Notice of Annual Meeting of Stockholders

New Orleans, Louisiana
March 25, 2005

MATTERS TO BE VOTED ON

/s/ Robert D. Sloan

Robert D. Sloan
Secretary

TABLE OF CONTENTS

WHO CAN VOTE. You are entitled to vote your Common Stock if our records show that you held your shares as of March 16, 2005. At the close of business on March 16, 2005, 213,007,403 shares of Common Stock were outstanding and entitled to vote. Each share of Common Stock has one vote. The enclosed proxy card shows the number of shares that you are entitled to vote.

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

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

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

VOTES NECESSARY FOR ACTION TO BE TAKEN. Thirteen directors will be elected at the meeting, meaning that the thirteen nominees receiving the most votes will be elected.

ATTENDING THE ANNUAL MEETING. If you are a holder of record and you plan to attend the Annual Meeting, please come to the registration desk before the meeting. If you are a beneficial owner of Common Stock held by a bank or broker (i. e., in "street name"), you will need proof of ownership of your Common Stock as of March 16, 2005 to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote in person your shares of Common Stock held in street name, you must obtain a proxy in your name from the registered holder.

STOCKHOLDERS WHO OWN AT LEAST FIVE PERCENT. A stockholder "beneficially owns" Common Stock by having the power to vote or dispose of the Common Stock, or to acquire the Common Stock within 60 days. Stockholders who beneficially own at least five percent of the Common Stock are required to file certain reports with the Securities and Exchange Commission. Based on these reports, the following beneficial owners have reported their ownership as of December 31, 2004:

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

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

INFORMATION ABOUT THE NOMINEES. The following biographical information was supplied by each nominee. Unless stated otherwise, all nominees have been continuously employed in their present positions for more than five years. The age of each individual is as of December 31, 2004.

• Partner, Holland & Knight LLP (legal services) since 2004
• Former Special Senior Counsel, Bank of America (banking and financial services), 2003-2004
• Former Executive Vice President and General Counsel of State Street Corporation (administrative and financial services for institutional investors)
• Former Managing Director and General Counsel of United States Trust Company of New York (trust and investment advisory services)
• Director of Boston Public Library Foundation, Boston Bar Foundation, Catholic Schools Foundation of Boston; member of the Board of Overseers and Boston Symphony Orchestra; and Treasurer of Fordham Law Alumni Trustees

• Chairman & Chief Executive Officer of TTS Management Corp. (management services) since 2004
• Chairman & Chief Executive Officer of JI Ventures, Inc. (high-tech venture capital fund) since 2000
• Former Chairman & Chief Executive Officer of Cypress Communications, Inc. (in-building integrated communications supplier)
• Former Chief Executive Officer and Director of Telstra Communications Corporation (Australian telecommunications company)
• Former Group President of AT&T
• Director of Caterpillar, Inc., Alcatel Ltd., Adtran, Inc., and Hanson PLC

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

• President and Chief Executive Officer and Director of Murphy Oil Corporation
  (oil and gas)
• President of the El Dorado Education Foundation
• Director of American Petroleum Institute
• Member and Treasurer of the National Petroleum Council

• Chair and Chief Executive Officer of New Ventures, Inc. (corporate consultants) since 2001
• Director of Cummins, Inc., Presidential Life Insurance Company and MGM Mirage
• Chair, Task Force for Human Resources of The Coca-Cola Company
• Chair, Diversity Advisory Board of Toyota Motor Sales
• Former Secretary of Labor of the United States
• Former White House Assistant to the President of the United States
• Director of Xavier University of Louisiana, National Urban League, Leon H. Sullivan Foundation, George Meany National Labor College, and USA Football

• Former President, Entergy Corporation and Entergy Services, Inc.
• Former President and Chief Executive Officer of Entergy Operations, Inc.
• Former President and Chief Operating Officer of System Energy Resources, Inc.
• Director of Ontario Power Generation

• Chief Executive Officer of Entergy and Entergy Services, Inc., January 1999-present
• Chief Operating Officer, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., March-December, 1998
• Former President, Cinergy Capital & Trading
• Former President, Energy Commodities Business Unit of Cinergy
• Former Group Vice President and Chief Financial Officer of Cinergy
• Director, Tidewater, Inc.
• Director, Edison Electric Institute
• Director, National D-Day Museum Foundation
• Trustee, United Way of Greater New Orleans

• Chairman of the Board, Entergy
• Acting Chief Executive Officer of Entergy, 1998
• Former Chairman of the Board of DuPont Dow Elastomers
• Retired Senior Vice President-DuPont, President-DuPont Europe and Chairman of DuPont International (industrial products, fibers, petroleum, chemicals and specialty products businesses)
• Member of the Board of Visitors, School of Engineering, University of Pittsburgh
• Director of Stonebridge Bank

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

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

• Chairman and Chief Executive Officer of Greenville Compress Company (commercial warehouse and real estate)
• Chairman of Enterprise Corporation of the Delta (a non-profit economic development corporation)
• Former Partner of Trail Lake Enterprises (cotton farm and gin)

• Chairman, President and Chief Executive Officer of Praxair, Inc. (industrial gases) since 2000
• Director of Marathon Oil Corporation
• Former Executive Vice President & Chief Operating Officer of DuPont (industrial products, fibers, petroleum, chemicals, and specialty business products)
• Former Senior Vice President of DuPont
• Former Vice President and General Manager of DuPont White Pigment & Mineral Products
• Former Vice President and General Manager of DuPont Specialty Chemicals
• Former Vice President and General Manager of DuPont Lycra® /Terathane®
• Director of American Chemistry Council and Conservation Fund

• Retired Audit Partner, Arthur Andersen LLP (international public accounting firm)
• Director, Cabot Microelectronics Corporation
• Director, Blackburn College

In 2004, the Board of Directors met 11 times. Reference to the "Board" means to the Board of Directors. In addition to meetings of the Board, Directors attended meetings of separate Board Committees. In 2004, all Directors attended at least 75% of the meetings of the Board and committees on which they serve.

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

Directors who are Entergy officers do not receive any fixed fee for service as a director. Non-employee directors are compensated through a combination of cash payments such as attendance fees and a stipend for serving as committee chairmen, equity-based compensation, benefits and reimbursements. Entergy's Chairman of the Board also receives compensation for service in this capacity.

CASH COMPENSATION

Attendance Fees Each non-employee director receives a fee of $1,500 for attendance at Board meetings, $1,000 for attendance at committee meetings scheduled in conjunction with Board meetings and $2,000 for attendance at committee meetings not scheduled in conjunction with a Board meeting. If a director attends a meeting of a committee on which that director does not serve as a member, he or she receives one-half of the fee of an attending member. Directors also receive $1,000 for participation in any inspection trip or conference not held in conjunction with a Board or committee meeting. Directors receive only one-half the fees set forth above for telephone attendance at Board or committee meetings.

Chairmanships The committee chairpersons of the Audit Committee and Nuclear Committee are paid an additional $10,000 annually, and the committee chairpersons of the Executive Committee, Personnel Committee, Corporate Governance Committee and Finance Committee are paid an additional $5,000 annually.

Quarterly Payments Each calendar quarter, Entergy makes a cash payment to all non-employee directors equaling the value of 75 shares.

Deferral of Cash Compensation Any director may elect to defer payment of some or all of the cash compensation that would otherwise become due to him or her in a given calendar year. This election must be made in the calendar year preceding the year in which the director is to receive payments. Payment of deferred amounts is made in one or more annual installments as selected in the discretion of the director. All deferrals are subject to applicable deferral elections. Post-2004 deferrals of cash compensation are subject to the requirements of Internal Revenue Code Section 409A.

EQUITY-BASED COMPENSATION

All non-employee directors receive two types of equity based compensation, restricted stock grants and phantom unit grants. To the extent directors wish to defer receipt of all or a portion of such compensation, the deferral will be subject to applicable deferral elections. All post-2004 deferral elections and all deferral elections as applied to compensation earned or vested after December 31, 2004, may be subject to the provisions of Internal Revenue Code Section 409A.

Restricted Stock Non-employee directors receive on a quarterly basis 150 shares of Common Stock. Directors may defer receipt of these shares, in which case the director will accrue dividend equivalents until the shares are actually received.

Phantom Units Under the Service Recognition Program for Outside Directors, non-employee directors are credited with 800 "phantom" shares of Common Stock for each year of service on the Board. After five years of service on the Board, the director becomes entitled to receive the value of these "phantom" shares at the conclusion of that director's service. During a director's term of Board service, the phantom shares are credited to a specific account for each director that is maintained solely for accounting purposes. After separation from Board service, these directors receive an amount in cash equal to the value of their accumulated "phantom" shares. Payments are made in five annual payments that commence upon separation from the Board, unless the separating director irrevocably elects in advance to defer commencement of the payments for a period of up to fifteen years. Each "phantom" share is assigned a value on its payment date equal to the value of a share of Common Stock on that date. Dividends are earned on each "phantom" share from the date of original crediting. Phantom shares become due in the event a director is terminated from the Board without cause upon a change in control, as those terms are defined in the relevant plan. In this case, directors may demand immediate payment of benefits.

BENEFITS

The non-employee Directors have the opportunity to receive annually an executive physical examination either from their local physician or at the Mayo Clinic's Jacksonville, Florida location. The Corporation will pay the cost of the physical examination, and, if at Mayo, travel and living expenses. Non-employee Directors are reimbursed for all normal travel and expenses associated with attending Board and committee meetings as well as inspection trips and conferences associated with their Board duties and spousal travel to certain Board functions, including a "gross up" payment to cover taxes incurred on reimbursement of spousal travel. The Company purchases several types of insurance for the benefit of its non-employee directors, including director and officer liability insurance, life insurance, accidental death and dismemberment insurance, personal accident insurance, and additional coverage if the accident occurs in an aircraft owned by the Company. Outside directors are also eligible to purchase, on an after-tax basis, medical coverage comparable to that provided under the Company's Medical Plan.

COMPENSATION FOR CHAIRMAN OF BOARD

In 2004, Mr. Luft was paid $200,000 plus 20,000 stock options (granted at market price) to serve as Chairman of the Board. In addition, the Company provides, at its expense, financial counseling services for Mr. Luft on the same terms and conditions that it provides those services to executive officers of the Company. Finally, as a non-employee director, Mr. Luft receives the compensation and benefits described above.

ARRANGEMENTS WITH DIRECTORS

Mr. Hintz's Consulting Agreement In 2004, the Company entered into a Consulting Agreement with Hintz & Associates, a Mississippi limited liability company, to provide the services of its employee, Donald C. Hintz. Mr. Hintz is a director of the Company and served as its President prior to his retirement in 2004. The agreement provides that Entergy may request certain services from Mr. Hintz in return for payment of a pre-determined hourly fee of $312.50 per hour, not to exceed a daily rate of $2,500, plus reimbursement of expenses. Services that Entergy may request pursuant to the agreement are (i) the inspection of nuclear facilities, (ii) advice regarding efficient and effective nuclear operations, (iii) analytical, strategic or developmental work and acquisition consulting services, and (iv) such other work as the Chief Executive Officer of Entergy Corporation may request. In 2004, Entergy paid Mr. Hintz $17,991.44 pursuant to this agreement.

Mr. Hintz's Retirement from Entergy Mr. Hintz retired as President of Entergy Corporation in April of 2004. Amounts paid to Mr. Hintz in connection with his retirement and his service as an executive officer of Entergy are described in the Executive Compensation tables and accompanying text beginning on page 25.

Transactions with Mr. Smith's Business During 2004, T. Baker Smith & Son, Inc. performed land-surveying services for, and received payments of approximately $735,856 from, Entergy companies. Mr. Wm. Clifford Smith, a director of Entergy Corporation, is Chairman of the Board of T. Baker Smith & Son, Inc. Mr. Smith's children own 100% of the voting stock of T. Baker Smith & Son, Inc.

Retirement for Dr. Murrill and Mr. Steinhagen Before Entergy Gulf States, Inc. became a subsidiary of Entergy, it established a deferred compensation plan for its officers and non-employee directors. A director could defer a maximum of 100% of his salary, and an officer could defer up to a maximum of 50% of his salary. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a director, deferred their salaries. The directors' right to receive this deferred compensation is an unsecured obligation of the Corporation, which accrues simple interest compounded annually at the rate set by Entergy Gulf States, Inc. in 1985. In addition to payments received prior to 1997, on January 1, 2000, Dr. Murrill began to receive his deferred compensation plus interest in equal installments annually for 15 years. Beginning on the January 1 after Mr. Steinhagen turns 70, he will receive his deferred compensation plus interest in equal installments annually for 10 years. Both Dr. Murrill and Mr. Steinhagen are retiring from service on Entergy's Board at the 2005 annual meeting.

Messrs. Blount, Davis, deBree, Nichols, Percy, Reilley, and Ms. Bateman and Ms. Herman served during 2004 as members of the Personnel Committee of the Board. None of these directors was, during 2004, an officer or employee of Entergy or any of its subsidiaries.

[Name of Director]
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
Attn: Corporate Secretary
Fax: (281) 297-5068
E-mail: etrbod@entergy.com

The following table shows how much Common Stock each current director, nominee and executive officer named in the "Summary Compensation Table" on page 25 beneficially owned as of December 31, 2004, as well as how much they and the other executive officers beneficially owned as a group. This information has been furnished by each individual. Each individual has sole voting and investment power, unless otherwise indicated. The amount of Common Stock owned by all directors, nominees and executive officers as a group totals less than 1% of the outstanding Common Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Securities and Exchange Act of 1934 requires Entergy's directors and executive officers, and any persons owning more than ten percent of Entergy's common stock, to file with the Securities and Exchange Commission and New York Stock Exchange initial reports of beneficial ownership and certain changes in that beneficial ownership, with respect to the equity securities of Entergy. Entergy prepares and files these reports on behalf of its directors and executive officers. During 2004, all reports were timely filed.

Mr. W. Frank Blount, Chair
Ms. Maureen S. Bateman
Mr. Simon D. deBree
Ms. Alexis Herman
Mr. Dennis H. Reilley

Summary Compensation Table

Option Grants to the Executive Officers in 2004

Retirement Income Plan Table (1)

Upon retirement, and subject to existing deferral elections and the provisions of Internal Revenue Code Section 409A, executives are able to receive the value of their SERP, SRP, or PEP benefit paid either as a lump sum or a series of annual payments. The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) under the SERP.

System Executive Retirement Plan Table (1)

Retention Agreement with Mr. Leonard - Mr. Leonard's retention agreement provides that if he terminates his employment following his attainment of age 55, with or without "good reason" and except for "cause," he will be entitled to a non-qualified supplemental retirement benefit in lieu of participation in the Company's non-qualified supplemental retirement plans such as the SERP, the SRP, or the PEP. Mr. Leonard will reach age 55 during the 2005 calendar year. If Mr. Leonard's employment is terminated by Entergy for "cause" at any time, before or after his attainment of age 55, he will forfeit his non-qualified supplemental retirement benefit. However, if Mr. Leonard were to leave without "cause" on or after his attainment of age 55, he would be entitled to receive this benefit, plus:

• previously vested stock options (with 248,533 options vesting during 2005 in addition to those described on page 27), which must be exercised within 90 days of termination;
• income earned in prior periods and deferred into available investment options, subject to his deferral elections and the provisions of Internal Revenue Code Section 409A. As of December 31, 2004, Mr. Leonard had credited to his deferral accounts 150,731 phantom units of Entergy Company stock and $146,250 in other deemed investment funds; and
• other broad-based compensation and benefits generally available to terminated employees under plans or arrangements in which Mr. Leonard participates, in accordance with the terms and conditions of those plans and arrangements.

Mr. Leonard's non-qualified supplemental retirement benefit is calculated as a single life annuity equal to 60% of his final monthly compensation (as defined under the SERP), reduced to account for benefits payable to Mr. Leonard under the Company's and a former employer's qualified pension plans. As of December 31, 2004, his final monthly compensation was $191,228 which amount would provide for a single life annuity of approximately $1,376,842 per year as his non-qualified supplemental retirement benefit, subject to the offsets described above. The benefit is payable in a single lump sum, or as periodic payments, at his discretion. If elected, periodic payments will be due for Mr. Leonard's life, and then a reduced benefit of 50% will be due for the life of his spouse.

Upon attainment of 10 years of service with the Company, which will occur in 2008, Mr. Leonard would qualify for retirement under certain Company plans. At this point, he would become eligible to receive additional benefits comparable to those available to other retirees of the Company, such as accelerated vesting of stock options, an extended period to exercise those options, pro-rated payment of annual and long-term incentive awards, and continued health and welfare coverage to the extent available.

The retention agreement with Mr. Leonard further provides that, subject to certain forfeiture provisions, upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason", as such terms are defined in the agreement, or (b) by reason of Mr. Leonard's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to 2.99 times the sum of Mr. Leonard's base salary plus the lesser of (i) his target annual incentive award, or (ii) his applicable annual incentive award, each subject to the provisions of Internal Revenue Code Section 409A;
• Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals;
• his non-qualified supplemental retirement benefit will fully vest, will be determined as if he had remained employed with Entergy until the attainment of age 55, and will commence upon his attainment of age 55, with certain adjustments in the case of death or disability;
• he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals under most circumstances and an assumed maximum achievement of applicable performance goals in the case of a merger-related termination, as defined in the agreement;
• all of his previously granted stock options will become fully vested and will remain outstanding for their full ten-year term; and
• Entergy will pay to him a "gross-up" payment to compensate him for any excise taxes he might incur.

Retention agreement with Mr. Smith - The retention agreement with Mr. Smith provides that Mr. Smith will be paid a retention payment of approximately $525,000 on each of the first three anniversaries of the date on which a Merger is completed, if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for three years after completion (a) by Mr. Smith for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Smith's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to the unpaid installments, if any, of the retention payments described above;
• he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals;
• all of his stock options will become fully vested and will remain outstanding for their full ten-year term;
• Entergy will pay to him a "gross-up" payment to compensate him for any excise taxes he might incur.

Unless otherwise specified by the stockholders, votes will be cast pursuant to the proxies in favor of the ratification of the appointment by the Audit Committee of the Board of Deloitte & Touche LLP as independent accountants for the Corporation for the year 2005. Deloitte & Touche LLP has been the Corporation's auditors since 2001. A representative of Deloitte & Touche LLP will be present at the meeting and will be available to respond to questions by stockholders and will be given an opportunity to make a statement if the representative desires to do so.

The Board of Directors recommends that the Stockholders vote FOR the ratification of the appointment of Deloitte & Touche LLP.

The Corporation has been advised that the AFL-CIO Reserve Fund, 815 Sixteenth Street, N.W., Washington, DC 20006, a holder of 200 shares of the Corporation's Common Stock, proposes to submit the following resolution to the 2005 Annual Meeting of Stockholders:

Resolved: That stockholders of Entergy Corporation ("Entergy") ask the board of directors to adopt a policy that the board's chairman be an independent director who has not previously served as an executive officer of Entergy. The policy should be implemented so as not to violate any contractual obligation. The policy should also specify (a) how to select a new independent chairman if a current chairman ceases to be independent during the time between annual meetings of shareholders, and (b) that compliance with the policy is excused if no independent director is available and willing to serve as chairman.

Supporting Statement: It is difficult to overstate the importance of the board of directors in our system of corporate accountability. As a Commission of The Conference Board stated in a 2003 report, "The ultimate responsibility for good corporate governance rests with the board of directors. Only a strong, diligent and independent board of directors that understands the key issues, provides wise counsel and asks management the tough questions is capable of ensuring that the interests of shareholders as well as other constituencies are being properly served."

The responsibilities of a company's board of directors include reviewing and approving management's strategic and business plans; approving material transactions; assessing corporate performance; and selecting, evaluating, compensating and, if necessary, replacing the CEO. (See Report of the NACD Blue Ribbon Commission on Director Professionalism). Although the board and senior management may work together to develop long-range plans and relate to key constituencies, we believe the board's responsibilities have the potential to bring it into conflict with the CEO under some circumstances.

Specifically, when a CEO serves as chairman, there is a risk that his interests will conflict with the board's duty to direct and monitor the business and affairs of the company. As Intel chairman Andrew Grove puts it, "The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee? If he's an employee, he needs a boss, and that boss is the board. The chairman runs the board. How can the CEO be his own boss?"

A former CEO as chairman, which is the arrangement Entergy currently uses, also has its pitfalls. It may be more difficult for a chairman to reconsider decisions made while he was CEO, and other directors may feel awkward when doing so. Board members elected during the chairman's tenure as CEO could have divided loyalties if there is conflict between the chairman and CEO, and a factionalized board could result.

We urge stockholders to promote independent board leadership and vote for this proposal.

Board of Directors Response: Your Board fully recognizes that independence from management is an important component of an effective board and believes that it has discharged this responsibility well to date. A substantial majority of the Directors are independent, and these directors meet at least four times each year.

Entergy currently separates the positions of CEO and Chairman of the Board. Our current Chairman is an independent director under the New York Stock Exchange rules and Entergy's Corporate Governance Guidelines. Entergy's Guidelines require that the Board consider annually whether to continue the separation of the Chairman and CEO positions, and whether to appoint a lead independent director if the positions are combined. Your Board believes that the practice of annually reviewing the role of the Chairman is more effective than an absolute requirement that an independent director serve as Chairman of the Board at all times. Your Board believes that it should retain the ability to determine whether it is in the best interests of Entergy to have an independent Chairman.

Accordingly, the Board recommends that shareholders vote AGAINST this proposal.

The Corporation has been advised that the Sheet Metal Workers' National Pension Fund, 601 N. Fairfax Street, Suite 500, Alexandria, VA 22314, a holder of 7,050 shares of the Corporation's Common Stock, proposes to submit the following resolution to the 2005 Annual Meeting of Stockholders:

Resolved: That the shareholders of Entergy ("Company") hereby request that the Board of Directors initiate the appropriate process to amend the Company's governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders.

Supporting Statement: Our Company is incorporated in Delaware. Among other issues, Delaware corporate law addresses the issue of the level of voting support necessary for a specific action, such as the election of corporate directors. Delaware law provides that a company's certificate of incorporation or bylaws may specify the number of votes that shall be necessary for the transaction of any business, including the election of directors. (DGCL, Title 8, Chapter 1, Subchapter VII, Section 216). Further, the law provides that if the level of voting support necessary for a specific action is not specified in the certificate of incorporation or bylaws of the corporation, directors "shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors."

Our Company presently uses the plurality vote standard for the election of directors. We feel that it is appropriate and timely for the Board to initiate a change in the Company's director election vote standard. Specifically, this shareholder proposal urges that the Board of Directors initiate a change to the director election vote standard to provide that in director elections a majority vote standard will be used in lieu of the Company's current plurality vote standard. Specifically, the new standard should provide that nominees for the board of directors must receive a majority of the vote cast in order to be elected or re-elected to the Board.

Under the Company's current plurality vote standard, a director nominee in a director election can be elected or re-elected with as little as a single affirmative vote, even while a substantial majority of the votes cast are "withheld" from that director nominee. So even if 99.99% of the shares "withhold" authority to vote for a candidate or all the candidates, a 0.01% "for" vote results in the candidate's election or re-election to the board. The proposed majority vote standard would require that a director receive a majority of the vote cast in order to be elected to the Board.

It is our contention that the proposed majority vote standard for corporate board elections is a fair standard that will strengthen the Company's governance and the Board. Our proposal is not intended to limit the judgment of the Board in crafting the requested governance change. For instance, the Board should address the status of incumbent directors who fail to receive a majority vote when standing for re-election under a majority vote standard or whether a plurality director election standard is appropriate in contested elections.

We urge your support of this important director election reform.

Board of Directors Response: Entergy is a Delaware corporation and has adopted Delaware's standard provisions on the election of directors. These statutory provisions provide that directors are elected by a plurality of the votes of the shares present, in person or by proxy, and entitled to vote on the election of directors. This system of plurality voting, which the proponent seeks to replace, has long been the accepted system among comparable Delaware corporations.

Your Board of Directors believes that active stockholder participation in the election of directors is important to the Company and to effective corporate governance, and Entergy's shareholders have a history of electing, by a plurality, strong and independent Boards. The rules governing plurality voting are well understood, while the consequences of the proposal are uncertain.

Some of these uncertainties relate to the relationship of a majority vote provision to other important governance provisions. For example, it is possible that an incumbent director would continue to serve as a director even if he or she did not receive a majority vote. Under Delaware law, a director serves until a successor is elected for his or her position. Therefore, under the proposal, an incumbent director would continue to serve even without receiving a majority vote, unless another nominee was elected to that position by a majority vote.

Due to uncertainties of this sort and the fact that Entergy has a history of having a strong and independent Board, your Board does not believe that its current plurality method of election should be changed at this time. However, if the uncertainties with this shareholder proposal are resolved, then your Board may consider a majority vote requirement in the future, because it believes that broad shareholder support for directors is important.

Accordingly, the Board recommends that shareholders vote AGAINST this proposal.

By order of the Board of Directors,

/s/ Robert v.d. Luft

Robert v.d. Luft
Chairman of the Board
Dated: March 25, 2005

I hereby appoint J. Wayne Leonard, Robert v.d. Luft and Maureen S. Bateman jointly and severally, as Proxies, each with the power to appoint his or her substitute, and hereby authorize them to represent and to vote, as designated on the reverse side, all shares of Common Stock of Entergy Corporation held of record by me on March 16, 2005, at the Annual Meeting of Stockholders to be held at the Peabody, Three Statehouse Plaza, Little Rock, AR 72201, on Friday, May 13, 2005, at 10:00 a.m., Central Daylight Time, and any adjournment or adjournments thereof, with all powers that I would possess if personally present.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting, and any adjournment or adjournments thereof.

Receipt of the notice of meeting, the proxy statement and the Annual Report of Entergy Corporation for 2004 is acknowledged.

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