Priest LLP and Pillsbury Winthrop Shaw Pittman LLP, and concur in the conclusions expressed therein insofar as they involve questions of Arkansas, Missouri, Tennessee and Wyoming law.  </P>
<P ALIGN="JUSTIFY">We are members of the Arkansas Bar and, for purposes of this opinion, do not hold ourselves out as experts on the laws of any jurisdiction other than the State of Arkansas.  Except as provided in the immediately following sentence, this opinion is limited to matters affected by Arkansas law.  With respect to the opinion set forth in paragraph (4) above as to matters affected by Missouri, Tennessee or Wyoming law, you are advised that our opinions are based upon our correspondence and consultation with attorneys licensed in Missouri, Tennessee and Wyoming and with Tennessee regulatory officials and upon the MPSC Order.  As to all matters of New York law, we have relied (without independent inquiry), with your approval, upon the opinion of even date herewith addressed to you by Thelen Reid &amp; Priest LLP.</P>
<P ALIGN="JUSTIFY">The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent, except that Thelen Reid &amp; Priest LLP and Pillsbury Winthrop Shaw Pittman LLP may rely on this opinion as to all matters of Arkansas, Missouri, Tennessee and Wyoming law in rendering their opinions required to be delivered under the Underwriting Agreement.</P><DIR>
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<P>Very truly yours,</P>
<P>FRIDAY, ELDREDGE &amp; CLARK, LLP</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
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</DIR>
</DIR>

<P ALIGN="RIGHT">EXHIBIT B</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">[Letterhead of Entergy Services, Inc.]</P>

<P>&nbsp;</P>
<P ALIGN="RIGHT">March 24, 2006</P>

<P>&nbsp;</P>

<A NAME="OLE_LINK1">
<P></A>LEHMAN BROTHERS INC.<br>
WACHOVIA CAPITAL MARKETS, LLC<br>
BARCLAYS CAPITAL INC.<br>
STEPHENS INC.<br>
&nbsp;</P>

<P>c/o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Lehman Brothers Inc.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;745 Seventh Avenue<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;New  York, New York 10019</P>

<P>&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Wachovia Capital Markets, LLC<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;One Wachovia Center, DC-7<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;301 South College Street<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Charlotte, North Carolina 28288</P>

<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">I have acted as counsel for Entergy Arkansas, Inc., an Arkansas corporation (the "Company"), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement effective March 20, 2006<B> </B>(the "Underwriting Agreement"), between the Company and you, of 3,000,000 Shares of its 6.45% Preferred Stock, Cumulative, $25 Par Value (the "Stock"). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement</P>
<P ALIGN="JUSTIFY">In my capacity as such counsel, I have either participated in the preparation of or have examined and am familiar with: (a) the Articles of Amendment; (b) the Articles and the Company's By-laws, as amended; (c) the Underwriting Agreement; (d) the Registration Statement, the Prospectus and the Disclosure Package; and (e)&nbsp;the records of various corporate proceedings relating to the authorization, issuance and sale of the Stock by the Company and the execution and delivery by the Company of the Underwriting Agreement. I have also examined or caused to be examined such other documents and have satisfied myself as to such other matters as I have deemed necessary in order to render this opinion.  I have not examined the Stock, except a specimen thereof, and I have relied upon a certificate of the transfer agent and registrar as to the countersignature and registration thereof.  In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the au
thenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies and the authenticity of the originals of such latter documents.  </P>
<P ALIGN="JUSTIFY">In making my examination of documents and instruments executed or to be executed by persons other than the Company, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof by such person, and the due execution and delivery by or on behalf of such person of each such document and instrument. In the case of any such other person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which such other person was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon the ability of such other person to execute, deliver 
and/or perform such other person's obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by oral agreement, conduct or course of dealing of the parties thereto, although I have no knowledge of any facts or circumstances that could give rise to such amendment.</P>
<P ALIGN="JUSTIFY">As to questions of fact material to the opinions expressed herein, I have relied upon statements in the Registration Statement, the Prospectus and the Disclosure Package and upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement and certificates delivered at the closing of the sale of the Stock) and appropriate public officials without independent verification of such matters except as otherwise described herein.</P>
<P ALIGN="JUSTIFY">Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, I intend to signify that no information has come to my attention or the attention of any other attorneys acting for or on behalf of the Company or any of its affiliates that have participated in the negotiation of the transactions contemplated by the Underwriting Agreement, in the preparation of the Registration Statement, the Prospectus and the Disclosure Package or in the preparation of this opinion letter that would give me, or them, actual knowledge that would contradict such opinions. However, except to the extent necessary in order to give the opinions hereinafter expressed, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to knowledge of the existence or absence of such facts (except to the extent necessary in order to give the opinions hereinafter expressed) should be ass
umed.</P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, I am of the opinion that:</P>
<P ALIGN="JUSTIFY">&#9;(1)&#9;Except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which I do not express an opinion, the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Stock became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed by the Company with the Commission pursuant to the Exchange Act, and incorporated or deemed to be incorporated by referenc
e in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become, and on the date hereof is, effective under the Securities Act; and, to the best of my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.</P>
<P ALIGN="JUSTIFY">&#9;(2)&#9;No approval, authorization, consent or other order of any United States federal governmental body (other than under the Securities Act, which have been duly obtained) is legally required to permit the issuance and sale of the Stock by the Company pursuant to the Underwriting Agreement; and no approval, authorization, consent or other order of any United States federal governmental body is legally required to permit the performance by the Company of its obligations with respect to the Stock or under the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">&#9;(3)&#9;The issuance and sale by the Company of the Stock and the execution, delivery and performance by the Company of the Underwriting Agreement will not violate any provision of any United States federal law or regulation applicable to the Company or, to the best of my knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any United States federal governmental instrumentality applicable to the Company.</P>
<P ALIGN="JUSTIFY">In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, I have had discussions with certain of the officers, employees, and representatives of the Company and Entergy Services, Inc., with other counsel for the Company, and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. My examination of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions did not disclose to me any information which gives me reason to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Stock became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue stat
ement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to (i) the financial statements or other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package or (ii) the i
nformation contained in the Disclosure Package and the Prospectus under the caption "Book-Entry Only Securities."</P>
<P ALIGN="JUSTIFY">This opinion is limited to the federal laws of the United States of America. </P>
<P ALIGN="JUSTIFY">The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without my prior written consent.</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;&#9;&#9;&#9;&#9;Very truly yours,</P>

<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;&#9;&#9;&#9;&#9;Denise C. Redmann, Esq.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;&#9;&#9;&#9;&#9;Assistant General Counsel -<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;&#9;&#9;&#9;&#9;&#9;Corporate and Securities</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="RIGHT">EXHIBIT C</P>
<P ALIGN="CENTER">[Letterhead of Thelen Reid &amp; Priest LLP]</P>
<P ALIGN="RIGHT">March 24, 2006</P>

<A NAME="OLE_LINK1">
<P></A>LEHMAN BROTHERS INC.<br>
WACHOVIA CAPITAL MARKETS, LLC<br>
BARCLAYS CAPITAL INC.<br>
STEPHENS INC.<br>
&nbsp;</P>

<P>c/o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Lehman Brothers Inc.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;745 Seventh Avenue<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;New  York, New York 10019</P>

<P>&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Wachovia Capital Markets, LLC<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;One Wachovia Center, DC-7<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;301 South College Street<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Charlotte, North Carolina 28288</P>

<P>Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">We, together with Friday, Eldredge &amp; Clark, LLP and Denise C. Redmann, Esq., Assistant General Counsel - Corporate and Securities of Entergy Services, Inc., have acted as counsel for Entergy Arkansas, Inc., an Arkansas corporation (the "Company"), in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective March 20, 2006 (the "Underwriting Agreement"), between the Company and you, of 3,000,000 Shares of its 6.45% Preferred Stock, Cumulative, $25 Par Value (the "Stock").  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Articles of Amendment; (b) the Articles and the Company's By-Laws, as amended; (c) the Underwriting Agreement; (d) the Registration Statement, the Prospectus and the Disclosure Package; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Stock by the Company and the execution and delivery by the Company of the Underwriting Agreement; and (f) the proceedings before and the orders entered by the Arkansas Public Service Commission and the Tennessee Regulatory Authority relating to the issuance and sale of the Stock by the Company.  We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion.  As to such questions of fact material to the opinions expressed herein, we have relied upon represent
ations and certifications of officers of the Company (including but not limited to those contained in the Registration Statement, the Underwriting Agreement and certificates delivered at the closing of the sale of the Stock) and appropriate public officials without independent verification of such matters except as otherwise described herein.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  We have not examined the Stock, except a specimen thereof, and we have relied upon a certificate of the transfer agent and registrar for the Stock as to the countersignature and registration thereof.</P>
<P ALIGN="JUSTIFY">Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P>
<P ALIGN="JUSTIFY">(1)&#9;The Stock has been legally and validly authorized and issued, is fully paid and non-assessable, and is entitled to the rights and preferences set forth in the Articles and the Articles of Amendment</P>
<P ALIGN="JUSTIFY">(2)&#9;The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</P>
<P ALIGN="JUSTIFY">(3)&#9;Except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not express an opinion, the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Stock became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission by the Company pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference i
n the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not express an opinion), on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become, and on the date hereof is, effective under the Securities Act; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.</P>
<P ALIGN="JUSTIFY">(4)&#9;Appropriate orders have been issued by the Arkansas Public Service Commission and the Tennessee Regulatory Authority authorizing the issuance and sale of the Stock by the Company; to the best of our knowledge, said orders are in full force and effect; no further approval, authorization, consent or other order of any governmental body (other than under the Securities Act, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale of the Stock by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance by the Company of its obligations with respect to the Stock or under the Underwriting Agreement.</P>
<P>In passing upon the forms of the Registration Statement and the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us.  In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with other counsel for the Company, and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.  Our examination of the Registration Statement, the Disclosure Package and the Prospectus and our discussions did not disclose to us any information which
 gives us reason to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Stock became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements ther
ein, in the light of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to (i) the financial statements or other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package or (ii) the information contained in the Disclosure Package and the Prospectus under the caption "Book-Entry Only Securities".</P>
<P>This opinion is limited to the laws of the States of New York, Arkansas, Missouri, Tennessee and Wyoming and the United States of America.  As to all matters of Arkansas, Missouri, Tennessee and Wyoming law, we have relied (without independent inquiry) upon the opinion of even date herewith addressed to you by Friday, Eldredge &amp; Clark, LLP, counsel to the Company.  </P>
<P>The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent, except that Friday, Eldredge &amp; Clark, LLP may rely on this opinion as to all matters of New York law in rendering its opinion required to be delivered under the Underwriting Agreement.</P><DIR>
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<P>Very truly yours,</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>THELEN REID &amp; PRIEST LLP</P></DIR>
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<P ALIGN="RIGHT">EXHIBIT D</P>
<P ALIGN="CENTER">[Letterhead of Pillsbury Winthrop Shaw Pittman LLP]</P>
<P ALIGN="RIGHT">March 24, 2006</P>

<A NAME="OLE_LINK1">
<P></A>LEHMAN BROTHERS INC.<br>
WACHOVIA CAPITAL MARKETS, LLC<br>
BARCLAYS CAPITAL INC.<br>
STEPHENS INC.<br>
&nbsp;</P>

<P>c/o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Lehman Brothers Inc.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;745 Seventh Avenue<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;New  York, New York 10019</P>

<P>&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;Wachovia Capital Markets, LLC<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;One Wachovia Center, DC-7<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;301 South College Street<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#9;&#9;Charlotte, North Carolina 28288</P>

<P>Ladies and Gentlemen:</P>
<P>We have acted as your counsel in connection with the issuance and sale by Entergy Arkansas, Inc., an Arkansas corporation (the "Company"), of 3,000,000 Shares of 6.45% Preferred Stock, Cumulative, $25 Par Value (the "Stock"), pursuant to the Underwriting Agreement between you and the Company effective March 20, 2006 (the "Underwriting Agreement").  Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.</P>
<P>We are members of the New York Bar and, for purposes of this opinion, do not hold ourselves out as experts on the laws of any jurisdiction other than the State of New York and the United States of America.  We have, with your consent, relied (without independent inquiry) upon an opinion of even date herewith addressed to you by Friday, Eldredge &amp; Clark, LLP, counsel for the Company, as to all matters of Arkansas, Missouri, Tennessee and Wyoming law related to this opinion. </P>
<P>We have reviewed, and have relied as to matters of fact material to this opinion upon, the documents delivered to you at the closing of the transactions contemplated by the Underwriting Agreement, and we have reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to enable us to render this opinion.  As to such matters of fact material to this opinion, we have also relied upon representations and certifications of the Company in such documents and in the Underwriting Agreement, and upon statements in the Registration Statement, the Disclosure Package and the Prospectus.  In such review, we have assumed the genuineness of all signatures, the conformity to the originals of the documents submitted to us as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to us as originals and the correctness of all statements of fact contained in all such original documents.  We have not reviewed
 the Stock, except a specimen thereof, and we have relied upon a certificate of the transfer agent and registrar for the Stock as to the countersignature and registration thereof.  No opinion is expressed regarding compliance with covenants in any agreement to which the Company or any of its affiliates is a party, or in any regulatory order pertaining to the Company or any of its affiliates, incorporating calculations of a financial or accounting nature.</P>
<P>Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:</P>
<P ALIGN="JUSTIFY">(1)&#9;The Stock has been legally and validly authorized and issued, is fully paid and non-assessable, and is entitled to the rights and preferences set forth in the Articles and the Articles of Amendment.</P>
<P ALIGN="JUSTIFY">(2)&#9;The Underwriting Agreement has been duly authorized, executed and delivered by the Company.</P>
<P ALIGN="JUSTIFY">(3)&#9;Appropriate orders have been issued by the Arkansas Public Service Commission and the Tennessee Regulatory Authority authorizing the issuance and sale of the Stock by the Company and, to the best of our knowledge, such orders are in full force and effect; and no further approval, authorization, consent or other order of any governmental body (other than in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction, upon which we do not pass, or under the Securities Act) is legally required to permit the issuance and sale of the Stock by the Company pursuant to the Underwriting Agreement.</P>
<P ALIGN="JUSTIFY">(4)&#9;Except in each case as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do pass, the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Stock became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; with respect to the documents or portions thereof filed with the Commission by the Company pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Pros
pectus pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or accounting data included or incorporated by reference therein, upon which we do not pass), on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith. In passing upon the forms of the Registration Statement and the Prospectus, and the documents or portions thereof filed with the Commission by the Company and incorporated or deemed to be incorporated by reference in the Prospectus, we have assumed that the statements included or incorporated by reference therein are correct and complete.</P>
<P ALIGN="JUSTIFY">To the best of our knowledge, the Registration Statement has become, and on the date hereof is, effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.</P>
<P ALIGN="JUSTIFY">In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with counsel for the Company, with your representatives and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.  While we reviewed certain corporate records and documents and statements of officers and other representatives of the Company as to the existence and consequences of certain factual and other matters, the primary purpose of our professional engagement was not to establish or confirm factual matters, legal matters not governed by New York law or United States federal law or financial or quantitative information.  Therefore, we are not passing upon and do not assume any responsibili
ty for the accuracy, completeness or fairness of the statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus and have not made an independent check or verification thereof.  Our review of the Registration  Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions did not disclose to us any information that gives us reason to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Stock became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material f
act necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any belief as to  the financial statements and other financial, statistical or accounting data included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.</P>
<P ALIGN="JUSTIFY">This opinion is furnished only to you in connection with the transaction contemplated by the Underwriting Agreement and is solely for your benefit.  This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person for any purpose without our prior written consent (including by any person that acquires Stock from you).</P><DIR>
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<P>Very truly yours,</P>
<P>&nbsp;</P>
<P>PILLSBURY WINTHROP SHAW PITTMAN LLP</P></DIR>
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<P ALIGN="RIGHT">EXHIBIT E</P>
<P ALIGN="CENTER">ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS<BR>
PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT<BR>
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS<BR>
REFERRED TO THEREIN</P>

<P ALIGN="CENTER"><CENTER>
<TABLE BORDER CELLSPACING=0 CELLPADDING=0 WIDTH=604 style="border-collapse: collapse" bordercolor="#111111">
<TR><TD WIDTH="43%" VALIGN="BOTTOM">
<P ALIGN="CENTER">Caption</TD>
<TD WIDTH="8%" VALIGN="BOTTOM">
<P ALIGN="CENTER">Page</TD>
<TD WIDTH="50%" VALIGN="BOTTOM">
<P ALIGN="CENTER">Item</TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<I><P ALIGN="left" style="margin-left: 5">Annual Report on Form 10-K for the year ended December 31, 2005</I></TD>
<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
  <p style="margin-left: 5">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">
<P ALIGN="left" style="margin-left: 5">"SELECTED FINANCIAL DATA -FIVE-YEAR COMPARISON"</TD>
<TD WIDTH="8%" VALIGN="TOP">
<P align="center">183</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="left" style="margin-left: 5">The amounts of electric operating revenues (by source) for the twelve month periods ended December 31, 2005, 2004 and 2003</TD>
</TR>
<TR><TD WIDTH="43%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

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