Amendment or Termination. The Board of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time amend this Plan in any manner. Notwithstanding the foregoing, the Plan Administrator shall have the authority to amend the Plan to effectuate its authority to operate and administer the Plan in accordance with [Section 8.1]. The Board of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Plan subject to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except for any modifications or amendments as may be otherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan or to comply with Code section 409A, no such plan amendment or plan termination shall adversely affect the benefits accrued immediately prior to the effective date of such amendment or termination.

AmendmentAmendment, Modification, Suspension or Termination. The Company, acting through the Board of Directors of(including through the Company or the Human ResourcesCompensation Committee of the Company’s Board of DirectorsBoard) or through the Committee, may at any time amend thisamend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any manner. Notwithstanding the foregoing,retroactive effect to reduce any amounts allocated to a Participant’s Accounts, or adversely affect his vested interest therein. A termination of the Plan Administratorshall not cause the acceleration of payments under the Plan unless the Committee determines, after consultation with counsel, that the terms and conditions of such termination are within exceptions provided by the Regulations to the general [Section 409A] prohibition against acceleration. Notwithstanding any other provision of the Plan, the Committee shall have the authorityright and power to amend the Plan to effectuate its authority to operateadopt any and administer the Plan in accordance with [Section 8.1]. The Board of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Plan subject to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except for any modifications orall such amendments as may be otherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan as it shall deem necessary or advisable to complyensure compliance with Code section 409A, no such plan amendment or plan termination shall adversely affectSection 409A and the benefits accrued immediately prior to the effective date of such amendment or termination.Regulations, including amendments with retroactive effect.

AmendmentAmendment, Modification, Suspension or Termination. The Company, acting through the Board of Directors of(including through the Company or the Human ResourcesCompensation Committee of the Company’s Board of DirectorsBoard) or through the Committee, may at any time amend thisamend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any manner. Notwithstanding the foregoing,retroactive effect to reduce any amounts allocated to a Participant’s Accounts or adversely affect his or her right to vest thereunder in accordance with the Plan Administratorprovisions previously in effect. A termination of the Plan shall not cause the acceleration of payments under the Plan unless the Committee determines, after consultation with counsel, that the terms and conditions of such termination are within exceptions provided by the Regulations to the general [Section 409A] prohibition against acceleration. Notwithstanding any other provision of the Plan, the Committee shall have the authorityright and power to amend the Plan to effectuate its authority to operateadopt any and administer the Plan in accordance with [Section 8.1]. The Board of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Plan subject to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except for any modifications orall such amendments as may be otherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan as it shall deem necessary or advisable to complyensure compliance with Code section 409A, no such plan amendment or plan termination shall adversely affectSection 409A and the benefits accrued immediately prior to the effective date of such amendment or termination.Regulations, including amendments with retroactive effect.

AmendmentThe Company reserves the right to amend or Termination. The Board of Directors ofterminate the Company or the Human Resources Committee of the Company’s Board of Directors mayPlan at any time amend thisby action of its Board of Directors. No such action shall however adversely affect any Employee or his beneficiary who is receiving excess retirement benefits under the Plan, unless an equivalent benefit is provided under another Plan in any manner. Notwithstandingor program sponsored by the foregoing,Company. The Company specifically reserves the Plan Administrator shall have the authorityright to amend the Plan to effectuate its authorityconform the provisions of the Plan to operate and administer the Planguidance issued by the Secretary of the Treasury with respect to Section 409A of the Code, in accordance with [Section 8.1]. The Board of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Plan subject to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except for any modifications or amendments as may be otherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan or to comply with Code section 409A, no such plan amendment or plan termination shall adversely affect the benefits accrued immediately prior to the effective date of such amendment or termination.guidance.

Amendment or Termination.Section # The Board of Directors ofmay amend or terminate the Company or the Human Resources Committee of the Company’s Board of Directors mayPlan at any time amend this Plan intime; provided, however, that no such amendment or termination may alter or impair any manner. Notwithstanding the foregoing,Participant's rights previously granted under the Plan Administrator shall have the authority to amend the Plan to effectuate its authority to operate and administer the Plan in accordance with [Section 8.1]. The Board of Directorsas of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Plan subject to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except for any modifications or amendments as may be otherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan or to comply with Code section 409A, no such plan amendment or plan termination shall adversely affect the benefits accrued immediately prior to the effective date of such amendment or termination.termination without his consent; provided, however, notwithstanding anything to the contrary herein, an amendment adopted for the purpose of complying with Section 409A of the Code may be made without the consent of Participants.

AmendmentThis Plan may be amended, suspended or Termination. Theterminated at any time by the Board of Directors of the CompanyCompany. However, no amendment, suspension or the Human Resources Committeetermination of the Company’s BoardPlan may, without the consent of Directors may ata participant, alter or impair any time amend this Plan in any manner. Notwithstandingof the foregoing,rights previously granted under the Plan. Any amendment or termination shall comply with the restrictions of Section 409A of the Internal Revenue Code ("[Section 409A]") to the extent applicable. No amendment or termination of the Plan Administrator shall have the authority to amend the Plan to effectuate its authority to operate and administer the Plan in accordance with [Section 8.1]. The Boardmay accelerate a scheduled payment of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Planamounts subject to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except forSection 409A, nor may any modifications or amendments as may be otherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan or to comply with Code section 409A, no such plan amendment or plan termination shall adversely affect the benefits accrued immediately priorpermit a subsequent deferral of amounts subject to the effective date of such amendment or termination.Section 409A.

AmendmentThe Committee may amend, suspend, or Termination. Theterminate the Plan in whole or in part at any time, provided, however, that if in the judgment of the Committee such amendment or other action would have a material effect on the Plan, such amendment or other action must be taken by the Board of Directors of the Company orCompany. No amendment which would materially increase the Human Resources Committeecost of the Company’s Board of Directors may at any time amend this Plan in any manner. Notwithstandingshall be made effective unless approved by the foregoing, the Plan Administrator shall have the authority to amend the Plan to effectuate its authority to operate and administer the Plan in accordance with [Section 8.1]. The Board of Directorsshareholders of the CompanyCompany. This Plan may not be amended, suspended or terminated from and after the Human Resources Committeedate of the Company’s Boarda Change of Directors may at any time suspendControl as defined above) or terminate this Plan subjectin anticipation of a Change of Control so as to the requirements of Code section 409A regarding plan terminations including the timing of distributions in the event of plan termination. Except for any modificationsreduce or amendments as may be otherwise required as a result of changes to the tax laws, ERISA and the regulations applicable to the Plan or to comply with Code section 409A, no such plan amendment or plan termination shall adversely affect the benefits accrued immediately prior to which participants in the effectivePlan are entitled upon a Change of Control, calculated as of the date of such amendmentthe amendment, suspension or termination. Any termination of the Plan shall be made in accordance with the requirements of Section 409A of the Code, if applicable.

Amendment or Termination.Termination and Amendment. The Board of DirectorsDirectors, the Personnel Committee or any other person or persons whom the Personnel Committee may expressly from time to time authorize to take any and all such actions for and on behalf of Entergy Corporation and the Company or the Human Resources Committee of the Company’s Board of Directors may at any time amend this Plan in any manner. Notwithstanding the foregoing, the Plan Administratorrespective Employers shall have the authority to amend the Plan to effectuateright, in its authority to operateabsolute discretion and administer the Plan in accordanceconsistent with [Section 8.1]. The Board of Directors of the Company or the Human Resources Committee of the Company’s Board of Directors may at any time suspend or terminate this Plan subject to the requirements of Code sectionSection 409A, at any time and from time to time, to modify or amend, in whole or in part, any or all of the provisions of this Plan, or suspend or terminate the Plan entirely, subject to the provisions of Section 11.02 and the requirements of Code Section 409A regarding plan terminations includingterminations. Any such action shall be evidenced by the timingminutes of distributions in the eventBoard of plan termination. Except forDirectors or the Personnel Committee or a written certificate of amendment or termination executed by any modificationsperson or amendments as may be otherwise required as a resultpersons so authorized by the Personnel Committee. No amendment to, or termination of changes to the tax laws, ERISA and the regulations applicable to the Plan orshall reduce the amount credited to comply with Code section 409A, no such plan amendment or plan termination shall adversely affecta Participant's Account under this Plan through the benefits accrued immediately prior to the effective date of any such amendment or termination.termination without the Participant’s consent.