EXECUTIVE DEFERRED COMPENSATION PLAN OF
ENTERGY CORPORATION AND SUBSIDIARIES
Certificate of Amendment
Amendment No. 1
THIS INSTRUMENT, executed and made effective this __ day of December, 2001, constitutes the First
Amendment of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended
and restated effective January 1, 2000 (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 7.01 of the Plan, the Personnel Committee, as authorized by the Board of Directors, does
hereby amend the Plan as follows:
1. Section 1.01 of the Plan is amended by adding the following new sentence at the end of that Section to read as
Effective December 7, 2001, the Plan's purpose of attracting and retaining certain executive employees has been
enhanced by allowing a System Management Participant the opportunity to defer receipt of all or a portion of his
Executive Plan Benefits.
2. Section 2.04 of the Plan is amended by deleting the last sentence of such Section.
3. Section 2.13 of the Plan is amended in its entirety to read as follows:
2.13 "Deferred Compensation" shall mean the amount of deferred Base Salary, Incentive Compensation and
Executive Plan Benefits credited to a Participant's Account, as valued at any given point in time based on the
relative value of the respective Investment Funds that the Participant directs over time less administrative charges
or costs, and that would be available for distribution assuming that all requirements and requisites for distribution
under the Plan are satisfied.
4. Section 2.18 of the Plan is amended in its entirety to read as follows:
2.18 "EOP" and "EAP" shall mean, respectively, the 1998 Equity Ownership Plan of Entergy Corporation and
Subsidiaries and the Entergy Corporation and Subsidiaries Equity Awards Plan, both as amended from time to
5. Section 2.19 of the Pl