Exhibit 10(a)69
1998 EQUITY OWNERSHIP PLAN OF
ENTERGY CORPORATION AND SUBSIDIARIES
Certificate of Amendment
Amendment No. 2
THIS INSTRUMENT, executed this 13th day of June, 2000, but made effective as of January 1, 2000,
constitutes the Second Amendment of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries
(the "Plan").
All capitalized terms used in this document shall have the meanings assigned to them in the Plan unless otherwise
defined in this document.
Pursuant to Section 9.1 of the Plan giving the Committee the right to amend the Plan, the Plan is hereby amended
as follows:
1. Article XI is amended in its entirety to read as follows:
ARTICLE XI
CHANGE IN CONTROL
11.1 Definitions. The following definitions shall be applicable to this Article XI of the Plan:
(a) "Cause" shall mean:
(1) willful and continuing failure by System Management Participant to substantially perform System Management
Participant's duties (other than such failure resulting from the System Management Participant's incapacity due to
physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for
Good Reason by the System Management Participant) that has not been cured within 30 days after a written
demand for substantial performance is delivered to the System Management Participant by the board of directors
of the Employer, which demand specifically identifies the manner in which the board believes that the System
Management Participant has not substantially performed the System Management Participant's duties; or
(2) the willful engaging by the System Management Participant in conduct which is demonstrably and materially
injurious to any System Company, monetarily or otherwise; or
(3) conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime which has or may
have a material adverse affect on System Management Participant's ability to carry out System Management
Participant's duties or upo