ENTERGY ARKANSAS INC
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<TYPE>EX-10
<SEQUENCE>5
<FILENAME>a1200210c.txt
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                                               Exhibit 10(c)


           EXECUTIVE DEFERRED COMPENSATION PLAN OF
            ENTERGY CORPORATION AND SUBSIDIARIES

                  Certificate of Amendment

                       Amendment No. 2

     THIS INSTRUMENT, executed this 25th day of April, 2002,
but made effective as of December 10, 2001, constitutes the
Second 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.  The first paragraph of Section 4.02(a) of the Plan is
       amended in its entirety to read as follows:


       (a)  Subject to the deferral election requirements set forth
            in Sections 4.04, 4.05 and 4.06, and such other rules,
            regulations, and procedures as established by the
            Administrator from time to time, a Participant may elect to
            defer (in one percent increments) any percentage of his
            Incentive Compensation.  In addition, only with respect to
            Incentive Compensation payable under the terms of the EAIP
            or other comparable incentive plan that the Administrator
            may from time to time recognize as "Incentive Compensation"
            for purposes of this Plan, a Participant in no event may
            defer more than the amount of such Incentive Compensation
            attributable to the same performance year that is deferred
            by the Participant under the terms of the Equity Awards
            program of the EOP or EAP, as applicable.


     2. The first paragraph of Section 4.03 of the Plan is
        amended in its entirety to read as follows:

     Subject to the deferral election requirements set forth
     in Sections 4.04, 4.05 and 4.06, and such other rules,
     regulations, and procedures as established by the
     Administrator from time to time, a System Management
     Participant may elect to convert the entire amount of
     his Executive Plan Benefits to an equivalent credited
     balance under this Plan.  Any election to convert
     Executive Plan Benefits into this Plan must include the
     entire value of such Executive Plan Benefits.  A System
     Management Participant may then elect to defer (in one-
     percent increments) under this Plan any percentage of
     his converted Executive Plan Benefits.


     3. Section 4.13(a) of the Plan is amended in its entirety
        to read as follows:

     (a) System Management Participants. Except to the extent
         that such amounts are
         distributed in a special hardship distribution
         pursuant to Section 4.10, distributed in an
         accelerated distribution subject to penalty
         pursuant to Section 4.11, or distributed due to
         current taxation pursuant to Section 4.12, a System
         Management Participant who has Deferred
         Compensation credited to his Account shall be
         entitled to irrevocably elect at least six (6)
         months prior to his Deferral Receipt Date to
         receive such Deferred Compensation amount, less any
         amounts withheld to satisfy federal and state
         income tax withholding obligations, either in (i) a
         single-sum cash distribution from the Employer as
         soon as reasonably practicable following the
         System Management Participant's Deferral Receipt
         Date; or (ii) in substantially equal annual cash
         installments payable over a period not to exceed
         ten (10) years from the System Management
         Participant's Deferral Receipt Date, in which case
         those amounts not yet distributed to the System
         Management Participant shall continue to be deemed
         invested in accordance with Section 4.08.  In the
         event a System Management Participant elects the
         installment payment method set forth in (ii) above
         and thereafter dies prior to receiving his entire
         Deferred Compensation amount, such remaining unpaid
         Deferred Compensation amount, less any amounts
         withheld to satisfy federal and state income tax
         withholding obligations, shall be paid in a single-
         sum cash distribution to the System Management
         Participant's Beneficiary as soon as reasonably
         practicable following the System Management
         Participant's date of death.


    IN WITNESS WHEREOF, the Personnel Committee has caused
this Second Amendment to the Executive Deferred Compensation
Plan of Entergy Corporation and Subsidiaries to be executed
by its duly authorized representative on the day, month, and
year above set forth.

                    PERSONNEL COMMITTEE
                    through the undersigned duly
                     authorized representative


                    __________________________
                    WILLIAM E. MADISON
                    Senior Vice-President,
                    Human Resources and Administration
                    for Entergy Services, Inc.

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