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<title>As filed with the Securities and Exchange Commission on December 2
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<font color="#ff0000" size="2">
<p align="center">As filed with the Securities and Exchange Commission on
December 2, 2005.</p>
</font><font size="2">
<p align="right">Registration No. 333-_______</p>
</font><b>
<p align="center">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549<br>
<font size="1">______________________________</p>
</font><font size="5">
<p align="center">FORM S-1</font><font size="3"><br>
REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933<br>
</font><font size="1">_____________________________</p>
</font><font size="4">
<p align="center">ENTERGY CORPORATION</font></b><font size="1"><br>
</font><font size="2">(Exact name of registrant as specified in charter) </font> </p>
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  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="7" width="590" border="0">
    <tr>
      <td vAlign="top" width="50%">
      <p align="center">Delaware</td>
      <td vAlign="top" width="50%">
      <p align="center">72-1229752</td>
    </tr>
    <tr>
      <td vAlign="top" width="50%"><font size="2">
      <p align="center">(State or other jurisdiction of <br>
      incorporation or organization)</font></td>
      <td vAlign="top" width="50%"><font size="2">
      <p align="center">(I.R.S. Employer<br>
      Identification No.)</font></td>
    </tr>
  </table>
  </center>
</div>
<p align="center">500 Clinton Center Drive<br>
Clinton, Mississippi&nbsp; 39056<br>
(Temporary executive offices)<br>
(504) 576-4000</p>
<p align="center">&nbsp;</p>
<font size="2">
<p align="center">(Address, including zip code, and telephone number, including
area<br>
code, of registrant's principal executive offices)</p>
</font>
<font size="1">
<p align="center">&nbsp;</p>
</font>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="7" width="654" border="0">
    <tr>
      <td vAlign="top" width="32%">
      <p align="center">J. Wayne Leonard<br>
      Chief Executive Officer<br>
      Entergy Corporation<br>
      500 Clinton Center Drive<br>
      Clinton, Mississippi 39056<br>
      (601) 339-2876</td>
      <td vAlign="top" width="33%">
      <p align="center">Steven C. McNeal<br>
      Vice President and Treasurer<br>
      Entergy Corporation<br>
      20 Greenway Plaza<br>
      Houston, Texas 77046<br>
      (832) 681-3137</td>
      <td vAlign="top" width="35%">
      <p align="center">Dawn A. Abuso<br>
      Senior Counsel - Corporate and Securities<br>
      Entergy Services, Inc.<br>
      446 North Boulevard<br>
      Baton Rouge, Louisiana 70802<br>
      (225) 339-3213</td>
    </tr>
  </table>
  </center>
</div>
<font size="2">
<p align="center">(Names, addresses, including zip codes, and telephone numbers,
including<br>
area codes, of agents for service)</p>
</font><i><font size="2">
<p align="center">Copies to:</p>
</font></i>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="7" width="570" border="0">
    <tr>
      <td vAlign="top" width="44%">
      <p align="center">Kimberly M. Reisler<br>
      Thelen Reid &amp; Priest LLP<br>
      875 Third Avenue<br>
      New York, New York 10022-6225<br>
      (212) 603-2207</td>
      <td vAlign="top" width="9%">&nbsp;</td>
      <td vAlign="top" width="46%">
      <p align="center">Jeffrey J. Delaney <br>
      Pillsbury Winthrop Shaw Pittman LLP <br>
      1540 Broadway <br>
      New York, New York 10036 <br>
      (212) 858-1292 </td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<b>
<p>Approximate date of commencement of proposed sale to the public</b>: As soon
as practicable after this registration statement becomes effective.</p>
<p>If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [ ]</p>
<p>If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] </p>
<p>If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]</p>
<p>If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]</p>
<font size="2">
<p>&nbsp;</p>
</font><b>
<p align="center">CALCULATION OF REGISTRATION FEE</p>
<p align="center">&nbsp;</p>
</b>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="0" width="594" border="1">
    <tr>
      <td vAlign="top" width="45%"><font size="1"><b>
      <p align="center">Title of Each Class of <br>
      Securities to be Registered</b></font></td>
      <td vAlign="top" width="26%"><font size="1"><b>
      <p align="center">Proposed Maximum Aggregate <br>
      Offering Amount (1)(2)</b></font></td>
      <td vAlign="top" width="28%"><font size="1"><b>
      <p align="center">Amount of Registration Fee</b></font></td>
    </tr>
    <tr>
      <td vAlign="top" width="45%"><font size="2">Equity Units</font></td>
      <td vAlign="top" width="26%"><font size="2">
      <p align="center">$500,000,000</font></td>
      <td vAlign="top" width="28%"><font size="2">
      <p align="center">$53,500</font></td>
    </tr>
    <tr>
      <td vAlign="top" width="45%"><font size="2">Senior Notes initially due
      February 17, 2011 (3)</font></td>
      <td vAlign="top" width="26%">&nbsp;</td>
      <td vAlign="top" width="28%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="45%"><font size="2">Common Stock, $0.01 par value
      per share (4)</font></td>
      <td vAlign="top" width="26%"><font size="2">
      <p align="center">$500,000,000</font></td>
      <td vAlign="top" width="28%"><font size="2">
      <p align="center">$53,500</font></td>
    </tr>
    <tr>
      <td vAlign="top" width="45%"><font size="2">Purchase contracts (5)</font></td>
      <td vAlign="top" width="26%">&nbsp;</td>
      <td vAlign="top" width="28%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="45%"><font size="2">Total</font></td>
      <td vAlign="top" width="26%"><font size="2">
      <p align="center">$1,000,000,000</font></td>
      <td vAlign="top" width="28%"><font size="2">
      <p align="center">$107,000</font></td>
    </tr>
  </table>
  </center>
</div>
<font size="2">
<p>(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule&nbsp;457(o) promulgated under the Securities Act of 1933. </p>
<p>(2) Exclusive of accumulated contract adjustment payments and accrued
interest, if any. </p>
<p>(3) The senior notes are offered as a component of the Equity Units for no
additional consideration. </p>
<p>(4) Shares of common stock to be issued to the holders of Equity Units upon
settlement of the purchase contracts. The actual number of shares of common
stock to be issued will not be determined until the date of settlement of the
related Equity Units. </p>
<p>(5) The purchase contracts are offered as a component of the Equity Units for
no additional consideration. </p>
<b>
<p>The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become</b></font><b>
<font size="2">effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.</font></b></p>
<p>&nbsp;</p>
<p><font size="2"><b>The information in this prospectus is not complete and may
be changed.&nbsp; We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.&nbsp;
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.</b></font></p>
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  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="7" width="638" border="0">
    <tr>
      <td vAlign="top" width="33%"><font size="4"><u><i><b>PROSPECTUS</b></i></u></font></td>
      <td vAlign="top" width="36%"><i>
      <p align="center">Subject to Completion,<br>
      Dated December 2, 2005</i></td>
      <td vAlign="top" width="30%">
      <p align="center">&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<font face="Lucida Sans Unicode" size="4"><u>
</u></font><b><font size="2">
<p align="center">&nbsp;</p>
<p align="center">Equity Units<br>
(Initially Consisting of Corporate Units)</p>
</font>
<p align="center">ENTERGY CORPORATION</p>
<font size="2"><i>
<p align="center">% Equity Units</p>
</i></font><font size="1">
<p align="center">______________________________</p>
</font></b><font size="2">
<p>Entergy Corporation is offering % Equity Units in this offering.</p>
<p align="justify">Each Equity Unit will have a stated amount of $50 and will
consist of a purchase contract issued by us and, initially, a 1/20, or 5%,
undivided beneficial ownership interest in a $1,000 principal amount senior note
initially due February 17, 2011, issued by us, which we refer to as a Corporate
Unit.</p>
<ul>
  <li>The purchase contract will obligate you to purchase from us, no later than
  February 17, 2009 for a price of $50 in cash, between and shares of our common
  stock, subject to anti-dilution adjustments, depending on the average closing
  price of our common stock over the 20-trading day period ending on the third
  trading day prior to such date. </li>
  <li>We will pay you quarterly contract adjustment payments at a rate of % per
  year of the stated amount of $50 per Equity Unit, or $ per year, as described
  in this prospectus. </li>
  <li>The senior notes will initially bear interest at a rate of % per year,
  payable, initially, quarterly. The senior notes will be remarketed as
  described in this prospectus. In connection with this remarketing the interest
  rate on the senior notes will be reset and thereafter interest will be payable
  semi-annually at the reset rate. </li>
  <li>You can create Treasury Units from Corporate Units by substituting
  Treasury securities for your undivided beneficial ownership interest in the
  senior notes or the applicable ownership interest in the Treasury portfolio
  comprising a part of the Corporate Units, and you can recreate Corporate Units
  by substituting your undivided beneficial ownership interest in the senior
  notes or the applicable ownership interest in the Treasury portfolio for the
  Treasury securities comprising a part of the Treasury Units, in each case,
  subject to certain conditions described in this prospectus. </li>
  <li>Your ownership interest in the senior notes, the applicable ownership
  interest in the Treasury portfolio or the Treasury securities, as the case may
  be, will be pledged to us to secure your obligation under the related purchase
  contract. </li>
  <li>If there is a successful optional remarketing of the senior notes as
  described in this prospectus, and you hold Corporate Units, your applicable
  ownership interest in the Treasury portfolio purchased with the proceeds from
  the remarketing will be used to satisfy your payment obligations under the
  purchase contract. </li>
  <li>If there is a successful final remarketing of the senior notes as
  described in this prospectus, and you hold Corporate Units, the proceeds from
  the remarketing will be used to satisfy your payment obligations under the
  purchase contract, unless you have elected to settle with separate cash. </li>
  <li>The Equity Units are initially being offered only in integral multiples of
  20 Corporate Units.</li>
</ul>
<p>Our common stock is listed and traded on the New York Stock Exchange under
the symbol &quot;ETR.&quot; The reported last sale price of our common stock on the New
York Stock Exchange on November 30, 2005 was $70.00 per share.</p>
<b>
<p>Investing in our Corporate Units involves risks. See &quot;Risk Factors&quot; beginning
on page 27 of this prospectus.</p>
</b></font>
<p align="center">&nbsp;</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" height="55" cellSpacing="0" cellPadding="0" width="590" border="1">
    <tr>
      <td vAlign="top" width="53%" height="21">&nbsp;</td>
      <td vAlign="top" width="25%" height="21"><b>
      <p align="center"><u>Per Corporate Unit</u></b></td>
      <td vAlign="top" width="23%" height="21"><b>
      <p align="center"><u>Total</u></b></td>
    </tr>
    <tr>
      <td vAlign="top" width="53%" height="14">Price to public</td>
      <td vAlign="top" align="middle" width="25%" height="14">$ 50.00</td>
      <td vAlign="top" align="middle" width="23%" height="14">$ </td>
    </tr>
    <tr>
      <td vAlign="top" width="53%" height="14">Underwriting discounts and
      commissions</td>
      <td vAlign="top" align="middle" width="25%" height="14">$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </td>
      <td vAlign="top" align="middle" width="23%" height="14">$ </td>
    </tr>
    <tr>
      <td vAlign="top" width="53%" height="11">Proceeds to us</td>
      <td vAlign="top" align="middle" width="25%" height="11">$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </td>
      <td vAlign="top" align="middle" width="23%" height="11">$ </td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<font size="2">
<p>The initial public offering price set forth above does not include
accumulated contract adjustment payments and accrued interest, if any. Contract
adjustment payments on the purchase contracts and interest attributable to the
undivided beneficial ownership interests in the senior notes will accrue for
purchasers in this offering from <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>, <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>.</p>
<p>To the extent that the underwriters sell more than <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;Corporate Units, within 13
days from the date of this prospectus, the underwriters have the option to
purchase up to an additional <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;Corporate Units from us, at the price to public
less underwriting discounts and commissions.</p>
<b>
<p>Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.</p>
</b>
<p>The underwriters expect to deliver the Corporate Units to purchasers through
the facilities of The Depository Trust Company on<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>, <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>.</p>
</font>
<font size="1">
<p>&nbsp;</p>
</font>
<p>Citigroup</p>
<font size="1">
<p>&nbsp;</p>
</font>
<font size="2">
<p>Prospectus dated <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>, <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></p>
<p>You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone else to provide you
with different information. You should not assume that the information contained
in this prospectus or the documents incorporated by reference is accurate as of
any date other than as of the date of this prospectus or the date the documents
incorporated by reference were filed with the SEC. We are not making an offer of
these securities in any state where the offer is not permitted. </p>
<p>&nbsp;</p>
</font>
<p align="center"><b>TABLE OF CONTENTS</b></p>
<font size="2">
<p align="center">&nbsp;</p>
<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" id="AutoNumber3" width="530">
    <tr>
      <td width="436">&nbsp;</td>
      <td width="91" align="right">&nbsp;</td>
    </tr>
    <tr>
      <td width="436">Prospectus Summary</td>
      <td width="91" align="right">1</td>
    </tr>
    <tr>
      <td width="436">Risk Factors</td>
      <td width="91" align="right">27</td>
    </tr>
    <tr>
      <td width="436">Ratio of Earnings to Fixed Charges</td>
      <td width="91" align="right">45</td>
    </tr>
    <tr>
      <td width="436">Forward-Looking Statements</td>
      <td width="91" align="right">46</td>
    </tr>
    <tr>
      <td width="436">Where You Can Find More Information</td>
      <td width="91" align="right">48</td>
    </tr>
    <tr>
      <td width="436">Use of Proceeds</td>
      <td width="91" align="right">49</td>
    </tr>
    <tr>
      <td width="436">Common Stock Price Range and Dividends</td>
      <td width="91" align="right">49</td>
    </tr>
    <tr>
      <td width="436">Accounting Treatment</td>
      <td width="91" align="right">50</td>
    </tr>
    <tr>
      <td width="436">Description of the Equity Units</td>
      <td width="91" align="right">50</td>
    </tr>
    <tr>
      <td width="436">Description of the Purchase Contracts</td>
      <td width="91" align="right">55</td>
    </tr>
    <tr>
      <td width="436">Certain Provisions of the Purchase Contracts and the
      Purchase<br>
&nbsp; Contract and Pledge Agreement</td>
      <td width="91" align="right"><br>
      72</td>
    </tr>
    <tr>
      <td width="436">Description of the Senior Notes</td>
      <td width="91" align="right">78</td>
    </tr>
    <tr>
      <td width="436">Description of the Common Stock</td>
      <td width="91" align="right">96</td>
    </tr>
    <tr>
      <td width="436">Certain United States Federal Income Tax Consequences</td>
      <td width="91" align="right">98</td>
    </tr>
    <tr>
      <td width="436">ERISA Considerations</td>
      <td width="91" align="right">110</td>
    </tr>
    <tr>
      <td width="436">Underwriting</td>
      <td width="91" align="right">112</td>
    </tr>
    <tr>
      <td width="436">Experts</td>
      <td width="91" align="right">114</td>
    </tr>
    <tr>
      <td width="436">Legal Matters</td>
      <td width="91">
      <p align="right">115</td>
    </tr>
  </table>
  </center>
</div>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
</font><b>
<p align="center"><a name="_Toc497267818">PROSPECTUS SUMMARY</a></p>
<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <dir>
            </b><font size="2">
            <p>&nbsp;</p>
          </dir>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
</font><i>
<p align="justify">This summary highlights information contained elsewhere, or
incorporated by reference, in this prospectus. As a result, it does not contain
all of the information that you should consider before investing in the
Corporate Units. You should read the entire prospectus, including the documents
incorporated by reference, which are described under &quot;Where You Can Find More
Information&quot; in this prospectus. This prospectus contains or incorporates
forward-looking statements. Forward-looking statements should be read with the
cautionary statements and important factors included in this prospectus under
&quot;Forward-Looking Statements.&quot; Except as otherwise indicated, all information in
this prospectus assumes no exercise of the underwriters' option to purchase
additional Corporate Units.</p>
</i><b>
<p align="center">Entergy Corporation</p>
</b>
<p align="justify">We are an integrated energy company engaged primarily in
electric power production and retail electric distribution operations. Our
subsidiaries own and operate power plants with approximately 30,000 MW of
electric generating capacity, and we are the second-largest nuclear power
generator in the United States. The domestic utility companies deliver
electricity to 2.7 million utility customers in Arkansas, Louisiana,
Mississippi, and Texas as of December 31, 2004. Our subsidiaries generated
annual revenues of over $10 billion in 2004 and had approximately 14,400
employees as of December&nbsp;31, 2004. Our principal executive offices are
temporarily located at 500 Clinton Center Drive, Clinton, Mississippi 39056 and
our telephone number is (504) 576-4000.</p>
<p>We operate primarily through three business segments: U.S. Utility,
Non-Utility Nuclear, and Energy Commodity Services.</p>
<ul>
  <b>
  <li>U.S. Utility </b>generates, transmits, distributes, and sells electric
  power in a four-state service territory that includes portions of Arkansas,
  Mississippi, Texas, and Louisiana, including the City of New Orleans; and
  operates a small natural gas distribution business. <b>
  </li>
  <li>Non-Utility Nuclear </b>owns and operates five nuclear power plants
  located in the northeastern United States and sells the electric power
  produced by those plants to wholesale customers. This business also provides
  services to other nuclear power plant owners. <b>
  </li>
  <li>Energy Commodity Services </b>includes our non-nuclear wholesale assets
  business. The non-nuclear wholesale assets business sells to wholesale
  customers the electric power produced by power plants that it owns while it
  focuses on improving performance and exploring sales or restructuring
  opportunities for its power plants. Such opportunities are evaluated
  consistent with our market-based point-of-view. The non-nuclear wholesale
  assets business terminated new greenfield power development activity in 2002.
  Prior to 2005, this segment included Entergy-Koch, L.P. (&quot;Entergy-Koch&quot;),
  which engaged in two major businesses: energy commodity marketing and trading
  through Entergy-Koch Trading, and gas transportation and storage through Gulf
  South Pipeline. Entergy-Koch sold both of these businesses in the fourth
  quarter of 2004, and Entergy-Koch is no longer an operating entity. We
  received $862&nbsp;million of cash distributions in 2004 from Entergy-Koch after
  the business sales, and we ultimately expect to receive total net cash
  distributions exceeding $1 billion, comprised of the after-tax cash from the
  distributions of the sales proceeds and the eventual liquidation of
  Entergy-Koch. We currently expect that we will receive the remaining cash
  distributions in 2006, and expect that the net cash distributions will exceed
  our equity investment in Entergy-Koch. We expect to record a $60 million
  net-of-tax gain when the remainder of the proceeds are received in 2006.
  </li>
</ul>
<p align="justify">The following shows the principal subsidiaries and affiliates
within our business segments. Companies that file reports and other information
with the SEC under the Securities Exchange Act of 1934 are identified in
bold-faced type. </p>
<p align="center">&nbsp;</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="0" width="684" border="0">
    <tr>
      <td vAlign="top" width="2%">&nbsp;</td>
      <td style="border-bottom: medium none" vAlign="top" width="21%" colSpan="3">
      &nbsp;</td>
      <td style="border-bottom: medium none" vAlign="top" width="2%">&nbsp;</td>
      <td style="border-bottom: medium none" vAlign="top" width="3%">&nbsp;</td>
      <td vAlign="top" width="50%" colSpan="17"><b>
      <div style="border: 1px solid; padding-left: 4px; padding-right: 4px; padding-top: 1px; padding-bottom: 1px">
        <p align="center">Entergy Corporation</b></div>
      </td>
      <td vAlign="top" width="1%">&nbsp;</td>
      <td vAlign="top" width="10%">&nbsp;</td>
      <td vAlign="top" width="11%" colSpan="2">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-right: medium none" vAlign="top" width="2%" height="10">
      &nbsp;</td>
      <td style="border: medium none" vAlign="top" width="21%" colSpan="3" height="10">
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </td>
      <td style="border-left:medium none; border-right:medium none; border-top:medium none; border-bottom-color:inherit" vAlign="top" width="2%" height="10">&nbsp;</td>
      <td style="border-left:medium none; border-right:medium none; border-top:medium none; border-bottom-color:inherit" vAlign="top" width="3%" height="10">&nbsp;</td>
      <td style="border: medium none" vAlign="top" width="13%" colSpan="3" height="10">
      &nbsp;</td>
      <td style="border: medium none" vAlign="top" width="8%" height="10"></td>
      <td style="border-left:medium none; border-top:medium none; border-right-color:inherit; border-bottom-color:inherit" vAlign="top" width="4%" height="10">&nbsp;</td>
      <td style="border-left:1px solid; border-right:medium none; border-top:medium none; border-bottom:medium none; " vAlign="top" width="3%" colSpan="3" height="10">
      </td>
      <td style="border: medium none" vAlign="top" width="3%" colSpan="3" height="10">
      &nbsp;</td>
      <td style="border-left:medium none; border-right:medium none; border-top:medium none; border-bottom-color:inherit" vAlign="top" width="7%" height="10">&nbsp;</td>
      <td style="border: medium none" vAlign="top" width="12%" colSpan="5" height="10">
      </td>
      <td style="border-left: medium none" vAlign="top" width="1%" height="10">&nbsp;</td>
      <td vAlign="top" width="20%" colSpan="3" height="10">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-bottom: medium none; border-right-color:inherit" vAlign="top" width="11%" colSpan="3" height="10">
      </td>
      <td style="border-left:1px solid; border-right:medium none; border-top:1px solid; border-bottom:medium none; " vAlign="top" width="12%" height="10"></td>
      <td style="border-left:medium none; border-right:medium none; border-top:1px solid; border-bottom:medium none; " vAlign="top" width="2%" height="10"></td>
      <td style="border-left:medium none; border-top:1px solid; border-bottom:medium none; border-right-color:inherit" vAlign="top" width="15%" colSpan="2" height="10">
      </td>
      <td style="border-left:1px solid; border-right:medium none; border-top:1px solid; border-bottom:medium none; " vAlign="top" width="14%" colSpan="5" height="10">
      </td>
      <td style="border-left:medium none; border-top:1px solid; border-bottom:medium none; border-right-color:inherit" vAlign="top" width="1%" height="10"></td>
      <td style="border-left:1px solid; border-right:medium none; border-top:1px solid; border-bottom:medium none; " vAlign="top" width="2%" colSpan="2" height="10">
      </td>
      <td style="border-left:medium none; border-top:1px solid; border-bottom:medium none; border-right-color:inherit" vAlign="top" width="19%" colSpan="7" height="10">
      </td>
      <td style="border-left: 1px solid; border-bottom: medium none" vAlign="top" width="23%" colSpan="5" height="10">
      </td>
    </tr>
    <tr>
      <td style="border: 1px solid" vAlign="top" width="23%" colSpan="4">
      <font size="2">
      <p align="center"><br>
      U. S. Utility</font></td>
      <td style="border-left: 1px solid; border-right: 1px solid; border-top: medium none" vAlign="top" width="2%">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="top" width="29%" colSpan="7">
      <font size="2">
      <p align="center"><br>
      Non-Utility Nuclear</font></td>
      <td style="border-left: 1px solid; border-right: 1px solid; border-top: medium none" vAlign="top" width="1%">
      &nbsp;<p>&nbsp;</td>
      <td style="border-left: 1px solid; border-right: 1px solid; border-top: medium none" vAlign="top" width="2%" colSpan="2">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="top" width="42%" colSpan="12">
      <font size="2">
      <p align="center"><br>
      Energy Commodity Services</font></td>
    </tr>
    <tr>
      <td style="border-right: 1px solid; border-top: 1px solid" vAlign="top" width="2%">
      &nbsp;</td>
      <td style="border-left: 1px solid; border-top: 1px solid" vAlign="top" width="3%">
      &nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" width="18%" colSpan="2">&nbsp;</td>
      <td vAlign="top" width="2%">&nbsp;</td>
      <td style="border-right: 1px solid; border-top: 1px solid" vAlign="top" width="3%">
      &nbsp;</td>
      <td style="border-left: 1px solid; border-top: 1px solid" vAlign="top" width="12%" colSpan="2">
      &nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" width="14%" colSpan="4">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="top" width="1%">&nbsp;</td>
      <td style="border-left: 1px solid" vAlign="top" width="2%" colSpan="2">&nbsp;</td>
      <td style="border-right: 1px solid; border-top: 1px solid" vAlign="top" width="1%">
      &nbsp;</td>
      <td style="border-left: 1px solid; border-top: 1px solid" vAlign="top" width="9%" colSpan="3">
      &nbsp;</td>
      <td style="border-right: 1px solid; border-top: 1px solid" vAlign="top" width="9%" colSpan="3">
      &nbsp;</td>
      <td style="border-left: 1px solid; border-top: 1px solid" vAlign="top" width="16%" colSpan="4">
      &nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" width="7%">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="center" width="2%" height="12" rowSpan="2">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="12" rowSpan="2">
      <font size="1"><b>-Entergy Arkansas, Inc.</b></font></td>
      <td vAlign="center" width="2%" height="12" rowSpan="2">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="12" rowSpan="2">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="12" rowSpan="2">
      <font size="1"><b>-</b>Entergy Nuclear Operations, Inc.</font></td>
      <td style="border-right: 1px solid" vAlign="center" width="1%" height="12">
      </td>
      <td style="border-left: 1px solid; border-bottom: 1px solid" vAlign="center" width="2%" colSpan="2" height="12">
      </td>
      <td style="border: 1px solid" vAlign="center" width="16%" colSpan="5" height="12" rowSpan="2">
      <font size="1">
      <p align="center">Entergy-Koch<br>
      (50% ownership)</font></td>
      <td vAlign="center" width="2%" height="12" rowSpan="2"></td>
      <td style="border: 1px solid" vAlign="center" width="25%" colSpan="6" height="12" rowSpan="2">
      <font size="1">
      <p align="center">Non-Nuclear Wholesale Assets</font></td>
    </tr>
    <tr>
      <td vAlign="center" width="1%" height="12"></td>
      <td style="border-top: 1px solid" vAlign="center" width="2%" colSpan="2" height="12">
      </td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="center" width="2%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="24">
      <font size="1"><b>-Entergy Gulf States, Inc.</b></font></td>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear Finance, Inc.</font></td>
      <td vAlign="center" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="1%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="18%" colSpan="6" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="23%" colSpan="5" height="24">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="top" width="2%" height="24">&nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="24">
      <font size="1"><b>-Entergy Louisiana, Inc.</b></font></td>
      <td vAlign="top" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="top" width="3%" height="24">&nbsp;</td>
      <td style="border-left: 1px solid" vAlign="top" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear Generation Co.<br>
      (Pilgrim)</font></td>
      <td vAlign="top" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="top" width="1%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="18%" colSpan="6" height="24">&nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="23%" colSpan="5" height="24">
      <font size="1"><b>-</b>Entergy Power Development Corp.</font></td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="center" width="2%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="24">
      <font size="1"><b>-Entergy Mississippi, Inc.</b></font></td>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear FitzPatrick LLC</font></td>
      <td vAlign="center" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="1%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="top" width="18%" colSpan="6" height="24">&nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="23%" colSpan="5" height="24">
      <font size="1"><b>-</b>Entergy Asset Management, Inc.</font></td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="center" width="2%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="24">
      <font size="1"><b>-Entergy New Orleans, Inc.</b></font></td>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear Indian Point 2, LLC</font></td>
      <td vAlign="center" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="1%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="18%" colSpan="6" height="24">&nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="23%" colSpan="5" height="24">
      <font size="1"><b>-</b>Entergy Power, Inc.</font></td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="center" width="2%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="24">
      <font size="1"><b>-System Energy Resources, Inc.</b></font></td>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear Indian Point 3, LLC</font></td>
      <td vAlign="center" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="1%" height="24">&nbsp;</td>
      <td vAlign="top" width="41%" colSpan="11" height="24">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="center" width="2%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="24">
      <font size="1"><b>-</b>Entergy Operations, Inc.</font></td>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear Vermont Yankee, LLC</font></td>
      <td vAlign="center" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="1%" height="24">&nbsp;</td>
      <td vAlign="center" width="41%" colSpan="11" height="24">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="center" width="2%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="24">
      <font size="1"><b>-</b>Entergy Services, Inc.</font></td>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear, Inc.</font></td>
      <td vAlign="center" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="1%" height="24">&nbsp;</td>
      <td vAlign="top" width="41%" colSpan="11" height="24">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-right: 1px solid" vAlign="center" width="2%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="21%" colSpan="3" height="24">
      <font size="1"><b>-</b>System Fuels, Inc.</font></td>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear Fuels Company</font></td>
      <td vAlign="center" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="1%" height="24">&nbsp;</td>
      <td vAlign="center" width="41%" colSpan="11" height="24">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td vAlign="center" width="21%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="2%" height="24">&nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="3%" height="24">
      &nbsp;</td>
      <td style="border-left: 1px solid" vAlign="center" width="26%" colSpan="6" height="24">
      <font size="1"><b>-</b>Entergy Nuclear Nebraska LLC</font></td>
      <td vAlign="center" width="3%" colSpan="3" height="24">&nbsp;</td>
      <td vAlign="center" width="1%" height="24">&nbsp;</td>
      <td vAlign="center" width="41%" colSpan="11" height="24">&nbsp;&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<a name="OLE_LINK1">
<p align="justify">In addition to the domestic utility companies included as a
part of the U.S. Utility segment, we also own System Energy Resources, which
owns and leases an aggregate 90% undivided interest in Unit 1 of Grand Gulf
Electric Steam Generating Station. System Energy sells all of the capacity and
energy from its interest in Grand Gulf 1 at wholesale to its only customers, our
subsidiaries, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and
Entergy New Orleans. </p>
<p align="justify">Entergy Services provides management, administrative,
accounting, legal, engineering and other services primarily to the domestic
utility companies and System Energy. Entergy Operations provides nuclear
management, operations and maintenance services under contract for our regulated
nuclear facilities, subject to owner oversight. Entergy Arkansas, Entergy
Louisiana, Entergy Mississippi and Entergy New Orleans own 35%, 33%, 19% and
13%, respectively, of System Fuels, which implements and manages certain
programs to procure, deliver and store fuel supplies for those companies. </p>
<p align="justify">In addition to our three primary operating segments, our
Competitive Retail Services business markets and sells electricity, thermal
energy, and related services in competitive markets, primarily the ERCOT region
in Texas, where it has over 105,000 customers. Competitive Retail Services
contributed approximately 5% of our revenue in 2004, but does not currently have
significant levels of net income or loss, or total assets, and we report this
business as part of all other in our segment disclosures.</p>
<p align="justify"></a>We aspire to achieve industry-leading total shareholder
returns by leveraging the scale and expertise inherent in our core nuclear and
utility operations. Our scope includes electricity generation, transmission and
distribution as well as natural gas transportation and distribution. We focus on
operational excellence with an emphasis on safety, reliability, customer
service, sustainability, cost efficiency and risk management. We also focus on
portfolio management to make periodic buy, build, hold, or sell decisions based
upon our analytically-derived points of view which are continuously updated as
market conditions evolve.</p>
<p align="justify">In this prospectus, references to &quot;Entergy&quot;, &quot;we&quot;, &quot;our&quot; and
&quot;us&quot; refer to Entergy Corporation and, unless the context otherwise indicates,
do not include our subsidiaries, and references to &quot;domestic utility companies&quot;
refer to our subsidiaries, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi and Entergy New Orleans.</p>
<b>
<p align="center">&nbsp;</p>
<p align="center">Recent Developments</p>
<i>
<p align="justify">&nbsp;</p>
</i></b>
<p align="justify">In August and September 2005, Hurricane Katrina and Hurricane
Rita caused catastrophic damage in Louisiana, Mississippi and Texas to portions
of the service territories of Entergy New Orleans, Entergy Louisiana, Entergy
Mississippi and Entergy Gulf States. The storms and flooding resulted in
widespread power outages, significant damage to distribution, transmission,
generation, and gas infrastructure, and the loss of sales and customers due to
mandatory evacuations and the destruction of homes and businesses. Total
restoration costs for the repair and/or replacement of the electric and gas
facilities of Entergy New Orleans, Entergy Louisiana, Entergy Mississippi and
Entergy Gulf States damaged by Hurricanes Katrina and Rita and business
continuity costs are estimated to be in the range of $1.1 billion to
$1.4&nbsp;billion. The cost estimates do not include other potential incremental
losses, such as the inability to recover fixed costs scheduled for recovery
through base rates, which base rate revenue was not recovered due to a loss of
anticipated sales. Entergy and the domestic utility companies are pursuing a
broad range of initiatives to recover storm restoration and business continuity
costs and incremental losses. Initiatives include (1) obtaining reimbursement of
certain costs covered by insurance, (2) obtaining assistance through federal
legislation for Hurricane Rita as well as Hurricane Katrina, and (3) pursuing
recovery through existing or new rate mechanisms regulated by the Federal Energy
Regulatory Commission (&quot;FERC&quot;) and local regulatory bodies.&nbsp; </p>
<p align="justify">The temporary power outages associated with the hurricanes in
the affected service territory caused the sales volume and receivable
collections of Entergy Gulf States, Entergy Louisiana and Entergy New Orleans to
be lower than normal during those outages. Revenues are expected to continue to
be affected for a period of time that cannot yet be estimated as a result of the
36,000 customers at Entergy Louisiana and 87,000 customers at Entergy New
Orleans that are unable to accept electric and gas service and as a result of
changes in load patterns that could occur, including the effect of residential
customers who can accept electric and gas service not permanently returning to
their homes. As reported in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, Entergy Louisiana had 662,000 electric customers and
Entergy New Orleans had 189,000 electric customers and 145,000 gas customers.
Restoration for many of the customers who are unable to accept service will
follow major repairs or reconstruction of customer facilities, and will be
contingent on validation by local authorities of habitability and electrical
safety of customers' structures. Annual non-fuel revenues associated with
customers who are currently unable to accept electric and gas service are
estimated to be $171 million. Our estimate of the revenue impact of the extended
outages and load pattern changes<i><b> </b></i>is subject to change, however,
because of a range of uncertainties, in particular the timing of when individual
customers will return to service.</p>
<i><b>
<p align="justify"></b></i>Because of the effects of Hurricane Katrina, on
September 23, 2005, Entergy New Orleans filed a voluntary petition in the United
States Bankruptcy Court for the Eastern District of Louisiana seeking
reorganization relief under the provisions of Chapter 11 of the United States
Bankruptcy Code (Case No. 05-17697). </p>
<i><b>
<p align="justify"></b></i>We are in the process of implementing an approximate
$2.5 billion financing plan in order to provide adequate liquidity and capital
resources while storm restoration cost recovery is pursued<i><b> </b></i>and to
provide additional financial support against the potential occurrence of other
unexpected events. In addition, this plan is intended to provide adequate
liquidity and capital resources to support the Non-Utility Nuclear and the
Competitive Retail Services businesses. This plan includes (1) a new Entergy
revolving credit facility with capacity of up to $1.5 billion (which would
supplement our existing five year $2 billion revolving credit facility); (2) the
issuance and sale of the Equity Units being offered by this prospectus; and (3)
the issuance and sale of up to $500 million of new debt at Entergy Gulf States
and Entergy Louisiana, including $150 million of first mortgage bonds issued by
Entergy Louisiana on October 21, 2005. In addition to this financing plan, we
plan to provide funding of $300 million to Entergy Gulf States. </p>
<p align="justify">&nbsp;</p>
<b>
<p align="center">The Offering</p>
<p>What are Equity Units?</p>
</b>
<p align="justify">The Equity Units offered by us will initially consist of
Corporate Units, each with a stated amount of $50. You can create Treasury Units
from Corporate Units in the manner described below under &quot;How can I create
Treasury Units from Corporate Units?&quot;.</p>
<b>
<p>What are the components of a Corporate Unit?</p>
</b>
<p align="justify">Each Corporate Unit initially consists of a purchase contract
and a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal
amount of our senior notes initially due February 17, 2011. The undivided
beneficial ownership interest in senior notes corresponds to $50 principal
amount of our senior notes. The senior notes will be issued in minimum
denominations of $1,000 and integral multiples of $1,000, except in certain
limited circumstances. Your undivided beneficial ownership interest in senior
notes comprising part of each Corporate Unit is owned by you, but it will be
initially pledged to us through the collateral agent to secure your obligation
under the related purchase contract. Upon a successful optional remarketing
described below under &quot;What is an optional remarketing?&quot;, or if a special event
redemption occurs described below under &quot;When may the senior notes be redeemed?&quot;
prior to the earlier of the date of a successful remarketing and the purchase
contract settlement date, the senior notes comprising part of the Corporate
Units will be replaced by the Treasury portfolio described below under &quot;What is
the Treasury portfolio?&quot;, and the applicable ownership interest in the Treasury
portfolio will then be pledged to us through the collateral agent to secure your
obligation under the related purchase contract.</p>
<b>
<p>What is a purchase contract?</p>
</b>
<p align="justify">Each purchase contract that is a component of an Equity Unit
obligates you to purchase, and obligates us to sell, on February 17, 2009, which
we refer to as the purchase contract settlement date, for $50 in cash, a number
of newly issued shares of our common stock equal to the &quot;settlement rate.&quot; The
settlement rate will be calculated, subject to adjustment under the
circumstances set forth in &quot;Description of the Purchase Contracts -
Anti-Dilution Adjustments,&quot; as follows:</p>
<ul>
  <li>if the applicable market value of our common stock is greater than or
  equal to $&nbsp;<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>(subject to adjustment), which we refer to as the &quot;threshold
  appreciation price,&quot; the settlement rate will be <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> shares of our common
  stock;
  </li>
  <li>if the applicable market value of our common stock is less than the
  threshold appreciation price but greater than $<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  </u>(subject to adjustment),
  which we refer to as the &quot;reference price,&quot; the settlement rate will be a
  number of shares of our common stock equal to $50 divided by the applicable
  market value, rounded to the nearest ten thousandth of a share; and
  </li>
  <li>if the applicable market value of our common stock is less than or equal
  to the reference price, the settlement rate will be <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> shares of our
  common stock.
  </li>
</ul>
<p align="justify">&quot;Applicable market value&quot; means the average of the closing
price per share of our common stock on each of the twenty consecutive trading
days ending on the third trading day immediately preceding the purchase contract
settlement date. The reference price equals the last reported sale price of our
common stock on the New York Stock Exchange on ___________, 200_. The threshold
appreciation price represents a &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% appreciation over the reference price.</p>
<p align="justify">We will not issue any fractional shares of our common stock
upon settlement of a purchase contract. Instead of a fractional share, you will
receive an amount of cash equal to this fraction multiplied by the applicable
market value.</p>
<p align="justify">You may satisfy your obligation to purchase our common stock
pursuant to the purchase contracts as described under &quot;How can I satisfy my
obligation under the purchase contracts?&quot; below.</p>
<b>
<p align="justify">Can I settle the purchase contract early?</p>
</b>
<p align="justify">Subject to an optional remarketing as described below under
&quot;What is an optional remarketing?&quot;, you can settle a purchase contract at any
time on or after March 1, 2006 and prior to the second business day immediately
preceding the first day of the final remarketing period referred to under &quot;What
is a final remarketing?&quot;, in the case of Corporate Units, and at any time on or
after March 1, 2006 and prior to the second business day immediately preceding
the purchase contract settlement date, in the case of Treasury Units, by paying
$50 cash, in which case &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; shares of our common stock will be issued to you
pursuant to the purchase contract (subject to adjustment as described below
under &quot;Description of the Purchase Contracts - Anti-Dilution Adjustments&quot;). In
addition, subject to an optional remarketing as described below under &quot;What is
an optional remarketing?&quot;, if we are involved in a merger in which at least 30%
of the consideration for our common stock consists of cash or cash equivalents,
on or after March 1, 2006, you will have the right to settle a purchase contract
early at the settlement rate in effect immediately prior to the closing of that
merger. You may only elect early settlement in integral multiples of 20
Corporate Units and 20 Treasury Units. If the Treasury portfolio has replaced
the senior notes as a component of the Corporate Units, holders of Corporate
Units may settle early on or prior to the second business day immediately
preceding the purchase contract settlement date only in integral multiples of
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Corporate Units. See &quot;Description of the Purchase Contracts - Early
Settlement&quot; and &quot; - Early Settlement Upon Cash Merger.&quot;</p>
<p align="justify">Your early settlement right is subject to the condition that,
if required under the U.S. federal securities laws, we have a registration
statement under the Securities Act of 1933 in effect and an available prospectus
covering the shares of common stock and other securities, if any, deliverable
upon settlement of a purchase contract. We have agreed that, if required by U.S.
federal securities laws, we will use our commercially reasonable efforts to have
a registration statement in effect and to provide a prospectus covering those
shares of common stock or other securities to be delivered in respect of the
purchase contracts being settled, subject to certain exceptions.</p>
<b>
<p align="justify">What is a Treasury Unit?</p>
</b>
<p align="justify">A Treasury Unit is an Equity Unit created from a Corporate
Unit and consists of a purchase contract and a 1/20, or 5%, undivided beneficial
ownership interest in a zero-coupon U.S. Treasury security with a principal
amount of $1,000 that matures on February 15, 2009 (payable on the purchase
contract settlement date) (CUSIP No. 912820JW8) which we refer to as a &quot;Treasury
security.&quot; The ownership interest in the Treasury security that is a component
of a Treasury Unit will be owned by you, but will be pledged to us through the
collateral agent to secure your obligation under the related purchase contract.</p>
<b>
<p align="justify">How can I create Treasury Units from Corporate Units?</p>
</b>
<p align="justify">Subject to an optional remarketing as described below under
&quot;What is an optional remarketing?&quot;, each holder of Corporate Units will have the
right, at any time on or prior to the second business day immediately preceding
the first day of the final remarketing period referred to below under &quot;What is a
final remarketing?&quot;, to substitute for the related undivided beneficial
ownership interest in senior notes or applicable ownership interests in the
Treasury portfolio, as the case may be, held by the collateral agent, Treasury
securities with a total principal amount at maturity equal to the aggregate
principal amount of the senior notes underlying the undivided beneficial
ownership interests in senior notes for which substitution is being made.
Because Treasury securities and the senior notes are issued in minimum
denominations of $1,000, holders of Corporate Units may make this substitution
only in integral multiples of 20 Corporate Units. If the Treasury portfolio has
replaced the senior notes as a component of the Corporate Units as a result of a
special event redemption, holders of Corporate Units may substitute Treasury
securities for the applicable ownership interests in the Treasury portfolio only
in integral multiples of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Corporate Units. Each of these substitutions
will create Treasury Units, and the senior notes underlying the undivided
beneficial ownership interest in senior notes, or the applicable ownership
interests in the Treasury portfolio, will be released to the holder and such
senior notes will be separately tradable from the Treasury Units. If the
Treasury portfolio has replaced the senior notes as a component of the Corporate
Units as a result of a successful optional remarketing, holders of Corporate
Units may not create Treasury Units by substituting Treasury securities for the
applicable ownership interests in the Treasury portfolio.</p>
<b>
<p align="justify">How can I recreate Corporate Units from Treasury Units?</p>
</b>
<p align="justify">Subject to an optional remarketing as described below under
&quot;What is an optional remarketing?&quot;, each holder of Treasury Units will have the
right, at any time on or prior to the second business day immediately preceding
the first day of the final remarketing period referred to below under &quot;What is a
final remarketing?&quot;, to substitute for the related Treasury securities held by
the collateral agent, senior notes or applicable ownership interests in the
Treasury portfolio, as the case may be, having a principal amount equal to the
aggregate principal amount at stated maturity of the Treasury securities for
which substitution is being made. Because Treasury securities and the senior
notes are issued in minimum denominations of $1,000, holders of Treasury Units
may make these substitutions only in integral multiples of 20 Treasury Units. If
the Treasury portfolio has replaced the senior notes as a component of the
Corporate Units as a result of a special event redemption, holders of Treasury
Units may substitute applicable ownership interests in the Treasury portfolio
for Treasury securities only in integral multiples of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Corporate Units.
Each of these substitutions will recreate Corporate Units and the applicable
Treasury securities will be released to the holder and will be separately
tradable from the Corporate Units. If the Treasury portfolio has replaced the
senior notes as a component of the Corporate Units as a result of a successful
optional remarketing, holders of Treasury Units may not recreate Corporate Units
by substituting the applicable ownership interests in the Treasury portfolio for
Treasury securities.</p>
<b>
<p align="justify">What payments am I entitled to as a holder of Corporate
Units?</p>
</b>
<p align="justify">Holders of Corporate Units will be entitled to receive
quarterly cash distributions consisting of their pro rata share of interest
payments on the senior notes, equivalent to the rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per year on the
undivided beneficial ownership interest in senior notes (or distributions on the
applicable ownership interests in the Treasury portfolio if the senior notes
have been replaced by the Treasury portfolio) and contract adjustment payments
payable by us at the rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per year on the stated amount of $50 per
Corporate Unit until the earliest of the purchase contract settlement date, the
early settlement date (in the case of a cash merger early settlement) and the
most recent quarterly payment date on or before any early settlement of the
related purchase contracts (in the case of early settlement other than upon a
cash merger). Our obligations with respect to the contract adjustment payments
will be subordinated and junior in right of payment to our obligations under any
of our senior indebtedness.</p>
<b>
<p align="justify">What payments will I be entitled to if I convert my Corporate
Units to Treasury Units?</p>
</b>
<p align="justify">Holders of Treasury Units will be entitled to receive
quarterly contract adjustment payments payable by us at the rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per
year on the stated amount of $50 per Treasury Unit. There will be no
distributions in respect of the Treasury securities that are a component of the
Treasury Units but the holders of the Treasury Units will continue to receive
the scheduled quarterly interest payments on the senior notes that were released
to them when they created the Treasury Units as long as they continue to hold
such senior notes.</p>
<b>
<p align="justify">Do you have the option to defer current payments?</p>
</b>
<p align="justify">No, we do not have the right to defer the payment of contract
adjustment payments in respect of the Corporate Units or the Treasury Units or
the payment of interest on the senior notes.</p>
<b>
<p align="justify">What are the payment dates for the Corporate Units and
Treasury Units?</p>
</b>
<p align="justify">The payments described above in respect of the Equity Units
will be payable quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year, commencing &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 17, 2006. We will make these
payments to the person in whose name the Equity Unit is registered at the close
of business on the first day of the month in which the payment date falls.</p>
<b>
<p align="justify">What is remarketing?</p>
</b>
<p align="justify">We refer to each of an &quot;optional remarketing&quot; and a &quot;final
remarketing&quot; as a &quot;remarketing,&quot; whereby the senior notes that are a component
of the Corporate Units and any separate senior notes whose holders have decided
to participate in the remarketing will be remarketed, at our option, as
described below under &quot;What is an optional remarketing?&quot; or, if no optional
remarketing has occurred, in a final remarketing as described below under &quot;What
is a final remarketing?&quot;.</p>
<b>
<p align="justify">What is an optional remarketing?</p>
</b>
<p align="justify">Unless a special event redemption or a termination event has
occurred, we may elect, at our option, to remarket the senior notes on a date or
dates selected by us between November 3, 2008 and November 13, 2008 (the second
business day immediately preceding the November 17, 2008 interest payment date)
or (unless a successful optional remarketing has occurred) between December 1,
2008 and December 11, 2008 (each of which we refer to as an &quot;optional
remarketing date&quot;), whereby the aggregate principal amount of the senior notes
that are a part of Corporate Units and any separate senior notes whose holders
have decided to participate in the remarketing will be remarketed. We refer to
each of these periods as an &quot;optional remarketing period&quot; and a remarketing on
an optional remarketing date as an &quot;optional remarketing.&quot; If we elect the
senior notes to be remarketed on an optional remarketing date, the remarketing
agent will use its reasonable efforts to obtain a price for the senior notes to
be remarketed that results in proceeds of at least 100% of the purchase price
for the Treasury portfolio described below under &quot;What is the Treasury
portfolio?&quot; (including, in the case of an optional remarketing occurring between
December 1, 2008 and December 11, 2008, accrued and unpaid interest (prior to
any reset of the interest rate) to the remarketing settlement date). We will
issue a press release and request that the depositary notify its participants
holding Corporate Units, Treasury Units and senior notes of our election to
conduct an optional remarketing no later than 15 days prior to each optional
remarketing period during which an optional remarketing will be attempted. </p>
<p align="justify">Following a successful optional remarketing of the senior
notes on an optional remarketing date, the remarketing agent will purchase the
Treasury portfolio at the Treasury portfolio purchase price, and deduct such
price from the proceeds of the optional remarketing. Any remaining proceeds will
be remitted by the remarketing agent for the benefit of the holders. We will
separately pay a fee to the remarketing agent for its services as remarketing
agent. Corporate Unit holders will not be responsible for the payment of any
remarketing fee in connection with the remarketing. </p>
<p align="justify">The Corporate Unit holder's applicable ownership interest in
the Treasury portfolio will be substituted for the holder's applicable ownership
interest in the senior notes as a component of the Corporate Units and will be
pledged to us through the collateral agent to secure the Corporate Unit holder's
obligation under the related purchase contract. On the purchase contract
settlement date, a portion of the proceeds from the Treasury portfolio equal to
$50 will automatically be applied to satisfy the Corporate Unit holder's
obligation to purchase common stock under the purchase contract and proceeds
from the Treasury portfolio equal to the interest payment (assuming no reset of
the interest rate) that would have been attributable to the applicable ownership
interests in senior notes on February 17, 2009 will be paid to the Corporate
Unit holders.</p>
<p align="justify">If we elect to conduct an optional remarketing on an optional
remarketing date:</p>
<ul>
  <li>
<p align="justify">you may not settle a purchase contract that is part of a Corporate Unit
  early during the period beginning the second business day immediately prior to
  the first day of the optional remarketing period until the third business day
  following the last day of the optional remarketing period; </p>
  </li>
  <li>you may not create Treasury Units during that same period; and
  </li>
  <li>you may not recreate Corporate Units from Treasury Units during that same
  period.</li>
</ul>
<p align="justify">If we elect to conduct an optional remarketing on an optional
remarketing date, and such remarketing is successful:</p>
<ul>
  <li>settlement of the remarketed senior notes will occur on November 17, 2008
  (in the case of an optional remarketing occurring between November 3, 2008 and
  November 13, 2008) or the third business day following the date of such
  successful optional remarketing (in the case of an optional remarketing
  occurring between December 1, 2008 and December 11, 2008);
  </li>
  <li>the interest rate on the senior notes will be reset on the reset effective
  date, which will be the settlement date of such successful optional
  remarketing;
  </li>
  <li>your Corporate Units will consist of a purchase contract and the
  applicable ownership interest in the Treasury portfolio, as described above;
  and
  </li>
  <li>you may not create Treasury Units or recreate Corporate Units from
  Treasury Units.
  </li>
</ul>
<p align="justify">If we do not elect to conduct an optional remarketing during
either optional remarketing period, or no optional remarketing succeeds for any
reason, the senior notes will continue to be a component of the Corporate Units
and the remarketing agent will use its reasonable efforts to remarket the senior
notes on the final remarketing date as described below. </p>
<b>
<p align="justify">What is a final remarketing?</p>
</b>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a successful optional
remarketing or a special event redemption, or a termination event has occurred,
remarketing of the senior notes will be attempted on a date or dates selected by
us (each of which we refer to as a &quot;final remarketing date&quot;) between February 2,
2009 and February 11, 2009 (the third business day immediately preceding the
purchase contract settlement date), whereby the aggregate principal amount of
the senior notes that are a part of Corporate Units and any separate senior
notes whose holders have decided to participate in the remarketing will be
remarketed. We refer to such period as the &quot;final remarketing period&quot; and a
remarketing on a final remarketing date as the final remarketing. The
remarketing agent will use its reasonable efforts to obtain a price for the
senior notes to be remarketed that results in proceeds of at least 100% of the
aggregate principal amount of such senior notes. We will issue a press release
and request that the depositary notify its participants holding Corporate Units,
Treasury Units and senior notes of the final remarketing no later than January
15, 2009.</p>
<p align="justify">Upon a successful final remarketing, the portion of the
proceeds equal to the total principal amount of the senior notes underlying the
Corporate Units will automatically be applied to satisfy in full the Corporate
Unit holders' obligations to purchase common stock under the related purchase
contracts. If any proceeds remain after this application, the remarketing agent
will remit such proceeds for the benefit of the holders. We will separately pay
a fee to the remarketing agent for its services as remarketing agent. Corporate
Unit holders whose senior notes are remarketed will not be responsible for the
payment of any remarketing fee in connection with the remarketing.</p>
<p align="justify">Upon a successful final remarketing, settlement of the
remarketed senior notes will occur on February 17, 2009 and the interest rate on
the senior notes will be reset on such remarketing settlement date.</p>
<b>
<p align="justify">What happens if the senior notes are not successfully
remarketed?</p>
</b>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a successful optional
remarketing or a special event redemption, if (1) despite using its reasonable
efforts, the remarketing agent cannot remarket the senior notes in a final
remarketing on or prior to February 11, 2009 (the third business day immediately
preceding the purchase contract settlement date) at a price equal to or greater
than 100% of the aggregate principal amount of the senior notes remarketed, or
(2) the final remarketing has not occurred because a condition precedent to the
remarketing has not been fulfilled, in each case resulting in a failed final
remarketing, holders of all senior notes will have the right to put their senior
notes to us for an amount equal to the principal amount of their senior notes,
plus accrued and unpaid interest, on the purchase contract settlement date. A
holder of Corporate Units will be deemed to have automatically exercised this
put right with respect to the senior notes underlying such Corporate Units
unless, prior to 5:00 p.m., New York City time, on the second business day
immediately prior to the purchase contract settlement date, the holder provides
written notice of an intention to settle the related purchase contracts with
separate cash and on or prior to the business day immediately preceding the
purchase contract settlement date delivers to the collateral agent $50 in cash
per purchase contract. This settlement with separate cash may only be effected
in integral multiples of 20 Corporate Units. Unless a holder of Corporate Units
has settled the related purchase contracts with separate cash on or prior to the
purchase contract settlement date, the holder will be deemed to have elected to
apply a portion of the proceeds of the put price equal to the principal amount
of the senior notes against such holder's obligations to us under the related
purchase contracts, thereby satisfying such obligations in full, and we will
deliver to the holder our common stock pursuant to the related purchase
contracts.</p>
<b>
<p align="justify">Do I have to participate in a remarketing?</p>
</b>
<p align="justify">You may elect not to participate in any remarketing and to
retain the senior notes underlying the undivided beneficial ownership interests
in senior notes comprising part of your Corporate Units by (1) creating Treasury
Units at any time on or prior to the second business day immediately prior to
the first day of the final remarketing period (or, if we elect an optional
remarketing, the optional remarketing period), (2) settling the related purchase
contracts early at any time on or prior to the second business day immediately
prior to the first day of the final remarketing period (or, if we elect on
optional remarketing, the optional remarketing period), or (3) in the case of a
final remarketing, notifying the purchase contract agent of your intention to
pay cash to satisfy your obligation under the related purchase contracts on or
prior to the second business day immediately prior to the first day of the final
remarketing period, and delivering the cash payment required under the purchase
contracts to the collateral agent on or prior to the business day immediately
prior to the first day of the final remarketing period. You can only elect to
satisfy your obligation in cash in increments of 20 Corporate Units. See
&quot;Description of the Purchase Contracts - Notice to Settle with Cash.&quot;</p>
<b>
<p align="justify">If I am holding a senior note as a separate security from the
Corporate Units, can I still participate in a remarketing of the senior notes?</p>
</b>
<p align="justify">If you hold senior notes separately you may elect, in the
manner described in this prospectus, to have your senior notes remarketed by the
remarketing agent along with the senior notes underlying the Corporate Units.
See &quot;Description of the Senior Notes - Remarketing of Senior Notes that are not
Included in Corporate Units at the Option of the Holder.&quot; You may also
participate in any remarketing by recreating Corporate Units from your Treasury
Units at any time on or prior to the second business day immediately prior to
the first day of the final remarketing period (or, if we elect an optional
remarketing, the applicable optional remarketing period).</p>
<b>
<p align="justify">How can I satisfy my obligation under the purchase contracts?</p>
</b>
<p align="justify">You may satisfy your obligations under the purchase contracts
as follows:</p>
<ul>
  <li>in the case of the Corporate Units, through the automatic application of
  the portion of the proceeds of the final remarketing of the senior notes equal
  to the principal amount of the senior notes underlying the Corporate Units, as
  described under &quot;What is a final remarketing?&quot; above;
  </li>
  <li>through the automatic application of the proceeds of the Treasury
  securities, in the case of Treasury Units, or the proceeds from the Treasury
  portfolio equal to the principal amount of the senior notes in the case of
  Corporate Units if the Treasury portfolio has replaced the senior notes as a
  component of the Corporate Units;
  </li>
  <li>through early cash settlement as described under &quot;Can I settle the
  purchase contract early?&quot; above;
  </li>
  <li>in the case of Corporate Units, through cash settlement as described under
  &quot;Do I have to participate in a remarketing?&quot; above; or
  </li>
  <li>in the case of Corporate Units, if the senior notes are not successfully
  remarketed, through exercise of the put right or the delivery of separate cash
  as described under &quot;What happens if the senior notes are not successfully
  remarketed?&quot; above.
  </li>
</ul>
<p align="justify">In addition, the purchase contract and pledge agreement that
governs the Corporate Units and the Treasury Units provides that your
obligations under the purchase contracts will be terminated without any further
action upon the termination of the purchase contracts as a result of our
bankruptcy, insolvency or reorganization.</p>
<p align="justify">If you settle a purchase contract early (other than as a
result of a cash merger early settlement), or if your purchase contract is
terminated as a result of our bankruptcy, insolvency or reorganization, you will
have no right to receive any accrued but unpaid contract adjustment payments.</p>
<b>
<p align="justify">What interest payments will I receive on the senior notes or
on the undivided beneficial ownership interests in senior notes?</p>
</b>
<p align="justify">The senior notes will bear interest initially at the rate of
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per year from the original issuance date to but excluding the purchase
contract settlement date or, if earlier, a remarketing settlement date,
initially payable quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year, commencing &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 17, 2006, until the purchase
contract settlement date or, if earlier, a remarketing settlement date. On and
after the purchase contract settlement date, or, if earlier, a remarketing
settlement date, interest on each senior note will be payable semi-annually in
arrears on February 17 and August 17 of each year, commencing August 17, 2009,
at the reset interest rate or, if the interest rate has not been reset, at the
rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per year. Interest will be payable to the person in whose name
the senior note is registered at the close of business on the first day of the
month in which the interest payment date falls.</p>
<b>
<p align="justify">When will the interest rate on the senior notes be reset and
what is the reset rate?</p>
</b>
<p align="justify">Unless a special event redemption has occurred, the interest
rate on the senior notes will be reset in connection with a successful
remarketing as described above under &quot;What is an optional remarketing?&quot; and
&quot;What is a final remarketing?&quot;, respectively. The reset rate will be the
interest rate determined by the remarketing agent as the rate the senior notes
should bear in order for the aggregate principal amount of senior notes
remarketed to have an aggregate market value on the remarketing date of at least
100% of the treasury portfolio purchase price, in the case of an optional
remarketing (and including accrued and unpaid interest, in the case of an
optional remarketing occurring between December 1, 2008 and December 11, 2008
(assuming no reset of the interest rate) to the remarketing settlement date), or
the aggregate principal amount of such senior notes, in the case of a final
remarketing. In either case, the reset rate may be higher or lower than the
initial interest rate of the senior notes depending on the results of the
remarketing and market conditions at that time. The interest rate on the senior
notes will not be reset if there is not a successful remarketing and the senior
notes will continue to bear interest at the initial interest rate. The reset
rate may not exceed the maximum rate, if any, permitted by applicable law.</p>
<b>
<p align="justify">Can the maturity date of the senior notes change?</p>
</b>
<p align="justify">In connection with any successful remarketing, we may elect
to extend the maturity date of the senior notes to any semi-annual interest
payment date that is on or prior to February 17, 2019.</p>
<b>
<p align="justify">When may the senior notes be redeemed?</p>
</b>
<p align="justify">The senior notes are redeemable at our option, in whole but
not in part, upon the occurrence and continuation of a tax event or an
accounting event at any time prior to the earlier of the date of a successful
remarketing and the purchase contract settlement date, as described in this
prospectus under &quot;Description of the Senior Notes - Optional Redemption -
Special Event.&quot; Following any such redemption of the senior notes, which we
refer to as a special event redemption, the redemption price for the senior
notes that are a component of the Corporate Units will be paid to the collateral
agent who will use a portion of the redemption price to purchase the Treasury
portfolio described below and remit any remaining proceeds to the holders.
Thereafter, the applicable ownership interests in the Treasury portfolio will
replace the senior notes as a component of the Corporate Units and will be
pledged to us through the collateral agent. Holders of senior notes that are not
a component of the Corporate Units will receive directly the redemption price
paid in such special event redemption.</p>
<p align="justify">In addition, in connection with any successful remarketing,
we may elect, in the event we elect to extend the maturity date of the senior
notes as described above under &quot;Can the maturity date of the senior notes
change?&quot;, to add further redemption dates of the senior notes whereby we may, at
our option, redeem the senior notes at a price equal to 100% of the principal
amount of senior notes to be redeemed plus accrued and unpaid interest to the
redemption date. Any such redemption date will not be earlier than
February&nbsp;17,&nbsp;2011.</p>
<b>
<p align="justify">What is the Treasury portfolio?</p>
</b>
<p align="justify">Upon a successful optional remarketing or if a special event
redemption as described under &quot;Description of the Senior Notes - Optional
Redemption - Special Event&quot; occurs prior to the earlier of the date of a
successful remarketing and the purchase contract settlement date, the senior
notes will be replaced by the Treasury portfolio. The Treasury portfolio is a
portfolio of U.S. Treasury securities consisting of:</p>
<ul>
  <li>U.S. Treasury securities (or principal or interest strips thereof) that
  mature on February 15, 2009 in an aggregate amount equal to the principal
  amount of the senior notes included in Corporate Units, and
  </li>
  <li>U.S. Treasury securities (or principal or interest strips thereof) that
  mature on or prior to the business day immediately preceding each scheduled
  interest payment after the date of the special event redemption or the
  successful optional remarketing, as the case may be, and on or prior to the
  purchase contract settlement date, in an aggregate amount at maturity equal to
  the aggregate interest payment (assuming no reset of the interest rate) that
  would have been due on such interest payment date on the principal amount of
  the senior notes included in the Corporate Units.
  </li>
</ul>
<b>
<p align="justify">What is the ranking of the senior notes?</p>
</b>
<p align="justify">The senior notes will be our direct, unsecured general
obligations and will rank equally with all of our other unsecured and
unsubordinated debt. After giving effect to the issuance and sale of the senior
notes and the application of the net proceeds therefrom, as of September 30,
2005, we would have had approximately $ billion of outstanding debt that would
have ranked equally with the senior notes. The senior notes will not be
obligations of or guaranteed by any of our subsidiaries. As a result, the senior
notes will be structurally subordinated to all debt and other liabilities of our
subsidiaries, which means that creditors and preferred stockholders of our
subsidiaries will be paid from their assets before holders of the senior notes
would have any claims to those assets. The indenture under which the senior
notes will be issued will not limit our ability, or the ability of our
subsidiaries, to issue or incur other debt or liabilities (secured or unsecured)
or issue preferred stock. As a holding company, we depend on the ability of our
subsidiaries to transfer funds to us to meet our obligations, including our
obligations to pay interest on the senior notes. See &quot;Risk Factors - Risk
Factors Relating to the Equity Units - We are a holding company and, therefore,
the senior notes and the contract adjustment payments will be effectively
subordinated to the debt of our subsidiaries&quot; and &quot;Description of the Senior
Notes - Ranking.&quot;</p>
<b>
<p align="justify">What are the principal United States federal income tax
consequences related to Equity Units and senior notes?</p>
</b>
<p align="justify">Although the Internal Revenue Service (the &quot;IRS&quot;) has issued
a Revenue Ruling addressing the treatment of units similar to the Equity Units,
no statutory, judicial or administrative authority directly addresses the
treatment of the Equity Units or instruments substantially identical to the
Equity Units for U.S. federal income tax purposes. No assurance can be given
that the conclusions in the Revenue Ruling would apply to the Equity Units.</p>
<p align="justify">An owner of Equity Units will be treated as owning an
undivided beneficial interest in the purchase contract and the senior notes, the
applicable ownership interests in the Treasury portfolio or Treasury securities
constituting the Equity Unit, and by purchasing the Equity Units you will be
deemed to have agreed to treat the purchase contracts and senior notes, the
applicable ownership interests in the Treasury portfolio or Treasury securities
in that manner for all tax purposes. In addition, you will be deemed to have
agreed to allocate all of the purchase price paid for Equity Units to your
undivided interest in senior notes, which will establish your initial tax basis
in your interest in each purchase contract as $&nbsp;&nbsp;&nbsp;&nbsp; and your initial tax basis
in your undivided interest in senior notes as $&nbsp;&nbsp;&nbsp;&nbsp;. Because of the manner in
which the interest rate on the senior notes is reset we believe that the senior
notes should be classified as contingent payment debt instruments subject to the
&quot;noncontingent bond method&quot; for accruing original issue discount, as set forth
in the applicable Treasury Regulations. The effects of such method will be (1)
to require you, regardless of your usual method of tax accounting, to use an
accrual method with respect to the senior notes, to (2) to require you to accrue
interest income in excess of interest payments actually received for all accrual
periods beginning before the earlier of the reset effective date and February
17, 2009 and (3) generally to result in ordinary rather than capital treatment
of any gain or loss on the sale, exchange, or other disposition of the senior
notes. </p>
<p align="justify">If the Treasury portfolio has replaced the senior notes as a
component of the Corporate Units as a result of a successful optional
remarketing or a special event redemption, a beneficial owner of Corporate Units
will generally be required to include in gross income its allocable share of
original issue discount on the applicable ownership interests in the Treasury
portfolio as it accrues on a constant yield to maturity basis, or acquisition
discount on the applicable ownership interests in the Treasury portfolio, or, in
the case of a special event redemption, any interest payments made with respect
to the applicable ownership interests in the Treasury portfolio. We intend to
report contract adjustment payments as income to you, but you may want to
consult your tax advisor concerning possible alternative characterizations. For
additional information, see &quot;Certain United States Federal Income Tax
Consequences.&quot;</p>
<b>
<p align="justify">The Offering - Explanatory Diagrams</p>
</b>
<p align="justify">The following diagrams illustrate some of the key features of
the purchase contracts, undivided beneficial ownership interests in senior
notes, Corporate Units and Treasury Units as well as the transformation of
Corporate Units into Treasury Units and senior notes.</p>
<p align="justify">The following diagrams assume that the senior notes are
successfully remarketed in a final remarketing, there has not been a special
event redemption and the interest rate on the senior notes is reset on the reset
effective date.</p>
<b>
<p align="justify">Purchase Contract</p>
</b>
<p align="justify">Corporate Units and Treasury Units both include a purchase
contract under which the holder agrees to purchase shares of our common stock on
the purchase contract settlement date. In addition, these purchase contracts
include unsecured, subordinated contract adjustment payments as shown in the
diagrams on the following pages.</p>
<font size="2">
<p align="center">&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<P>
<IMG SRC="slide1.jpg" WIDTH="800"></P>
<P>
&nbsp;</P>
<p>Notes:</p>
<dir>
  <p>(1) The reference price equals the last reported sale price of our common
  stock on the New York Stock Exchange on December &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2005.</p>
  <p>(2) The &quot;threshold appreciation price&quot; represents a &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% appreciation
  over the reference price.</p>
  <p>(3) The &quot;applicable market value&quot; means the average of the closing price
  per share of our common stock on each of the twenty consecutive trading days
  ending on the third trading day immediately preceding the purchase contract
  settlement date.</p>
  <b>
</dir>
</b></font><b>
<p>Corporate Units</p>
</b>
<p>A Corporate Unit consists of two components as described below:</p>
<p align="center">&nbsp;</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="0" width="489" border="0">
    <tr>
      <td style="border-bottom: 1px solid" vAlign="top" width="45%">
      <p align="center">Purchase Contract</td>
      <td vAlign="top" width="11%">&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="top" width="44%">
      <p align="center">Ownership Interest<br>
      in a Senior Note</td>
    </tr>
    <tr>
      <td style="border: 1px solid" vAlign="top" width="45%">
      <p align="center">(Owed to Holder)<br>
      Common Stock<br>
      +<br>
      Contract Adjustment Payment<br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per annum<br>
      paid quarterly</td>
      <td style="border-left: 1px solid; border-right: 1px solid" vAlign="top" width="11%">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="top" width="44%">
      <p align="center">(Owed to Holder)<br>
      Interest<br>
      <br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per annum<br>
      paid quarterly<sup>(1)<br>
      </sup><br>
      (at reset rate from<br>
      February 17, 2009<br>
      paid semi-annually)</td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="45%">
      &nbsp;</td>
      <td vAlign="top" width="11%">&nbsp;</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="44%">
      &nbsp;</td>
    </tr>
    <tr>
      <td style="border: 1px solid" vAlign="top" width="45%">
      <p align="center">(Owed to Us)<br>
      <br>
      $50 at Settlement<br>
      (February 17, 2009)</td>
      <td style="border-left: 1px solid; border-right: 1px solid" vAlign="top" width="11%">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="top" width="44%">
      <p align="center">(Owed to Holder)<br>
      <br>
      $50 at Maturity<sup>(2)</sup><br>
      (February 17, 2011)<sup>(3)</sup></td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<p>Notes:</p>
<dir>
  <p>(1) Each owner of an undivided beneficial ownership interest in senior
  notes will be entitled to 1/20, or 5%, of each interest payment paid in
  respect of a $1,000 principal amount senior note.</p>
  <p>(2) Senior notes will be issued in minimum denominations of $1,000, except
  in limited circumstances. Each undivided beneficial ownership interest in
  senior notes represents a 1/20, or 5%, undivided beneficial ownership interest
  in a $1,000 principal amount senior note.</p>
  <p>(3) Unless the maturity date is extended as described under &quot;Description of
  the Senior Notes - Interest Rate Reset and Extended Maturity Date.&quot; </p>
</dir>
<blockquote>
  <ul>
    <li>The holder of a Corporate Unit owns the undivided beneficial ownership
    interest in senior notes that forms a part of the Corporate Unit but will
    pledge it to us through the collateral agent to secure its obligation under
    the related purchase contract. </li>
    <li>If the Treasury portfolio has replaced the senior notes as a result of a
    successful optional remarketing or a special event redemption prior to the
    purchase contract settlement date, the applicable ownership interests in the
    Treasury portfolio will replace the senior notes as a component of the
    Corporate Unit. Unless the purchase contract is terminated as a result of
    our bankruptcy, insolvency or reorganization or the holder creates a
    Treasury Unit, the proceeds from the applicable ownership interest in the
    Treasury portfolio will be used to satisfy the holder's obligation under the
    related purchase contract. </li>
  </ul>
</blockquote>
<b>
<p>Treasury Units</p>
</b>
<p>A Treasury Unit consists of two components as described below: </p>
<p align="center">&nbsp;</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="7" width="489" border="0">
    <tr>
      <td vAlign="top" width="45%">
      <p align="center">Purchase Contract</td>
      <td vAlign="top" width="11%">&nbsp;</td>
      <td vAlign="top" width="44%">
      <p align="center">Treasury Security<sup>(1)</sup></td>
    </tr>
    <tr>
      <td vAlign="top" width="45%">
      <div style="border: 1px solid; padding-left: 4px; padding-right: 4px; padding-top: 1px; padding-bottom: 1px">
        <p align="center">(Owed to Holder)<br>
        Common Stock<br>
        +<br>
        Contract Adjustment Payment<br>
        &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per annum<br>
        paid quarterly</div>
      </td>
      <td vAlign="top" width="11%">&nbsp;</td>
      <td vAlign="top" width="44%">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-bottom: 1px solid" vAlign="top" width="45%">&nbsp;</td>
      <td vAlign="top" width="11%">&nbsp;</td>
      <td vAlign="top" width="44%">&nbsp;</td>
    </tr>
    <tr>
      <td style="border: 1px solid" vAlign="top" width="45%">
      <p align="center">(Owed to Us)<br>
      <br>
      $50 at Settlement<br>
      (February 17, 2009)</td>
      <td style="border-left: 1px solid" vAlign="top" width="11%">&nbsp;</td>
      <td vAlign="top" width="44%">
      <div style="border: 1px solid; padding-left: 4px; padding-right: 4px; padding-top: 1px; padding-bottom: 1px">
        <p align="center">(Owed to Holder)<br>
        <br>
        $50 at Maturity<br>
        (February 15, 2009)</div>
      </td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<p>Notes:</p>
<dir>
  <p>(1) The holder of a Treasury Unit owns the ownership interest in the
  Treasury security that forms a part of the Treasury Unit but will pledge it to
  us through the collateral agent to secure its obligation under the related
  purchase contract. Unless the purchase contract is terminated as a result of
  our bankruptcy, insolvency or reorganization or the holder recreates a
  Corporate Unit, the proceeds from the Treasury security will be used to
  satisfy the holder's obligation under the related purchase contract.</p>
  <b>
</dir>
<p>The Senior Notes</p>
</b>
<p>Senior notes have the terms described below<sup>(1)</sup>:</p>
<p align="center">&nbsp;</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="7" width="218" border="0">
    <tr>
      <td style="border-bottom: 1px solid" vAlign="top">
      <p align="center">Senior Note</td>
    </tr>
    <tr>
      <td style="border: 1px solid" vAlign="top">
      <p align="center">(Owed to Holder)<br>
      Interest<br>
      <br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per annum<br>
      paid quarterly<br>
      <br>
      (at reset rate from<br>
      February 17, 2009<br>
      paid semi-annually)</td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top">&nbsp;</td>
    </tr>
    <tr>
      <td style="border: 1px solid" vAlign="top">
      <p align="center">(Owed to Holder)<br>
      <br>
      $1,000 at Maturity<br>
      (February 17, 2011)<sup>(2)</sup></td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<p>Notes:</p>
<dir>
  <font size="3">
  <p>(1) Unless the Treasury portfolio has replaced the senior notes as a
  component of the Corporate Units, Treasury Units may only be created with
  integral multiples of 20 Corporate Units. As a result, the creation of 20
  Treasury Units will release $1,000 principal amount of the senior notes held
  by the collateral agent.</p>
  <p>(2) Unless the maturity date is extended as described under &quot;Description of
  the Senior Notes - Interest Rate Reset and Extended Maturity Date.&quot;</p>
</dir>
</font><b>
<p>Transforming Corporate Units into Treasury Units and Senior Notes</p>
<ul>
  </b>
  <li>Because the senior notes and the Treasury securities are issued in minimum
  denominations of $1,000, holders of Corporate Units may only create Treasury
  Units in integral multiples of 20 Corporate Units. </li>
  <li>To create 20 Treasury Units, a holder separates 20 Corporate Units into
  their two components - 20 purchase contracts and a senior note - and then
  combines the purchase contracts with a Treasury security that matures on the
  day immediately preceding the purchase contract settlement date. </li>
  <li>The senior note, which is no longer a component of Corporate Units and has
  a principal amount of $1,000, is released to the holder and is tradable as a
  separate security. </li>
  <li>A holder owns the Treasury security that forms a part of the Treasury
  Units but will pledge it to us through the collateral agent to secure its
  obligation under the related purchase contract. </li>
    <li>The Treasury security together with the 20 purchase contracts constitute
    20 Treasury Units.</li>
</ul>
<p align="center">&nbsp;</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="7" width="638" border="0">
    <tr>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="17%">
      <p align="center">&nbsp;</p>
      <b>
      <p align="center">&nbsp;</p>
      <p align="center">&nbsp;</p>
      <p align="center">&nbsp;</p>
      <p align="center">Purchase Contract</b></td>
      <td vAlign="bottom" width="3%">&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="16%"><b>
      <p align="center">1/20 Ownership Interest in Senior Note
      <font face="Times New Roman Bold"><sup>(1) (2)</sup></font></b></td>
      <td vAlign="bottom" width="6%">&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="19%"><b>
      <p align="center">Purchase Contract</b></td>
      <td vAlign="bottom" width="4%">&nbsp;</td>
      <td style="border-bottom: medium none" vAlign="bottom" width="15%"><b>
      <p align="center">1/20 Ownership Interest in Treasury Security</b></td>
      <td vAlign="bottom" width="6%">&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="14%"><b>
      <p align="center">1/20 Ownership Interest in Senior Note
      <font face="Times New Roman Bold"><sup>(1) (2)</sup></font></b></td>
    </tr>
    <tr>
      <td style="border: 1px solid" vAlign="center" width="17%">
      <p align="center">(Owed to Holder)<br>
      Common Stock<br>
      +</p>
      <p align="center">Contract Adjustment Payments<br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per annum paid quarterly</p>
      </td>
      <td style="border-left: 1px solid; border-right: 1px solid" vAlign="center" width="3%">
      <p align="center">+</td>
      <td style="border: 1px solid" vAlign="center" width="16%">
      <p align="center">(Owed to Holder)<br>
      Interest<br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per annum paid quarterly<br>
      (at reset rate from February 17, 2009 and paid
      semi-annually)</p>
      </td>
      <td style="border-left: 1px solid; border-right: 1px solid" vAlign="center" width="6%">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="center" width="19%">
      <p align="center">(Owed to Holder)<br>
      Common Stock<br>
      +<br>
      Contract Adjustment Payments<br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per annum paid quarterly</p>
      </td>
      <td style="border-left: 1px solid; border-right: medium none" vAlign="center" width="4%">
      <p align="center">+</td>
      <td style="border: medium none" vAlign="center" width="15%">&nbsp;</td>
      <td style="border-left: medium none; border-right: 1px solid" vAlign="center" width="6%">
      <p align="center">+</td>
      <td style="border: 1px solid" vAlign="center" width="14%">
      <p align="center">(Owed to Holder)<br>
      Interest<br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per annum paid quarterly<br>
      (at reset rate from February 17, 2009 and paid
      semi-annually)</p>
      </td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="center" width="17%">
      &nbsp;</td>
      <td vAlign="center" width="3%">&nbsp;</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="center" width="16%">
      &nbsp;</td>
      <td vAlign="center" width="6%">&nbsp;</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="center" width="19%">
      &nbsp;</td>
      <td vAlign="center" width="4%">&nbsp;</td>
      <td style="border-top: medium none; border-bottom: 1px solid" vAlign="center" width="15%">
      &nbsp;</td>
      <td style="border-right: 1px solid" vAlign="center" width="6%">&nbsp;</td>
      <td style="border-left: 1px solid; border-top: 1px solid; border-bottom: 1px solid" vAlign="center" width="14%">
      &nbsp;</td>
    </tr>
    <tr>
      <td style="border: 1px solid" vAlign="center" width="17%">
      <p align="center">(Owed to us)<br>
      $50 at Settlement<br>
      February 17, 2009</p>
      </td>
      <td style="border-left: 1px solid; border-right: 1px solid" vAlign="center" width="3%">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="center" width="16%">
      <p align="center">(Owed to Holder)<br>
      $50 at Maturity<br>
      (February 17, 2011, unless extended)</p>
      </td>
      <td style="border-left: 1px solid; border-right: 1px solid" vAlign="center" width="6%">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="center" width="19%">
      <p align="center">(Owed to us)<br>
      $50 at Settlement<br>
      February 17, 2009</p>
      </td>
      <td style="border-left: 1px solid; border-right: 1px solid" vAlign="center" width="4%">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="center" width="15%">
      <p align="center">(Owed to Holder)<br>
      $50 at Maturity<br>
      February 15, 2009</p>
      </td>
      <td style="border-left: 1px solid; border-right: 1px solid" vAlign="center" width="6%">
      &nbsp;</td>
      <td style="border: 1px solid" vAlign="center" width="14%">
      <p align="center">(Owed to Holder)<br>
      $50 at Maturity<br>
      (February 17, 2011, unless extended)</p>
      </td>
    </tr>
    <tr>
      <td style="border-top: 1px solid" vAlign="top" width="17%" height="69">&nbsp;</td>
      <td vAlign="top" width="3%" height="69">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" width="16%" height="69">&nbsp;</td>
      <td vAlign="top" width="6%" height="69">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" width="19%" height="69">&nbsp;</td>
      <td vAlign="top" width="4%" height="69">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" width="15%" height="69">&nbsp;</td>
      <td vAlign="top" width="6%" height="69">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" width="14%" height="69">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="37%" colSpan="3" height="24">
      <p align="center">Corporate Unit</td>
      <td vAlign="top" width="6%" height="24">&nbsp;</td>
      <td vAlign="top" width="38%" colSpan="3" height="24">
      <p align="center">Treasury Unit</td>
      <td vAlign="top" width="6%" height="24">&nbsp;</td>
      <td vAlign="top" width="14%" height="24">&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<ul>
  <li>Following a special event redemption, the applicable ownership interests
  in the Treasury portfolio, rather than the senior note, will be released to
  the holder upon the transformation of a Corporate Unit into a Treasury Unit
  and will be tradable separately. </li>
  <li>Following a successful optional remarketing, you may not create Treasury
  Units or recreate Corporate Units. </li>
  <li>Unless there has been a successful optional remarketing, the holder can
  also transform 20 Treasury Units and a $1,000 principal senior note (or,
  following a special event redemption, the applicable ownership interest in the
  Treasury portfolio) into 20 Corporate Units. Following that transformation,
  the Treasury security, which will no longer be a component of the Treasury
  Unit, will be released to the holder and will be tradable as a separate
  security. </li>
  <li>If the applicable ownership interest in the Treasury portfolio has
  replaced the senior notes underlying the Corporate Units as a result of a
  special event redemption, the transformation of Corporate Units into Treasury
  Units and the transformation of Treasury Units into Corporate Units can only
  be made in certain minimum amounts, as more fully described in this
  prospectus. </li>
</ul>
<p>Notes:</p>
<dir>
  <p>(1) Each holder will own a 1/20, or 5%, undivided beneficial ownership
  interest in, and will be entitled to a corresponding portion of each interest
  payment payable in respect of, a $1,000 principal amount senior note.</p>
  <p>(2) Senior notes will be issued in minimum denominations of $1,000 and
  integral multiples thereof, except in limited circumstances.</p>
</dir>
<b>
<p>Illustrative Remarketing Timeline</p>
</b>
<p align="justify">The following timeline is for illustrative purposes only and
is not definitive. The dates in this timeline are based on the time periods set
forth in the purchase contract and pledge agreement and the remarketing
agreement. These dates are subject to change based on changes in the number of
business and/or trading days for the relevant periods.</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="7" width="618" border="0">
    <tr>
      <td style="border-bottom: 1px solid" vAlign="top" width="29%"><b>Date</b></td>
      <td style="border-bottom: 1px solid" vAlign="top" width="71%"><b>Event</b></td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      No later than October 19, 2008 <br>
      (15 days prior to the first day of the first optional remarketing
      period)</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      We will issue a press release and request that the depositary notify its
      participants holding Corporate Units, Treasury Units and separate senior
      notes as to whether we elect to conduct an optional remarketing between
      November 3, 2008 and November 13, 2008. If we elect to conduct an optional
      remarketing, we will give notice to holders of Corporate Units, Treasury
      Units and separate senior notes as to the date or dates and procedures to
      be followed in the optional remarketing.</td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      October 30, 2008 <br>
      (2 business days prior to the first day of the first optional
      remarketing period)</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      If we elect to conduct an optional remarketing between November 3, 2008
      and November 13, 2008, October 30, 2008 will be the:<ul>
        <li>last day prior to the optional remarketing to create Treasury Units
        from Corporate Units and recreate Corporate Units from Treasury Units
        (holders may once again be able to create and recreate units after
        November 17, 2008 if such optional remarketing fails for any reason).
        </li>
        <li>last day prior to the optional remarketing for holders of Corporate
        Units to settle the related purchase contracts early (holders may once
        again be able to early settle after November 17, 2008). </li>
        <li>last day for holders of separate senior notes to give notice of
        their election to participate in the optional remarketing. </li>
      </ul>
      </td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      November 3, 2008 to November 13, 2008</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      Optional remarketing period:<ul>
        <li>if a failed optional remarketing occurs, we will issue a press
        release. </li>
        <li>if a successful optional remarketing occurs, the remarketing agent
        will purchase the Treasury portfolio.</li>
      </ul>
      </td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      November 17, 2008</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      Remarketing settlement date for the senior notes successfully remarketed
      during the first optional remarketing period irrespective of the optional
      remarketing date.</td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      No later than November 16, 2008 <br>
      (15 days prior to the first day of the second optional remarketing
      period)</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      We will issue a press release and request that the depositary notify its
      participants holding Corporate Units, Treasury Units and separate senior
      notes as to whether we elect to conduct an optional remarketing between
      December 1, 2008 and December&nbsp;11, 2008. If we elect to conduct an optional
      remarketing, we will give notice to holders of Corporate Units, Treasury
      Units and separate senior notes as to the date or dates and procedures to
      be followed in the optional remarketing.</td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      November 26, 2008 <br>
      (2 business days prior to the first day of the second optional
      remarketing period)</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      If we elect to conduct an optional remarketing between December 1, 2008
      and December 11, 2008, November 26, 2008 will be the:<ul>
        <li>last day prior to the optional remarketing to create Treasury Units
        from Corporate Units and recreate Corporate Units from Treasury Units
        (holders may once again be able to create and recreate units after
        December 16, 2008 if such optional remarketing fails for any reason).
        </li>
        <li>last day prior to the optional remarketing for holders of Corporate
        Units to settle the related purchase contracts early (holders may once
        again be able to early settle after December 16, 2008). </li>
        <li>last day for holders of separate senior notes to give notice of
        their election to participate in the optional remarketing. </li>
      </ul>
      </td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      December 1, 2008 to December 11, 2008</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      Optional remarketing period:<ul>
        <li>if a failed optional remarketing occurs, we will issue a press
        release. </li>
        <li>if a successful optional remarketing occurs, the remarketing agent
        will purchase the Treasury portfolio.</li>
      </ul>
      </td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      Three business days after optional remarketing date during the second
      optional remarketing period</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      Remarketing settlement date for the senior notes successfully remarketed
      during the second optional remarketing period.</td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      No later than January 15, 2009<br>
      (15 days prior to the first day of the
      final remarketing period)</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      Unless there was a successful optional remarketing, we will issue a press
      release and request that the depositary to notify its participants holding
      Corporate Units, Treasury Units and separate senior notes as to the date
      or dates and procedures to be followed in the final remarketing.</td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      January 29, 2009<br>
      (2 business days prior to the first day of the final remarketing period)</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      <ul>
        <li>Last day to create Treasury Units from Corporate Units and recreate
        Corporate Units from Treasury Units. </li>
        <li>Last day for holders of separate senior notes to give notice of
        their election to participate in the final remarketing. </li>
        <li>Last day for holders of Corporate Units to give notice of desire to
        settle the related purchase contracts with separate cash. </li>
        <li>Last day for holders of Corporate Units or Treasury Units to settle
        the related purchase contracts early. </li>
      </ul>
      </td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      January 30, 2009 (1 business day prior to the first day of the final
      remarketing period)</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      Last day for holders of Corporate Units who have elected to settle the
      related purchase contracts with separate cash to pay the purchase price.</td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      February 2, 2009 to February 11, 2009 (final remarketing period)</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      We will attempt a final remarketing at the dates selected by us if we have
      not elected to conduct an optional remarketing on an optional remarketing
      date or each optional remarketing conducted fails for any reason. </td>
    </tr>
    <tr>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="29%">
      February 17, 2009</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="top" width="71%">
      Purchase contract settlement date and remarketing settlement date in
      connection with a successful final remarketing of the senior notes
      irrespective of final remarketing date.</td>
    </tr>
  </table>
  </center>
</div>
<b>
<p>&nbsp;</p>
<font face="Times New Roman Bold">
<p align="center">Selected Consolidated Financial Information</p>
</font></b>
<p align="justify">The selected consolidated financial information set forth
below has been derived from (1) our consolidated financial statements for the
three-year period ended December 31, 2004, which have been audited by Deloitte &amp;
Touche LLP, our independent registered public accountants, and incorporated by
reference in this prospectus from our Annual Report on Form 10-K for the fiscal
year ended December 31, 2004, and (2) our unaudited consolidated financial
statements as of September 30, 2005 and for the nine months ended September 30,
2005, incorporated by reference in this prospectus from our Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2005. This information is
qualified in its entirety by, and should be read in conjunction with, our
consolidated financial statements, including the notes thereto, and
&quot;Management's Financial Discussion and Analysis&quot; for Entergy Corporation and
Subsidiaries and the other information incorporated by reference in this
prospectus. See &quot;Where You Can Find More Information&quot; in this prospectus.</p>
<font face="Times New Roman Bold"><b>
<p align="justify">&nbsp;</p>
</b></font><font size="2">
</font>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="0" width="668" border="0">
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff">&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="50%" bgColor="#ffffff" colSpan="4">
      <p align="center"><font size="3"><b>For the Twelve Months
      Ended</b></font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff">&nbsp;</td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="19%" bgColor="#ffffff">
      <p align="center"><b>September 30,</b></td>
      <td vAlign="bottom" width="51%" bgColor="#ffffff" colSpan="5">
      <p align="center"><b>December 31,</b></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">&nbsp;</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3"><u><b>
      <p align="center">2005&nbsp;</b></u></font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3"><u><b>
      <p align="center">2004</b></u></font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3"><u><b>
      <p align="center">2003</b></u></font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3"><u><b>
      <p align="center">2002</b></u></font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">&nbsp;</font></td>
      <td vAlign="bottom" width="71%" bgColor="#ffffff" colSpan="6">
      <font size="3"><b>
      <p align="center">&nbsp;(Dollars in Thousands)</b></font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3"><b>
      &nbsp;Income Statement Data (1):</b></font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3"><b>&nbsp; </b>
      Operating Revenues:</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3"><b>
      <p align="center">&nbsp;</b></font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">&nbsp;&nbsp;&nbsp;
      Domestic electric</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">$ 8,126,874</font></td>
      <td vAlign="bottom" align="middle" width="15%" bgColor="#ffffff">
      <font size="3">$7,932,577</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">$7,397,175</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">$6,646,414</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">&nbsp; Natural
      gas</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp;&nbsp; 104,637</font></td>
      <td vAlign="bottom" align="middle" width="15%" bgColor="#ffffff">
      <font size="3">&nbsp;&nbsp;&nbsp;&nbsp; 208,499</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp; 186,176</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp;&nbsp; 125,353</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">&nbsp;
      Competitive businesses</font></td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="19%" bgColor="#ffffff">
      <font size="3">
      <p align="center">&nbsp; 2,141,592</font></td>
      <td style="border-bottom: 1px solid" vAlign="bottom" align="middle" width="15%" bgColor="#ffffff">
      <font size="3">&nbsp; 1,982,648</font></td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="1%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="15%" bgColor="#ffffff">
      <font size="3">
      <p align="center">&nbsp;1,611,569</font></td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="1%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="19%" bgColor="#ffffff">
      <font size="3">
      <p align="center">&nbsp; 1,533,268</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">Total
      Operating Revenues</font></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="bottom" width="19%" bgColor="#ffffff">
      <font size="3">
      <p align="center">10,373,103</font></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="bottom" align="middle" width="15%" bgColor="#ffffff">
      <font size="3">10,123,724</font></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="bottom" width="1%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp; </font></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="bottom" width="15%" bgColor="#ffffff">
      <font size="3">
      <p align="center">&nbsp;9,194,920</font></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="bottom" width="1%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" vAlign="bottom" width="19%" bgColor="#ffffff">
      <font size="3">
      <p align="center">&nbsp; 8,305,035</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3"><b>&nbsp;</b></font></td>
      <td style="border-top: 1px solid" vAlign="bottom" width="19%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
      <td style="border-top: 1px solid" vAlign="bottom" width="15%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
      <td style="border-top: 1px solid" vAlign="bottom" width="1%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
      <td style="border-top: 1px solid" vAlign="bottom" width="15%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
      <td style="border-top: 1px solid" vAlign="bottom" width="1%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
      <td style="border-top: 1px solid" vAlign="bottom" width="19%" bgColor="#ffffff">
      <font size="3">
      <p align="right">&nbsp;</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">Operating
      Income</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp; 1,673,618</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3"><b>
      <p align="center">&nbsp; </b>1,653,564</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">1,484,555</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff"><font size="3">
      <p align="right">&nbsp;</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3"><b>
      <p align="center">&nbsp; </b>1,141,721</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">Interest
      Expense (net)</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp;&nbsp; 470,541</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp;&nbsp; 479,023</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff">&nbsp;</td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp; 506,326</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff">&nbsp;</td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp;&nbsp; 572,464</font></td>
    </tr>
    <tr>
      <td vAlign="bottom" width="29%" bgColor="#ffffff"><font size="3">Net
      Income</font></td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 988,289</font></td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp;&nbsp; 933,049</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff">&nbsp;</td>
      <td vAlign="bottom" width="15%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp; 950,467</font></td>
      <td vAlign="bottom" width="1%" bgColor="#ffffff">&nbsp;</td>
      <td vAlign="bottom" width="19%" bgColor="#ffffff"><font size="3">
      <p align="center">&nbsp;&nbsp;&nbsp;&nbsp; 623,072</font></td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<font size="3"><u>
<div align="center">
  <center>
  <table id="AutoNumber1" style="border-collapse: collapse" borderColor="#111111" height="575" cellSpacing="0" cellPadding="0" width="78%" border="0">
    <tr>
      <td width="53%" height="20">&nbsp;</td>
      <td style="border-bottom: 1px solid" width="52%" colSpan="4" height="20">
      <p align="center"><b>As of September 30, 2005</b></td>
    </tr>
    <tr>
      <td width="53%" height="20">&nbsp;</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" width="25%" colSpan="2" height="21">
      <p align="center"><b>Actual</b></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="27%" colSpan="2" height="21">
      <b>As Adjusted (2)</b></td>
    </tr>
    <tr>
      <td width="53%" height="20">&nbsp;</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="13%" height="21">
      <b>Amount</b></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="12%" height="21">
      <b>Percent</b></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="12%" height="21">
      <b>Amount</b></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="15%" height="21">
      <b>Percent</b></td>
    </tr>
    <tr>
      <td width="53%" height="19">&nbsp;</td>
      <td width="52%" colSpan="4" height="19">
      <p align="center"><b>(Dollars in Thousands)</b></td>
    </tr>
    <tr>
      <td width="53%" height="17"></td>
      <td width="13%" height="17"></td>
      <td width="12%" height="17"></td>
      <td width="12%" height="17"></td>
      <td width="15%" height="17"></td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3"><b>Balance Sheet Data (1)</b>:</font></td>
      <td width="13%" height="19">&nbsp;</td>
      <td width="12%" height="19">&nbsp;</td>
      <td width="12%" height="19">&nbsp;</td>
      <td width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp; Subsidiary Notes Payable</font></td>
      <td align="right" width="13%" height="19"><font size="3">$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 40,041&nbsp;</font></td>
      <td align="middle" width="12%" height="19">0.2%</td>
      <td align="right" width="12%" height="19">$&nbsp;&nbsp; 40,0401&nbsp;</td>
      <td align="middle" width="15%" height="19">%</td>
    </tr>
    <tr>
      <td width="53%" height="19">&nbsp;&nbsp;&nbsp; <font size="3">Long-Term Debt:</font></td>
      <td align="right" width="13%" height="19">&nbsp;</td>
      <td align="middle" width="12%" height="19">&nbsp;</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subsidiary
      First Mortgage Bonds</font></td>
      <td align="right" width="13%" height="19">4,375,286&nbsp;</td>
      <td align="middle" width="12%" height="19">26.1</td>
      <td align="right" width="12%" height="19">4,375,286&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Governmental
      Bonds secured by</font></td>
      <td align="right" width="13%" height="19">&nbsp;</td>
      <td align="middle" width="12%" height="19">&nbsp;</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subsidiary
      First Mortgage Bonds</font></td>
      <td align="right" width="13%" height="19">188,700&nbsp;</td>
      <td align="middle" width="12%" height="19">1.1</td>
      <td align="right" width="12%" height="19">188,700&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Governmental
      Bonds not secured by</font></td>
      <td align="right" width="13%" height="19">&nbsp;</td>
      <td align="middle" width="12%" height="19">&nbsp;</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subsidiary
      First Mortgage Bonds</font></td>
      <td align="right" width="13%" height="19">827,335&nbsp;</td>
      <td align="middle" width="12%" height="19">4.9</td>
      <td align="right" width="12%" height="19">827,335&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Senior Notes
      of Entergy Corporation</font></td>
      <td align="right" width="13%" height="19">805,000&nbsp;</td>
      <td align="middle" width="12%" height="19">4.8</td>
      <td align="right" width="12%" height="19">805,000&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Senior Notes
      initially due February</font></td>
      <td align="right" width="13%" height="19">&nbsp;</td>
      <td align="middle" width="12%" height="19">&nbsp;</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 17, 2011
      offered by this prospectus</font></td>
      <td align="right" width="13%" height="19">-&nbsp;</td>
      <td align="middle" width="12%" height="19">-</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Five-Year
      Revolving Credit Facility (3)</font></td>
      <td align="right" width="13%" height="19">1,070,000&nbsp;</td>
      <td align="middle" width="12%" height="19">6.4</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="20"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Other
      Long-Term Debt (4)(5)</font></td>
      <td style="border-bottom: 1px solid" align="right" width="13%" height="20">
      1,214,731&nbsp;</td>
      <td style="border-bottom: 1px solid" align="middle" width="12%" height="20">
      7.3</td>
      <td style="border-bottom: 1px solid" align="right" width="12%" height="20">
      1,214,731&nbsp;</td>
      <td style="border-bottom: 1px solid" align="middle" width="15%" height="20">
      &nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp; Total Long-Term Debt</font></td>
      <td style="border-top: 1px solid" align="right" width="13%" height="20">
      8,481,052&nbsp;</td>
      <td style="border-top: 1px solid" align="middle" width="12%" height="20">
      50.6</td>
      <td style="border-top: 1px solid" align="right" width="12%" height="20">&nbsp;</td>
      <td style="border-top: 1px solid" align="middle" width="15%" height="20">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp; Subsidiary Preferred Stock
      (with sinking fund)</font></td>
      <td align="right" width="13%" height="19">13,950&nbsp;</td>
      <td align="middle" width="12%" height="19">0.1</td>
      <td align="right" width="12%" height="19">13,950&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp; Subsidiary Preferred Stock
      (without sinking fund)</font></td>
      <td align="right" width="13%" height="19">346,466&nbsp;</td>
      <td align="middle" width="12%" height="19">2.1</td>
      <td align="right" width="12%" height="19">346,466&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp; Shareholders' Equity:</font></td>
      <td align="right" width="13%" height="19">&nbsp;</td>
      <td align="middle" width="12%" height="19">&nbsp;</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Common Stock
      and Paid-in Capital</font></td>
      <td align="right" width="13%" height="19">4,842,292&nbsp;</td>
      <td align="middle" width="12%" height="19">28.9</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Retained
      Earnings</font></td>
      <td align="right" width="13%" height="19">5,450,218&nbsp;</td>
      <td align="middle" width="12%" height="19">32.6</td>
      <td align="right" width="12%" height="19">5,450,218&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Accumulated
      Other Comprehensive </font></td>
      <td align="right" width="13%" height="19">&nbsp;</td>
      <td align="middle" width="12%" height="19">&nbsp;</td>
      <td align="right" width="12%" height="19">&nbsp;</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="19"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Loss</font></td>
      <td align="right" width="13%" height="19">(265,877)</td>
      <td align="middle" width="12%" height="19">(1.5)</td>
      <td align="right" width="12%" height="19">(265,877)</td>
      <td align="middle" width="15%" height="19">&nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="20"><font size="3">&nbsp;&nbsp;&nbsp; Less - Treasury Stock</font></td>
      <td style="border-bottom: 1px solid" align="right" width="13%" height="20">
      2,168,035&nbsp;</td>
      <td style="border-bottom: 1px solid" align="middle" width="12%" height="20">
      13.0</td>
      <td style="border-bottom: 1px solid" align="right" width="12%" height="20">
      2,168,035&nbsp;</td>
      <td style="border-bottom: 1px solid" align="middle" width="15%" height="20">
      &nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="20"><font size="3">&nbsp;&nbsp;&nbsp; Total Shareholders' Equity</font></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="right" width="13%" height="21">
      7,858,598&nbsp;</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="12%" height="21">
      47.0</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="right" width="12%" height="21">
      &nbsp;</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="15%" height="21">
      &nbsp;</td>
    </tr>
    <tr>
      <td width="53%" height="20"><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Total Capitalization</font></td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="right" width="13%" height="21">
      $16,740,107&nbsp; </td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="12%" height="21">
      100.0%</td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="right" width="12%" height="21">
      $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </td>
      <td style="border-top: 1px solid; border-bottom: 1px solid" align="middle" width="15%" height="21">
      100.0%</td>
    </tr>
    <tr>
      <td width="53%" height="19">&nbsp;</td>
      <td style="border-top: 1px solid" width="13%" height="20">&nbsp;</td>
      <td style="border-top: 1px solid" width="12%" height="20">&nbsp;</td>
      <td style="border-top: 1px solid" width="12%" height="20">&nbsp;</td>
      <td style="border-top: 1px solid" width="15%" height="20">&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
</u>
<p align="justify">(1) The data presented includes the effect of the
deconsolidation of Entergy New Orleans effective January 1, 2005.</p>
<p align="justify">(2) Adjusted to reflect the issuance and sale of the Equity
Units and the application of the estimated net proceeds therefrom. See &quot;Use of
Proceeds.&quot;</p>
<p>(3) In addition, as of September 30, 2005, letters of credit totaling $209
million had been issued against this facility.</p>
<p>(4) Primarily includes the&nbsp;long-term debt of&nbsp;our&nbsp;Non-Utility&nbsp;Nuclear
subsidiaries and sale-leaseback obligations of&nbsp;Entergy Louisiana and System
Energy.&nbsp; Also includes currently maturing long-term debt of $100.3 million. </p>
<p>(5) In addition, as of September 30, 2005, we had approximately $330.3
million of obligations under capital leases (approximately $135 million of which
are current liabilities). </p>
</font>
<p>&nbsp;</p>
<b>
<p align="center">Risk Factors</p>
</b>
<p align="justify">You should carefully consider all of the information
contained or incorporated by reference in this prospectus as well as the
specific factors under &quot;Risk Factors&quot; beginning on the next page. </p>
<font face="Times New Roman Bold"><b>
<p align="center"><a name="_Toc497267823">RISK FACTORS</p>
</a></b></font><a name="_Toc497267823"><i>
<p align="justify">In considering whether to purchase the Corporate Units, you
should carefully consider all the information we have included or incorporated
by reference in this prospectus. In particular, you should carefully consider
the risk factors described below, as well as the factors listed in
&quot;Forward-Looking Statements&quot; in this prospectus. Because a Corporate Unit
consists of a purchase contract to acquire shares of our common stock and a
senior note issued by us, you are making an investment decision with regard to
our common stock and senior notes, as well as the Corporate Units. You should
carefully review the information in this prospectus about all of these
securities. </p>
</i><b>
<p>Risk Factors Relating to Entergy Corporation</p>
<p align="justify">Our results of operations, financial condition and liquidity
could be materially and adversely affected if the domestic utility companies
fail to recover, or experience delays in recovering, storm restoration costs
incurred as a result of Hurricane Katrina and Hurricane Rita or as a result of
continued lost revenue from these two hurricanes. </b></p>
<p align="justify">Hurricanes Katrina and Rita caused catastrophic damage in
Louisiana, Mississippi and Texas to portions of the service territories of
Entergy New Orleans, Entergy Louisiana, Entergy Mississippi and Entergy Gulf
States. As a result of these two hurricanes, these subsidiaries have recorded
accruals for the estimated storm restoration costs for the repair and/or
replacement of their electric and gas facilities damaged by Hurricanes Katrina
and Rita and business continuity costs, which are currently estimated to be in
the range of $1.1 billion to $1.4&nbsp;billion. The cost estimates do not include
other potential incremental losses, such as the inability to recover fixed costs
scheduled for recovery through base rates, which base rate revenue was not
recovered due to a loss of anticipated sales.&nbsp; As of September 30, 2005, the
domestic utility companies, including Entergy New Orleans, recorded an increase
totaling $585.5 million in construction work in progress and $514.5 million in
other regulatory assets, with a corresponding increase of $1.1 billion in
accounts payable.&nbsp; In accordance with Entergy's accounting policies, and based
on historic treatment of such costs in the service territories of the domestic
utility companies and communications with local regulators, the domestic utility
companies recorded these assets because management believes that recovery
through some form of regulatory mechanism is probable. Entergy and the domestic
utility companies are pursuing a broad range of initiatives to recover storm
restoration costs. Initiatives include (1) obtaining reimbursement of certain
costs covered by insurance, (2) obtaining assistance through federal legislation
for Hurricane Rita as well as Hurricane Katrina, and (3) pursuing recovery
through existing or new rate mechanisms regulated by the FERC and local
regulatory bodies. Because the domestic utility companies have not gone through
the regulatory process regarding these storm costs, however, there is an element
of risk regarding recovery, and we are unable to predict with certainty the
degree of success the domestic utility companies may have in their recovery
initiatives, the amount of restoration costs and incremental losses they may
ultimately recover, or the timing of such recovery.</p>
<p align="justify">The temporary power outages associated with the hurricanes in
the affected service territories caused the sales volume and receivable
collections of Entergy Gulf States, Entergy Louisiana and Entergy New Orleans to
be lower than normal during those outages. Revenues are expected to continue to
be affected for a period of time that cannot yet be estimated as a result of the
approximately 36,000 customers at Entergy Louisiana and approximately 87,000
customers at Entergy New Orleans that are unable to accept electric and gas
service and as a result of changes in load patterns that could occur, including
the effect of residential customers who can accept electric and gas service not
permanently returning to their homes. As of December 31, 2004, Entergy Louisiana
had 662,000 electric customers and Entergy New Orleans had 189,000 electric
customers and 145,000 gas customers. Restoration for many of the customers who
are unable to accept service will follow major repairs or reconstruction of
customer facilities, and will be contingent on validation by local authorities
of habitability and electrical safety of customers' structures. Annual non-fuel
revenues associated with customers who are currently unable to accept electric
and gas service are estimated to be $171 million. Our estimate of the revenue
impact of the extended outages and load pattern changes is subject to change,
however, because of a range of uncertainties, in particular the timing of when
individual customers will return to service. </p>
<b>
<p align="justify">The consequences of Hurricanes Katrina and Rita have
negatively affected the liquidity of Entergy and the domestic utility companies.
The occurrence of one or more contingencies could put further pressure on the
adequacy of the liquidity and capital resources of Entergy and the domestic
utility companies, which could materially and adversely affect the financial
condition and results of operations of Entergy and the domestic utility
companies, Entergy's corporate credit ratings and the credit ratings of the
domestic utility companies.</p>
</b>
<p align="justify">In addition to storm restoration costs and the lost customer
revenue discussed in the preceding risk factor, Hurricanes Katrina and Rita
affected the liquidity position of our U.S. Utility and our Non-Utility Nuclear
businesses in several ways. The bankruptcy of Entergy New Orleans caused fuel
and power suppliers to increase their scrutiny of the other domestic utility
companies with the concern that one of them could suffer similar impacts,
particularly after Hurricane Rita. As a result, some suppliers began requiring
accelerated payments and decreasing credit lines. The hurricanes damaged certain
gas supply lines, resulting in a decrease in the number of potential suppliers.
Finally, the hurricanes exacerbated a market run up in natural gas and power
prices, resulting in (i) an increase in the accounts payable to suppliers of our
U.S. Utility business, which consumed available supplier credit lines more
quickly, and (ii) an increase in the credit support that our Non-Utility Nuclear
business was required to post to its wholesale counterparties in the Northeast.</p>
<p align="justify">At the same time, the continued rapid increase in natural gas
prices has resulted in increased working capital requirements for the domestic
utility companies while waiting for existing regulatory fuel and purchased power
recovery mechanisms to catch up. In certain instances unrelated to the
hurricanes, some of the domestic utility companies have agreed to defer the
recovery of fuel and purchased power costs beyond the existing recovery period.
As of September&nbsp;30, 2005, the domestic utility companies, including Entergy New
Orleans, had approximately $594.8<font face="Arial" color="#000080"> </font>
million of deferred fuel costs. Although each domestic utility company expects
to recover all of its fuel and purchased power costs through established (or
potentially modified) regulatory recovery mechanisms, high natural gas prices
and the effect of the current cumulative deferred fuel balance will continue to
have a negative effect on the liquidity position of our U.S. Utility business.</p>
</a>
<p align="justify"><a name="OLE_LINK2">Some of the agreements to sell the power
produced by our Non-Utility Nuclear power plants and the wholesale supply
agreements entered into by our Competitive Retail Services business contain
provisions that require an Entergy subsidiary to provide collateral to secure
its obligations under the agreements. The Entergy subsidiary may be required to
provide collateral based upon the difference between the current market and
contracted power prices in the regions where the Non-Utility Nuclear and
Competitive Retail Services businesses sell power. The primary form of the
collateral to satisfy these requirements has been an Entergy guarantee.&nbsp; Cash
and letters of credit are also acceptable forms of collateral.&nbsp; At September 30,
2005, based on power prices at that time, we had in place as collateral $1.681
billion of Entergy guarantees, including $206.3 million of which support letters
of credit. The assurance requirement associated with our Non-Utility Nuclear
business is estimated to increase by an amount up to $425 million if gas prices
increase $1 per MMBtu <strong style="font-weight: 400"><font face="Times">in both the short- and
long-term markets</font></strong>. </p>
<p align="justify">We are in the process of implementing an approximate $2.5
billion financing plan in order to provide adequate liquidity and capital
resources while storm restoration cost recovery is pursued and to provide
additional financial support against the potential occurrence of other
unexpected events. In addition, this plan is intended to provide adequate
liquidity and capital resources to support the Non-Utility Nuclear and the
Competitive Retail Services businesses. This plan includes (1) a new Entergy
revolving credit facility with capacity of up to $1.5 billion (which would
supplement our existing five-year $2 billion revolving credit facility); (2) the
issuance and sale of the Equity Units being offered by this prospectus; and (3)
the issuance and sale of up to $500 million of new debt at Entergy Gulf States
and Entergy Louisiana, including $150 million of first mortgage bonds issued by
Entergy Louisiana on October 21, 2005. In addition to this financing plan, we
plan to provide funding of $300 million to Entergy Gulf States.</p>
<p align="justify"></a>Under normal circumstances, our business is capital
intensive, and we are dependent upon our ability to access capital at rates and
on terms we determine to be reasonable. The hurricanes and the resulting
consequences on our business have placed even greater importance on our ability
to access the capital markets to support our increased liquidity needs. The
occurrence of one or more contingencies, including higher than estimated storm
restoration costs, lower than expected insurance recovery with respect to storm
restoration costs, or a delay in such recovery, a delay in the recovery of storm
restoration costs, a greater than expected increase in natural gas prices, an
increase in credit support requirements relating to our Non-Utility Nuclear and
Competitive Retail Services businesses, an acceleration of payments or decreased
credit lines in respect of fuel or power supply to the domestic utility
companies,<font color="#000080"> </font>less cash flow from operations than
expected, or other unknown events (such as future storms) could cause our
financing needs to increase, which may result in an increase in our leverage.
Material leverage increases could negatively affect our access to the capital
markets as well as our ratings and/or the ratings of our domestic utility
companies. Additional equity financing could result in dilution for our existing
stockholders and could adversely affect the trading price of the Equity Units
being offered by this prospectus. </p>
<p align="justify">The consequences of the hurricanes on our financial
condition, and the related uncertainty associated with storm restoration cost
recovery, together with other factors, such as the bankruptcy filing of Entergy
New Orleans, have negatively impacted our credit profile and the credit profile
of the domestic utility companies. Following Hurricane Katrina, Standard &amp;
Poor's Ratings Services placed us and the domestic utility companies on credit
watch with negative implications and Moody's Investors Service, Inc. placed the
debt ratings of Entergy Gulf States on review for possible downgrade. After the
Entergy New Orleans bankruptcy filing, Moody's Investors Service, Inc. and
Standard &amp; Poor's Ratings Services downgraded the senior secured debt ratings of
Entergy New Orleans to Caa1 and D, respectively. If one or more rating agencies
were to downgrade our corporate issuer rating or the senior secured debt ratings
of any of the other domestic utility companies, particularly to below investment
grade, our borrowing costs could increase, which could negatively affect our
financial condition, results of operations and liquidity. We would also likely
be required to pay a higher interest rate in future financings, and our
potential pool of investors and funding sources could decrease. In addition,
adverse ratings actions could prompt fuel and power suppliers of the domestic
utility companies to require accelerated payments or to reduce or eliminate
credit lines. Lastly, in the event of a decrease in our credit rating to below
investment grade, we may be required to replace in a short period of time the
Entergy guarantees relating to the Non-Utility Nuclear and Competitive Retail
Services businesses with cash or letters of credit under some of the agreements.
</p>
<b>
<p align="justify">Our investment in Entergy New Orleans is at risk. </p>
</b>
<p align="justify">Because of the effects of Hurricane Katrina, on September 23,
2005, Entergy New Orleans filed a voluntary petition in the United States
Bankruptcy Court for the Eastern District of Louisiana seeking reorganization
relief under the provisions of Chapter 11 of the United States Bankruptcy Code
(Case No. 05-17697). We own 100 percent of the common stock of Entergy New
Orleans, have continued to supply operating management, and have provided
debtor-in-possession financing to Entergy New Orleans and, accordingly, believe
these factors represent significant influence over Entergy New Orleans. However,
uncertainties surrounding the nature, timing, and specifics of the bankruptcy
proceedings have caused us to deconsolidate Entergy New Orleans and reflect
Entergy New Orleans' financial results under the equity method of accounting
retroactive to January 1, 2005. Because we own all of the common stock of
Entergy New Orleans, this change will not affect the amount of net income we
record resulting from Entergy New Orleans' operations for any current or prior
period, but will result in Entergy New Orleans' net income for 2005 being
presented as &quot;Equity in earnings (loss) of unconsolidated equity affiliates&quot;
rather than its results being included in each individual income statement line
item, as is the case for periods prior to 2005. We reviewed the value of our
equity investment of $169.2 million in Entergy New Orleans at September&nbsp;30, 2005
to determine if an impairment had occurred as a result of the storm, the flood,
the power outages, estimated restoration costs and changes in customer load.
With respect to the value of our investment as of September 30, 2005, we
determined that no impairment had occurred because management believes that cost
recovery is probable. &nbsp;We continue to assess the carrying value of our
investment in Entergy New Orleans as developments occur in Entergy New Orleans'
recovery efforts. Because Entergy New Orleans has not gone through the
regulatory process regarding storm costs and losses, however, there is an
element of risk regarding recovery, and we are unable to predict with certainty
the degree of success Entergy New Orleans may have in its recovery initiatives,
the amount of restoration costs and incremental losses it may ultimately
recover, or the timing of such recovery, or the return of customer load to New
Orleans to support any such cost recovery. As of September 30, 2005, our equity
investment in Entergy New Orleans represents 1.81% of our total equity
investments in our subsidiaries as a whole. In addition to our equity investment
in Entergy New Orleans, as of September 30, 2005, Entergy New Orleans owes our
subsidiaries a total of $67 million in prepetition accounts payable. The
repayment of these accounts payable is also subject to the risks inherent in
Entergy New Orleans' recovery efforts.</p>
<p align="justify">On September 26, 2005, Entergy New Orleans, as borrower, and
Entergy, as lender, entered into the Debtor-in-Possession (&quot;DIP&quot;) credit
agreement, a debtor-in-possession credit facility to provide funding to Entergy
New Orleans during its business restoration efforts. The credit facility
provides for up to $200 million in loans on an interim basis pending final
bankruptcy court approval of the DIP credit agreement and the receipt of other
required regulatory approvals. These funds were requested to enable Entergy New
Orleans to meet its near-term obligations, including employee wages and benefits
and payments under power purchase and gas supply agreements, and to continue its
existing efforts to repair and restore the facilities needed to serve its
electric and gas customers. As of December 1, 2005, $100&nbsp;million was outstanding
under the credit facility. Management currently expects the remainder of the
bankruptcy court authorized funding level to be sufficient to fund Entergy New
Orleans' operations at least through the first quarter of 2006, although the
decision to lend under the DIP credit agreement is at our sole discretion. There
has not been a decision as to whether to provide additional debt financing to
Entergy New Orleans beyond the amount that is authorized by the DIP credit
agreement.<font face="Arial"><b> </b></font>Please refer to our Quarterly Report
on Form&nbsp;10-Q for the quarterly period ended September&nbsp;30, 2005 for a further
description of the DIP credit agreement, including the security and priority
status afforded to us as the lender. The repayment of advances made under the
DIP credit agreement is subject to the risks inherent in Entergy New Orleans'
recovery efforts. Since Entergy is unable to predict with certainty the degree
of success Entergy New Orleans will have in its cost recovery initiatives,
Entergy's equity investment in Entergy New Orleans, Entergy's subsidiaries'
pre-petition accounts receivables from Entergy New Orleans and Entergy's
advances to Entergy New Orleans under the DIP credit agreement are at risk.</p>
<b>
<p align="justify">The electric and gas rates that the domestic utility
companies and System Energy are allowed to charge their customers are largely
determined outside their control by the actions of regulators.</p>
</b>
<p align="justify">The rates that the domestic utility companies and System
Energy charge for their services are an important item influencing the financial
condition, results of operations and liquidity of Entergy and the domestic
utility companies. The domestic utility companies are heavily regulated, and the
electric and gas rates that the domestic utility companies and System Energy are
allowed to charge their customers are determined, in large part, outside of
their control by governmental organizations, including the Arkansas Public
Service Commission (the &quot;APSC&quot;), the City Council of the City of New Orleans
(the &quot;City Council&quot;), the Louisiana Public Service Commission (the &quot;LPSC&quot;), the
Mississippi Public Service Commission (the &quot;MPSC&quot;), the PUCT, and the FERC.
Decisions made by these regulators could have a material impact on the results
of operations, financial condition and liquidity of Entergy and the domestic
utility companies.</p>
<p align="justify">The domestic utility companies and System Energy are
routinely involved in proceedings, including general rate cases and those
relating to various other aspects of their rates. The Louisiana operations of
Entergy Gulf States, Entergy Louisiana, Entergy Mississippi and Entergy New
Orleans are currently operating under formula rate plans. These formula rate
plans permit annual adjustments of rates on a prospective basis depending on
whether earnings for the prior year are above or below a pre-determined
bandwidth range. The timing of the next rate case filing at Entergy Arkansas
will depend on the completion of the steam generator and reactor vessel head
replacement which is currently underway at ANO Unit 1 and the outcome of the
System Agreement proceeding described below. As a result of Texas legislation
enacted in June 2005, Entergy Gulf States may not file a general base rate case
in Texas before June 30, 2007, with rates effective no earlier than June 30,
2008. The new law does, however, allow Entergy Gulf States to seek the annual
recovery of certain incremental purchased power capacity costs not in excess of
five percent of its annual base rate revenues and certain transition to
competition costs. Entergy Gulf States has not had a base rate increase in Texas
since 1991. The inability to file a general base rate case in Texas before June
30, 2007 could affect the profit margin of Entergy Gulf States and its ability
to earn its authorized return or recover from its customers costs associated
with investment in generation, transmission and distribution facilities<b>. </p>
</b>
<p align="justify">The domestic utility companies' fuel costs also are recovered
from customers, subject to regulatory scrutiny. This regulatory risk represents
the domestic utility companies' largest potential exposure to price changes in
the commodity markets. On&nbsp;occasion, when&nbsp;the level of the fuel&nbsp;and purchased
power costs rise very dramatically, some of&nbsp;the domestic utility companies might
agree&nbsp;to defer recovery of a portion of that month's fuel and purchased power
costs for recovery at a later date, which could increase the near-term working
capital requirements of the domestic utility companies. In addition, from time
to time, the domestic utility companies' regulators may initiate proceedings to
investigate the adequacy and operation of the fuel recovery clauses of the
domestic utility companies as well as their fuel and purchased power purchasing
practices. In early October 2005, the APSC initiated an investigation into
Entergy Arkansas' interim energy cost rate. The investigation seeks to determine
Entergy Arkansas' (1) prudence of gas contracting, portfolio, and hedging
practices, (2) wholesale purchases during the period, (3) management of the coal
inventory at its coal generation plants, and (4) response to the contractual
failure of the railroads to provide coal deliveries. The APSC established a
procedural schedule with testimony from Entergy Arkansas, the APSC Staff, and
intervenors culminating in a public hearing in May 2006. </p>
<p align="justify">The domestic utility companies have historically engaged in
the coordinated planning, construction and operation of generating and
transmission facilities under the terms of an agreement called the System
Agreement. The LPSC and the City Council commenced a proceeding in 2001 at the
FERC that requests amendments to the System Agreement, particularly in the area
of production cost equalization. Pursuant to an agreement in principle approved
by the City Council, the City Council has withdrawn as a complainant from the
FERC System Agreement proceeding. The LPSC also alleges that certain provisions
of the System Agreement increase costs paid by the ratepayers in their
jurisdictions. On June 1, 2005, the FERC issued a decision in the System
Agreement litigation. The FERC decision concluded, among other things, that:</p>
<ul>
  <li>The System Agreement no longer roughly equalizes production costs among
  the domestic utility companies.
  </li>
  <li>In order to reach rough production cost equalization, the FERC will impose
  a bandwidth remedy allowing for a maximum spread of 22 percent (expressed by
  the FERC as +/- 11%) between the total annual production costs of the highest
  cost and lowest cost domestic utility companies.
  </li>
  <li>When calculating the production costs for this purpose, output from the
  Vidalia hydroelectric power plant will not reflect the actual Vidalia price
  for that year but will be priced at that year's average price as determined
  under a rate schedule (MSS-3), reducing the amount of Vidalia costs reflected
  in the comparison of the domestic utility companies' total production costs.
  </li>
  <li>The remedy ordered by FERC calls for no refunds and would be effective
  based on the calendar year 2006 production costs with the first potential
  reallocation payments, if required, expected to be made in 2007.
  </li>
</ul>
<p align="justify">The FERC's June 2005 order would reallocate production costs
of the domestic utility companies whose relative total production costs
expressed as a percentage of Entergy System average production costs are outside
an upper or lower bandwidth. This would be accomplished by payments from
domestic utility companies whose production costs are below Entergy System
average production costs to domestic utility companies whose production costs
are above Entergy System average production costs. An assessment of the
potential effects of the FERC's June 2005 order requires assumptions regarding
the future total production cost of each domestic utility company, which
assumptions include the mix of solid fuel and gas-fired generation available to
each company and the costs of natural gas and purchased power.
<a name="OLE_LINK15">Various pending motions for rehearing and clarification of
the FERC's June 2005 order were filed by parties to the proceeding, including
the LPSC, the APSC, the MPSC, and the City Council, and by Entergy Services,
Inc., on behalf of the domestic utility companies.</a> We believe that any
changes in the allocation of production costs resulting from the FERC's June
2005 order and related retail proceedings should result in similar rate changes
for retail customers. The timing of recovery of these costs in rates could be
the subject of additional proceedings before the retail regulators of the
domestic utility companies. Although the outcome and timing of the FERC and
other proceedings cannot be predicted at this time, we do not believe that the
ultimate resolution of these proceedings will have a material effect on our
financial condition or results of operations.</p>
<b>
<p align="justify">Delays and uncertainty relating to the start of retail open
access in Texas for Entergy Gulf States, the implementation of recent
legislation in Texas and adverse decisions in related regulatory proceedings at
the PUCT could have a material adverse effect on Entergy Gulf States' and our
financial condition, results of operations and liquidity.</p>
</b>
<p align="justify">Unlike other areas of the United States, retail open access
and the separation of traditionally integrated public utilities into distinct
distribution, transmission, generation and various types of retail marketing
businesses either has not been acted upon by the state and local regulators of
the domestic utility companies, or has been significantly delayed. Only in the
Texas portion of Entergy Gulf States' service territory has there been
significant retail open access activity, but implementation for Entergy Gulf
States has been delayed. </p>
<p align="justify">In 1999, the Texas legislature enacted a law providing for
competition through retail open access in the electric utility industry in
Texas. With retail open access, generation and retail electric sales will become
competitive businesses, but transmission and distribution operations will
continue to be regulated. The law provided for retail open access by most
investor-owned electric utilities in Texas commencing January 1, 2002; however,
the PUCT delayed retail open access in Entergy Gulf States' Texas service
territory due to concerns about whether the market was ready for retail open
access. As required by law, Entergy Gulf States has made numerous filings with
the PUCT detailing its plans in furtherance of the Texas law and retail open
access in its Texas service territory. The resulting PUCT orders have continued
to delay retail open access in Entergy Gulf States' Texas service territory, as
well as its ability to raise rates, reconcile fuel costs, earn its authorized
return, recover transition costs related to its efforts toward retail open
access or recover from its customers costs associated with investment in
generation, transmission and distribution facilities. Entergy Gulf States has
not had a base rate increase in Texas since 1991.</p>
<p>In June 2005, a Texas law was enacted which provides that:</p>
<ul>
  <li>Entergy Gulf States is authorized by the legislation to proceed with a
  jurisdictional separation into two vertically integrated utilities, one
  subject solely to the retail jurisdiction of the LPSC and one subject solely
  to the retail jurisdiction of the PUCT;
  </li>
  <li>the portions of all prior PUCT orders requiring Entergy Gulf States to
  comply with any provisions of Texas law governing transition to retail
  competition are void;
  </li>
  <li>Entergy Gulf States must file a plan by January 1, 2006, identifying the
  power region(s) to be considered for certification and the steps and schedule
  to achieve certification;
  </li>
  <li>Entergy Gulf States must file a transition to competition plan no later
  than January 1, 2007, that would address how Entergy Gulf States intends to
  mitigate market power and achieve full customer choice, including potential
  construction of additional transmission facilities, generation auctions,
  generation capacity divestiture, reinstatement of a customer choice pilot
  project, establishment of a price to beat, and other measures;
  </li>
  <li>Entergy Gulf States' rates are subject to cost-of-service regulation until
  retail customer choice is implemented;
  </li>
  <li>Entergy Gulf States may not file a general base rate case in Texas before
  June 30, 2007, with rates effective no earlier than June 30, 2008, but may
  seek before then the annual recovery of certain incremental purchased power
  capacity costs, adjusted for load growth, not in excess of five percent of its
  annual base rate revenues; and
  </li>
  <li>Entergy Gulf States may recover over a period not to exceed 15 years
  reasonable and necessary transition to competition costs incurred before the
  effective date of the legislation and not previously recovered, with
  appropriate carrying charges.
  </li>
</ul>
<p align="justify">In July 2005, Entergy Gulf States filed with the PUCT a
request for implementation of an incremental purchased power capacity recovery
rider, consistent with the recently passed Texas legislation discussed above.
The rider requests $23.1 million annually in incremental revenues on a Texas
retail basis which represents the incremental purchased power capacity costs,
including Entergy Gulf States' obligation to purchase power from Entergy
Louisiana's recently acquired Perryville plant, over what is already in Entergy
Gulf States' base rates. Entergy Gulf States reached an initial agreement with
the parties that cost recovery and&nbsp;cost reconciliation would begin on September
1, 2005.&nbsp; The parties have agreed that Entergy Gulf States will implement the
rider&nbsp;after approval by the PUCT which&nbsp;could be up to 185 days&nbsp;from the date of
filing&nbsp;but will&nbsp;reconcile and recover incremental purchased capacity costs
incurred beginning September 1, 2005. The&nbsp;September 1, 2005 agreed upon date for
the beginning of the cost recovery and cost reconciliation as well as the
requested amount and the processes for implementing the rider&nbsp;are subject to
PUCT action and approval. If approved by the PUCT, the rider would be subject to
semi-annual modifications and reconciliation in conjunction with Entergy Gulf
States' fuel reconciliation proceedings. A further non-unanimous settlement was
reached with most of the parties that allows for the rider to be implemented
effective December 1, 2005 and the collection of $18 million annually. The
settlement also provides for a fuel reconciliation to be filed by Entergy Gulf
States by May 15, 2006 that will resolve the remaining issues in the case with
the exception of the amount of purchased power in current base rates and the
costs to which load growth is attributed, both of which were settled. The
hearing with respect to the non-unanimous settlement, which was opposed by the
Office of Public Utility Counsel, was conducted on October 19, 2005 before the
ALJs. On November 17, 2005, the ALJs issued a proposal for decision recommending
that the PUCT approve the non-unanimous settlement. The PUCT is scheduled to
consider this matter on December 15, 2005.</p>
<p align="justify">As authorized by the Texas legislation discussed above, in
August 2005, Entergy Gulf States filed with the PUCT an application for recovery
of its transition to competition costs. Entergy Gulf States requested recovery
of $189 million in transition to competition costs through implementation of a
15-year rider to be effective no later than March 1, 2006. The $189 million
represents transition to competition costs Entergy Gulf States incurred from
June 1, 1999 through June 17, 2005 in preparing for competition in its Texas
service area, including attendant AFUDC and all carrying costs projected to be
incurred on the transition to competition costs through February 28, 2006. In
November 2005, a unanimous stipulation was entered into among Entergy Gulf
States, the PUCT staff, and others pursuant to which the parties agreed that
Entergy Gulf States should be authorized by the ALJs to implement interim rates
that would allow it to recover $1.5 million per month in transition to
competition costs, with such interim rates to be effective on March 1, 2006.
Pursuant to the stipulation, the interim rates would be subject to refund or
surcharge to the extent that the rates ultimately established by the PUCT differ
from the interim rates. The stipulation is expected to be submitted to the ALJs
for approval by early December 2005. The matter of final rates to address
transition to competition costs has been set for hearing beginning in February
2006, with a PUCT decision expected during the third quarter of 2006.</p>
<p align="justify">Extended delay and uncertainty with respect to the start of
retail open access in Texas (including uncertainty as to the ultimate form of
Entergy Gulf States' related business separation plan, particularly in
conjunction with any jurisdictional separation of Entergy Gulf States as
described below), the implementation of the Texas legislation, including
implementation of purchased power capacity and transition cost recovery riders,
and adverse decisions in proceedings at the PUCT (whether related to the Texas
legislation or otherwise), could have a material adverse effect on Entergy Gulf
States' and our financial condition, results of operations, and liquidity. </p>
<b>
<p align="justify">The proposed jurisdictional separation of Entergy Gulf States
into two separate vertically integrated utilities could, depending on the
structure and terms of the separation, have a material adverse effect on the
financial condition, results of operations and liquidity of Entergy Gulf States.</p>
</b>
<p align="justify">Pending developments at the federal level and in Texas and
other states, the LPSC and the Louisiana legislature have generally deferred
pursuing retail open access in Louisiana. As a result, pursuit of Entergy Gulf
States' business separation plan mandated by Texas law in connection with retail
open access in its Texas service territory has been complicated by it having
retail operations in Louisiana subject to the jurisdiction of the LPSC. During
the course of Entergy Gulf States' retail open access proceedings with the PUCT,
the LPSC has been holding independent proceedings concerning the proposed
separation of the business of Entergy Gulf States. Unlike Entergy Gulf States'
plan filed with the PUCT to separate its Texas generation, transmission,
distribution, and retail electric functions into separate companies, the
investigation most recently initiated in the LPSC proceedings is evaluating a
jurisdictional separation of Entergy Gulf States into a Louisiana company and a
Texas company regulated solely by the LPSC and the PUCT, respectively. In a
status conference held in September 2004 before an administrative law judge, the
LPSC staff asserted that uncertainty with respect to retail open access in Texas
should not control whether or when the LPSC should require the jurisdictional
separation of Entergy Gulf States and recommended that an investigation
concerning the proposed jurisdictional separation proceed. Entergy Gulf States
submitted a preliminary methodology developed by it for the jurisdictional
separation of the company if its regulators should determine that a
jurisdictional separation is in the public interest. Although it contains many
components that are similar to those set forth in its business separation plan
filed with the PUCT, Entergy Gulf States' preliminary methodology filed with the
LPSC provides for the separation of the company into a Louisiana vertically
integrated utility company and a Texas vertically integrated utility company, as
is envisioned by the new Texas law described above, rather than the separation
of its Texas generation, transmission, distribution, and retail electric
functions into separate companies, as is envisioned in the plan filed with the
PUCT. A hearing before the LPSC scheduled for late June 2005 has been postponed.
In September 2005, Entergy Gulf States and the LPSC staff filed a joint motion
to continue without date the procedural schedule in this matter due to Hurricane
Katrina. Approvals of the FERC, the SEC, the PUCT, and the Nuclear Regulatory
Commission, or the NRC, may also be required for certain matters before Entergy
Gulf States may implement any jurisdictional separation of the company. </p>
<p align="justify">Any jurisdictional separation of Entergy Gulf States
resulting from the LPSC proceedings would affect Entergy Gulf States' financial
condition, results of operations and liquidity, particularly in conjunction with
any additional restructuring of the company that may be ordered by the PUCT with
respect to a jurisdictional separation or upon the implementation of retail open
access in Texas. Depending on the structure and terms of the separation, such a
separation could have a material adverse effect on Entergy Gulf States. </p>
<b>
<p align="justify">The nuclear power generation plants owned by our Non-Utility
Nuclear business will be exposed to price risk to the extent they must compete
for the sale of energy and capacity.</p>
</b>
<p align="justify">The sale of capacity and energy from the power generation
plants owned by our Non-Utility Nuclear business, unless otherwise contracted,
is subject to the fluctuation of market power prices. Our Non-Utility Nuclear
business has entered into PPAs and other contracts to sell the power produced by
its power plants at prices established in the PPAs. The following is a summary
of the amount of the Non-Utility Nuclear business' output that is sold forward
as of September 30, 2005 under physical or financial contracts (2005 represents
the remainder of the year): </p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="4" cellPadding="0" width="635" border="0">
    <tr>
      <td vAlign="top" width="51%" colSpan="2">
      <p align="justify">&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="9%">
      <b>2005</b></td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="9%">
      <b>2006</b></td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="9%">
      <b>2007</b></td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="9%">
      <b>2008</b></td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="11%">
      <b>2009</b></td>
    </tr>
    <tr>
      <td vAlign="top" width="51%" colSpan="2"><b>
      <p align="justify">Non-Utility Nuclear</b>:</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="9%">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="9%">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="9%">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="9%">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="11%">
      &nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="51%" colSpan="2">
      <p align="justify">Percent of planned generation sold forward:</td>
      <td vAlign="top" align="middle" width="9%">&nbsp;</td>
      <td vAlign="top" align="middle" width="9%">&nbsp;</td>
      <td vAlign="top" align="middle" width="9%">&nbsp;</td>
      <td vAlign="top" align="middle" width="9%">&nbsp;</td>
      <td vAlign="top" align="middle" width="11%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="3%">
      <p align="justify">&nbsp;</td>
      <td vAlign="top" width="48%">
      <p align="justify">Unit-contingent</td>
      <td vAlign="top" align="middle" width="9%">36%</td>
      <td vAlign="top" align="middle" width="9%">34%</td>
      <td vAlign="top" align="middle" width="9%">32%</td>
      <td vAlign="top" align="middle" width="9%">25%</td>
      <td vAlign="top" align="middle" width="11%">18%</td>
    </tr>
    <tr>
      <td vAlign="top" width="3%">
      <p align="justify">&nbsp;</td>
      <td vAlign="top" width="48%">
      <p align="justify">Unit-contingent with availability guarantees</td>
      <td vAlign="top" align="middle" width="9%">55%</td>
      <td vAlign="top" align="middle" width="9%">53%</td>
      <td vAlign="top" align="middle" width="9%">39%</td>
      <td vAlign="top" align="middle" width="9%">25%</td>
      <td vAlign="top" align="middle" width="11%">&nbsp; 5%</td>
    </tr>
    <tr>
      <td vAlign="top" width="3%">
      <p align="justify">&nbsp;</td>
      <td vAlign="top" width="48%">
      <p align="justify">Firm liquidated damages</td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="9%">
      &nbsp;5 %</td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="9%">
      &nbsp; 4%</td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="9%">
      &nbsp; 2%</td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="9%">
      &nbsp; 0%</td>
      <td style="border-bottom: 1px solid" vAlign="top" align="middle" width="11%">
      &nbsp; 0%</td>
    </tr>
    <tr>
      <td vAlign="top" width="3%">
      <p align="justify">&nbsp;</td>
      <td vAlign="top" width="48%">
      <p align="justify">Total</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="9%">
      96%</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="9%">
      91%</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="9%">
      73%</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="9%">
      50%</td>
      <td style="border-top: 1px solid" vAlign="top" align="middle" width="11%">
      23%</td>
    </tr>
    <tr>
      <td vAlign="top" width="51%" colSpan="2">
      <p align="justify">Planned generation (TWh)</td>
      <td vAlign="top" align="middle" width="9%">9</td>
      <td vAlign="top" align="middle" width="9%">35</td>
      <td vAlign="top" align="middle" width="9%">34</td>
      <td vAlign="top" align="middle" width="9%">34</td>
      <td vAlign="top" align="middle" width="11%">35</td>
    </tr>
    <tr>
      <td vAlign="top" width="51%" colSpan="2">
      <p align="justify">Average contracted price per MWh</td>
      <td vAlign="top" align="middle" width="9%">$39</td>
      <td vAlign="top" align="middle" width="9%">$41</td>
      <td vAlign="top" align="middle" width="9%">$42</td>
      <td vAlign="top" align="middle" width="9%">$45</td>
      <td vAlign="top" align="middle" width="11%">$47</td>
    </tr>
  </table>
  </center>
</div>
<p align="justify">There is no retail rate recovery for the power produced at
these generating plants. Entergy's Non-Utility Nuclear business is pursuing
opportunities to extend existing PPAs and to enter into new PPAs with other
parties for portions of its unsold planned generation. To the extent that the
electricity generated by these plants is not under contract to be sold, the
revenues and results of operations of Entergy's Non-Utility Nuclear business,
and whether it recovers its investment and operating costs from these plants,
will generally depend on the market prices that can be obtained for energy and
capacity. </p>
<p align="justify">Among the factors that could affect market prices for
electricity and fuel, all of which are beyond our control to a significant
degree, are:</p>
<ul>
  <li>prevailing market prices for coal, oil, natural gas and other fuels used
  in electric generation plants, including associated transportation costs, and
  supplies of such commodities,
  </li>
  <li>liquidity in the general wholesale electricity market,
  </li>
  <li>the actions of external parties, such as the FERC, that may impose price
  limitations and other mechanisms to address some of the volatility in the
  energy markets,
  </li>
  <li>weather conditions impacting demand for electricity or availability of
  hydroelectric power or fuel supplies,
  </li>
  <li>the rate of growth in demand for electricity as a result of population
  changes, regional economic conditions and the implementation of conservation
  programs,
  </li>
  <li>union and labor relations,
  </li>
  <li>natural disasters, wars, embargoes and other catastrophic events and
  </li>
  <li>changes in federal and state energy and environmental laws and
  regulations.
  </li>
</ul>
<b>
<p align="justify">We face uncertainty with respect to the domestic utility
companies' independent coordinator of transmission proposal at the FERC and the
outcome of other related FERC and state and local regulatory proceedings
relating to transmission.</p>
</b>
<p align="justify">In 2000, the FERC issued an order encouraging utilities to
voluntarily place their transmission facilities under the control of independent
regional transmission organizations (&quot;RTOs&quot;) by December 15, 2001. Delays in
implementing the FERC order have occurred due to a variety of reasons, including
the fact that utility companies, other stakeholders, and federal and state
regulators continue to work to resolve various issues related to the
establishment of such RTOs.</p>
<p align="justify">In April 2004, the domestic utility companies filed a
proposal with the FERC to commit voluntarily to retain an independent
coordinator of transmission (&quot;ICT&quot;) to oversee the granting of transmission or
interconnection service on their transmission system, to implement a
transmission pricing structure that ensures that their retail native load
customers are required to pay for only those upgrades necessary to reliably
serve their needs, and to have the ICT serve as the security coordinator for the
Entergy region. Assuming applicable regulatory support and approvals can be
obtained, the domestic utility companies proposed to contract with the ICT to
oversee the granting of transmission service on their system as well as the
implementation of the proposed weekly procurement process. The proposal was
structured to not transfer control of the domestic utility companies'
transmission system to the ICT, but rather to vest with the ICT broad oversight
authority over transmission planning and operations. See our Annual Report on
Form 10-K for the fiscal year ended December 31, 2004 for a discussion of the
petition for declaratory order that the domestic utility companies filed with
the FERC in January 2005 regarding this proposal. </p>
<p align="justify">On March 22, 2005, the FERC issued a declaratory order
concluding that: (1) because the Southwest Power Pool (&quot;SPP&quot;) was the only
entity identified as potentially being selected as the ICT and because the SPP
is already a &quot;public utility,&quot; there was no need to rule on the question of
whether the functions of the ICT, alone, would serve to make the ICT a &quot;public
utility;&quot; (2) Entergy will continue to be the &quot;transmission provider&quot; for
transmission service across the system and that &quot;the presence of SPP as the ICT
will not change the existing balance of jurisdiction between [the FERC] and
Entergy's retail regulators;&quot; and (3) the FERC is prepared to grant the domestic
utility companies' proposed transmission pricing proposal on a two-year
experimental basis, subject to certain enhancement and monitoring and reporting
conditions. The enhancements referred to by the FERC involve more fully
specifying the responsibilities and duties of the ICT, including defining the
ICT's role in the preparation of various transmission expansion plans and the
performance of studies related to the granting of transmission or
interconnection service. Before the ICT proposal can be implemented, however,
the domestic utility companies are required to submit further filings with the
FERC regarding the modifications and clarifications to the ICT proposal.</p>
<p align="justify">On May 12, 2005 the FERC issued an order clarifying certain
aspects of its March 22 order. In the May 12 order, the FERC indicated that (1)
the domestic utility companies are to work with the ICT and their stakeholders
to develop procedures by which the ICT will calculate available flowgate
capacities; (2) the domestic utility companies must specifically define the
transmission rights that a customer that pays for supplemental upgrades will
receive for such payments; (3) the FERC will review the ICT's contract to ensure
that the ICT can perform its functions in an independent manner even if SPP is
chosen as the ICT; and (4) the initial two-year period will start once the ICT
becomes operational.</p>
<p align="justify">On May 27, 2005, the domestic utility companies filed the
enhanced ICT proposal with the FERC. We believe that the filing is consistent
with the FERC guidance received in both the FERC's March 22, 2005 and May 12,
2005 orders on the ICT. Among other things, the enhanced ICT filing states that
the ICT will (1) grant or deny transmission service on the domestic utility
companies' transmission system; (2) administer the domestic utility companies'
OASIS node for purposes of processing and evaluating transmission service
requests and ensuring compliance with the domestic utility companies' obligation
to post transmission-related information; (3) develop a base plan for the
domestic utility companies' transmission system that will result in the ICT
making the determination on whether something should be rolled into the domestic
utility companies' transmission rates or directly assigned to the customer
requesting or causing an upgrade to be constructed; (4) serve as the reliability
coordinator for the Entergy transmission system; and (5) oversee the operation
of the weekly procurement process. The enhanced ICT proposal clarifies the
rights that customers receive when they fund a supplemental upgrade and also
contains a detailed methodology describing the process by which the ICT will
evaluate interconnection-related investments already made on the Entergy System
for purposes of determining the future allocation of the uncredited portion of
these investments.</p>
<p align="justify">In March 2004, the APSC initiated a proceeding to review the
domestic utility companies' proposal and compare the benefits of such a proposal
to the alternative of the domestic utility companies joining the SPP RTO. The
APSC sought comments from all interested parties on this issue. Various parties,
including the APSC General Staff, filed comments opposing the ICT proposal. A
public hearing has not been scheduled by the APSC at this time, although Entergy
Arkansas has responded to various APSC data requests. In May 2004, Entergy
Mississippi filed a petition for review with the MPSC requesting MPSC support
for the ICT proposal. A hearing in that proceeding was held in August 2004.
Additionally, Entergy Louisiana and Entergy Gulf States have filed an
application with the LPSC requesting that the LPSC find that the ICT proposal is
a prudent and appropriate course of action. </p>
<p align="justify">On December 17, 2004, the FERC issued an order initiating a
hearing and investigation concerning the justness and reasonableness of the
available flowgate capacity (&quot;AFC&quot;) methodology, the methodology used to
evaluate short-term transmission service requests under the domestic utility
companies' open access transmission tariff, and establishing a refund effective
date. On March 22, 2005, the FERC issued an order contemporaneously with the ICT
declaratory order discussed above that holds the AFC hearing in abeyance pending
action on Entergy's upcoming ICT filing. The order holding the hearing in
abeyance further indicated that it would cancel the hearing when the ICT begins
to perform its functions. On April 8, 2005 several intervenors filed Emergency
Motions for Interim Relief and Expedited Commission Action requesting that,
during the interim period before the implementation of the ICT, the FERC (1)
institute an audit process to examine and modify the current AFC process; and
(2) require SPP to become involved in the AFC stakeholder process and order
certain modifications to the stakeholder process. The audit process being
proposed by the intervenors would not involve an independent auditor, but
instead would be an investigation performed by a representative from the
intervenors, Entergy, and possibly SPP. &nbsp;On April 25, 2005, the domestic utility
companies filed their response to the emergency motion urging the FERC to reject
the intervenors' request for the &quot;audit&quot; because the type of investigation
proposed by the intervenors would be neither independent nor fair and would only
distract from the implementation of the ICT.&nbsp; Instead, the domestic utility
companies proposed that the ICT conduct an independent review of the AFC process
and procedures as part of its transition to assuming the identified ICT
responsibilities, including the calculation of the AFCs. &nbsp;The domestic utility
companies further indicated that they would welcome SPP's participation in the
current stakeholder process. On April 21, 2005, the intervenors filed a separate
request for rehearing arguing that the FERC must allow the AFC hearing to
proceed in parallel with the establishment of the ICT.</p>
<p align="justify">The domestic utility companies face uncertainties with
respect to whether their regulators will approve their enhanced ICT proposal and
the outcome of the AFC proceedings at the FERC. An adverse outcome in these
matters could affect our financial condition, results of operations and
liquidity.</p>
<b>
<p>Ownership and operation of nuclear facilities creates business, financial and
waste disposal risks.</p>
</b>
<p align="justify">The domestic utility companies, System Energy, and our
Non-Utility Nuclear subsidiaries own and operate ten nuclear power generating
units and the shutdown Indian Point 1 nuclear reactor. The domestic utility
companies, System Energy, and our Non-Utility Nuclear subsidiaries are,
therefore, subject to the risks arising from owning and operating nuclear
generating facilities. These include risks from the use, storage, handling, and
disposal of high-level and low-level radioactive materials, limitations on the
amounts and types of insurance commercially available for losses in connection
with nuclear operations, the costs of securing the facilities against possible
terrorist attacks, unscheduled outages due to equipment and other problems, and
technological and financial uncertainties related to adhering to environmental
law requirements associated with plant operations, as well as the
decommissioning of nuclear plants at the end of their licensed lives, including
the sufficiency of funds in decommissioning trusts. The domestic utility
companies, System Energy, and our Non-Utility Nuclear subsidiaries maintain
decommissioning trusts and external insurance coverage to minimize the financial
exposure to some of these risks; however, it is possible that losses could
exceed the amount of their insurance coverage. In the event of an unanticipated
early shut-down of any of the nuclear plants owned and operated by the domestic
utility companies, System Energy, and/or our Non-Utility Nuclear subsidiaries,
Entergy may be required to provide additional funds or credit support to satisfy
regulatory requirements for decommissioning.</p>
<p align="justify">The NRC has broad authority under federal law to impose
licensing and safety-related requirements for the operation of nuclear
generating facilities. A major incident at a nuclear facility anywhere in the
world could cause the NRC to limit or prohibit the operation or licensing of any
domestic nuclear generating unit. In the event of noncompliance, the NRC has the
authority to impose fines or shut down a unit, or both, depending upon its
assessment of the severity of the situation, until compliance is achieved.
Although we have no reason to anticipate a serious nuclear incident at any of
the nuclear generating units owned and operated by our subsidiaries, if an
incident did occur, it could materially and adversely affect our business,
financial position, results of operations and liquidity. </p>
<p align="justify">In addition, concerns are being expressed in public forums
about the safety of nuclear generating units and nuclear fuel, in particular in
the northeastern United States, which is where the Non-Utility Nuclear
generating units are located. These concerns have led to, and are expected to
continue to lead to, various proposals to federal regulators as well as
governing bodies in some localities where our subsidiaries own nuclear
generating units for legislative and regulatory changes that could lead to the
shut-down of nuclear units, denial of license extension applications,
municipalization of nuclear units, restrictions on nuclear units as a result of
unavailability of sites for spent nuclear fuel disposal, or other adverse
effects on owning and operating nuclear generating units. We vigorously respond
to these concerns and proposals. However, if any of the proposals relating to
legislative and regulatory changes becomes effective, it could have a material
adverse effect on our results of operations, financial condition and liquidity.
</p>
<b>
<p align="justify">The litigation environment in the states in which certain
Entergy subsidiaries operate poses a significant risk to those businesses.</p>
</b>
<p align="justify">We and our subsidiaries are involved in the ordinary course
of business in a number of lawsuits involving employment, ratepayer, and
injuries and damages issues, among other matters. States in which the domestic
utility companies operate, in particular Louisiana, Mississippi and Texas, have
proven to be unusually litigious environments. Judges and juries in these states
have demonstrated a willingness to grant large verdicts, including punitive
damages, to plaintiffs in personal injury, property damage, and business tort
cases. We and our subsidiaries use legal and appropriate means to contest
litigation threatened or filed against us, but the litigation environment in
these states poses a significant business risk.</p>
<b>
<p align="justify">Risk Factors Relating to the Equity Units</p>
<p align="justify">You will bear the entire risk of a decline in the price of
our common stock.</p>
</b>
<p align="justify">Although as a holder of an Equity Unit you will have a
beneficial ownership interest in the related senior note, Treasury portfolio or
Treasury securities, as the case may be, you do have an obligation to buy shares
of our common stock pursuant to the purchase contract that is a part of the
Equity Unit. On the purchase contract settlement date, unless the purchase
contracts are terminated due to our bankruptcy, insolvency or reorganization or
are settled early, (1) in the case of Corporate Units where there has been no
successful optional remarketing, unless you pay cash to satisfy your obligation
under the purchase contract, either the proceeds derived from the successful
final remarketing of the senior notes or, if no successful final remarketing has
occurred, the put price paid upon the automatic put of the senior notes, (2) in
the case of Corporate Units where there has been a successful optional
remarketing, the proceeds from the Treasury portfolio when paid at maturity, or
(3) in the case of Treasury Units, the proceeds of the related Treasury
securities when paid at maturity, will in each case automatically be used to
purchase a specified number of shares of our common stock on your behalf.</p>
<p align="justify">The number of shares of our common stock that you will
receive upon the settlement of a purchase contract is not fixed but instead will
depend on the average of the closing price per share of our common stock on each
of the twenty consecutive trading days ending on the third trading day
immediately preceding the purchase contract settlement date, which we refer to
as the applicable market value. There can be no assurance that the market value
of common stock received by you on the purchase contract settlement date will be
equal to or greater than the effective price per share paid by you for our
common stock on the date of issuance of the Equity Units. If the applicable
market value of the common stock is less than the reference price of $ , the
market value of the common stock issued to you pursuant to each purchase
contract on the purchase contract settlement date (assuming that the market
value is the same as the applicable market value of the common stock) will be
less than the effective price per share paid by you for the common stock.
Accordingly, you assume the risk that the market value of our common stock may
decline, and that the decline could be substantial.</p>
<b>
<p align="justify">You will receive only a portion of any appreciation in our
common stock price.</p>
</b>
<p align="justify">Your opportunity for equity appreciation afforded by
investing in the Equity Units is less than your opportunity for equity
appreciation if you invested directly in our common stock. The opportunity is
less because the market value of the common stock to be received by you pursuant
to the purchase contract on the purchase contract settlement date (assuming that
the market value is the same as the applicable market value of the common stock)
will only exceed the price per share paid by you for our common stock on the
purchase contract settlement date if the applicable market value of the common
stock exceeds the threshold appreciation price of approximately $ (which
represents an appreciation of % over the reference price of $ ). If the
applicable market value of our common stock exceeds the reference price but
falls below the threshold appreciation price, you will realize no equity
appreciation of the common stock for the period during which you own the
purchase contract. Furthermore, if the applicable market value of our common
stock equals or exceeds the threshold appreciation price, you would receive on
the purchase contract settlement date only approximately % of the value of the
shares of common stock you could have purchased with $50 at the time of this
offering.</p>
<b>
<p align="justify">The trading price of our common stock and the general level
of interest rates and our credit quality will directly affect the trading price
for the Corporate Units and Treasury Units.</p>
</b>
<p align="justify">It is impossible to predict whether the price of our common
stock or interest rates will rise or fall. Our operating results and prospects,
as well as economic, financial and other factors, will affect trading prices of
our common stock. In addition, market conditions can affect the capital markets
generally, thereby affecting the price of our common stock. These conditions may
include the level of, and fluctuations in, the trading prices of stocks
generally and sales of substantial amounts of our common stock in the market
after the offering of the Corporate Units or the perception that those sales
could occur. Fluctuations in interest rates may give rise to arbitrage
opportunities based upon changes in the relative value of our common stock
underlying the purchase contracts and of the other components of the Corporate
Units and Treasury Units. The arbitrage could, in turn, affect the trading
prices of the Corporate Units and Treasury Units and our common stock.</p>
<b>
<p align="justify">You may suffer dilution of our common stock issuable upon
settlement of your purchase contract.</p>
</b>
<p align="justify">The number of shares of our common stock issuable upon
settlement of your purchase contract is subject to adjustment only for stock
splits and combinations, stock dividends and specified other transactions that
significantly modify our capital structure. See &quot;Description of the Purchase
Contracts - Anti-Dilution Adjustments.&quot; The number of shares of our common stock
issuable upon settlement of each purchase contract is not subject to adjustment
for other events, such as certain employee stock option grants or offerings of
common stock for cash, or in connection with acquisitions or other transactions
that may adversely affect the price of our common stock. There can be no
assurance that an event that adversely affects the value of the Equity Units,
but does not result in an adjustment to the settlement rate, will not occur. The
terms of the Equity Units do not restrict our ability to offer common stock in
the future or to engage in other transactions that could dilute our common
stock. We have no obligation to consider the interests of the holders of the
Equity Units in engaging in any such offering or transaction. If we issue
additional shares of common stock, those issuances may materially and adversely
affect the price of our common stock and, because of the relationship of the
number of shares holders are to receive on the purchase contract settlement date
to the price of our common stock, those issuances may adversely affect the
trading price of the Equity Units.</p>
<b>
<p align="justify">You will have no rights as a common stockholder but will be
subject to all changes with respect to our common stock.</p>
</b>
<p align="justify">Until you acquire shares of our common stock upon settlement
of your purchase contract, you will have no rights with respect to our common
stock, including voting rights, rights to respond to tender offers and rights to
receive any dividends or other distributions on our common stock, but you will
be subject to all changes affecting our common stock. Upon settlement of your
purchase contract, you will be entitled to exercise the rights of a holder of
common stock only as to actions for which the record date occurs after the
settlement date.</p>
<b>
<p align="justify">Your rights to the pledged securities will be subject to our
security interest and may be affected by a bankruptcy proceeding.</p>
</b>
<p align="justify">Although you will have a beneficial ownership interest in the
related senior notes or Treasury securities or the Treasury portfolio, as
applicable, those interests will be pledged to us through the collateral agent
to secure your obligations under the related purchase contracts. Thus, your
rights to the pledged securities will be subject to our security interest. In
addition, notwithstanding the automatic termination of the purchase contracts,
in the event that we become the subject of a case under the U.S. Bankruptcy
Code, the delivery of the pledged securities to you may be delayed by the
imposition of the automatic stay under Section 362 of the Bankruptcy Code, or
other relief sought by the collateral agent, the purchase contract agent or
another party asserting an interest in the pledged securities. Moreover, claims
arising out of the senior notes will be subject to the equitable jurisdiction
and powers of the bankruptcy court. For example, although we do not believe such
an argument would prevail, following the termination of the purchase contracts,
a party in interest in the bankruptcy proceeding might argue that the holders of
senior notes should be treated as equity holders, rather than creditors, in the
bankruptcy proceeding.</p>
<b>
<p align="justify">The secondary market for the Corporate Units, the Treasury
Units and the senior notes may be illiquid; the Corporate Units will not be
listed on any stock exchange.</p>
</b>
<p align="justify">We are unable to predict how the Corporate Units, the
Treasury Units and the senior notes will trade in the secondary market or
whether that market will be liquid or illiquid. There is currently no secondary
market for the Corporate Units, the Treasury Units and the senior notes. We have
no obligation or current intention to apply for any listing of the Corporate
Units, Treasury Units or the senior notes on any stock exchange. We have been
advised by the representative that the underwriters presently intend to make a
market for the Corporate Units; however, they are not obligated to do so and any
market making may be discontinued at any time without notice. There can be no
assurance as to the liquidity of any market that may develop for the Corporate
Units, the Treasury Units or the senior notes, your ability to sell such
securities or whether a trading market, if it develops, will continue. In
addition, in the event that sufficient numbers of Corporate Units are converted
to Treasury Units, the liquidity of Corporate Units could be adversely affected.
</p>
<b>
<p align="justify">We may redeem the senior notes upon the occurrence of a
special event.</p>
</b>
<p align="justify">We have the option to redeem the senior notes on not less
than 30 days prior written notice, in whole but not in part, at any time before
the earlier of the date of a successful remarketing of the senior notes
underlying the Corporate Units and the purchase contract settlement date if a
special event occurs and continues under the circumstances described in this
prospectus. See &quot;Description of the Senior Notes - Optional Redemption - Special
Event.&quot; If we redeem the senior notes, we will pay a redemption price in cash as
described in this prospectus to the holders of any separate senior notes, and,
with respect to senior notes underlying Corporate Units, we will distribute the
redemption price to the collateral agent, who in turn will purchase the Treasury
portfolio on your behalf, and will remit the remainder of the redemption price,
if any, to you as the holder. The Treasury portfolio will be substituted for the
senior notes as collateral to secure your obligations under the purchase
contracts related to the Corporate Units. If your senior notes are not
components of Corporate Units, you, rather than the collateral agent, will
receive the related redemption payment. There can be no assurance as to the
effect on the market price for the Corporate Units if we substitute the Treasury
portfolio as collateral in place of any senior notes so redeemed. A special
event redemption will be a taxable event to the holders of the senior notes. In
addition to the foregoing, we may, in connection with a successful remarketing
and an election to extend the maturity date of the senior notes, add additional
redemption dates to the senior notes which would apply regardless of the
occurrence of a special event. In no case will an additional redemption date be
added which falls before February 17, 2011.</p>
<b>
<p>We are a holding company and, therefore, the senior notes and the contract
adjustment payments will be effectively subordinated to the debt and preferred
stock of our subsidiaries.</p>
</b>
<p align="justify">We are a holding company and derive substantially all of our
income from our operating subsidiaries. As a result, our cash flows and
consequent ability to service our debt, including the senior notes and the
contract adjustment payments, are dependent upon the earnings of our
subsidiaries and distribution of those earnings to us and other payments or
distributions of funds by our subsidiaries to us, including payments of
principal and interest under intercompany indebtedness. Our operating
subsidiaries are separate and distinct legal entities and will have no
obligation, contingent or otherwise, to pay any dividends or make any other
distributions (except for payments required pursuant to the terms of
intercompany indebtedness) to us or to otherwise pay amounts due with respect to
the senior notes or the contract adjustment payments or to make specific funds
available for such payments. Prior to making dividend payments or other
distributions to us, our subsidiaries have financial obligations, as well as
contractual or statutory limitations on distributions that must be satisfied,
including those relating to debt service, preferred stock dividends and other
trade creditor obligations. Provisions within the articles of incorporation or
pertinent indentures and various other agreements relating to the long-term debt
and preferred stock of certain of our subsidiaries restrict the payment of cash
dividends or other distributions on their common and preferred stock. As of
September 30, 2005, Entergy Arkansas and Entergy Mississippi had restricted
retained earnings unavailable for distribution to us of $396.4 million and $68.5
million, respectively. In addition, because Entergy New Orleans has filed a
voluntary petition in the United States Bankruptcy Court for the Eastern
District of Louisiana seeking reorganization relief under the provisions of
Chapter 11 of the United States Bankruptcy Code, Entergy New Orleans' retained
earnings as of September 30, 2005 of $99.2 million are currently unavailable for
distribution to us. Until the effective date of its repeal, the Public Utility
Holding Company Act of 1935, or PUHCA, provides that, without approval of the
SEC, the unrestricted, undistributed retained earnings of any subsidiary of ours
are not available for distribution to our common stockholders until such
earnings are made available to us through the declaration of dividends by such
subsidiaries. Our subsidiaries are also prohibited under PUHCA from making loans
or advances to us without approval of the SEC until the effective date of
PUHCA's repeal. Repeal of PUHCA will be effective February 8, 2006.</p>
<p align="justify">Because we are a holding company and conduct substantially
all of our operations through subsidiaries, holders of the senior notes will
generally have a position junior to the claims of creditors of our subsidiaries
and preferred stockholders of our subsidiaries. As of September 30, 2005, our
subsidiaries had approximately $6.7&nbsp;billion aggregate principal amount of debt
outstanding and $334&nbsp;million aggregate liquidation preference of preferred stock
outstanding. In addition, our obligations with respect to the contract
adjustment payments will be subordinated and junior in right of payment to our
obligations under any of our senior indebtedness.</p>
<b>
<p align="justify">Our indenture does not limit the amount of debt that we or
our subsidiaries may issue or incur.</p>
</b>
<p align="justify">The senior notes will be issued as a new series of unsecured
debt securities under an indenture between us and Deutsche Bank Trust Company
Americas, as trustee, and will rank equally and ratably in right of payment with
all of our other unsecured and unsubordinated debt. After giving effect to the
issuance and sale of the senior notes, and the application of the net proceeds
therefrom, as of September 30, 2005, we would have had approximately $ billion
of indebtedness outstanding that would have ranked equally with the senior
notes. In addition, we have been granted authority by the SEC to issue up to $3
billion of guarantees for the benefit of our non-utility subsidiaries and we
expect to have such guarantees outstanding from time to time in various
aggregate amounts. Except in limited circumstances, the indenture does not limit
our ability or the ability of our subsidiaries to issue or incur debt or other
liabilities. </p>
<b>
<p align="justify">The allocation of the purchase price for U.S. federal income
tax purposes may not be followed by the IRS.</p>
</b>
<p align="justify">Although the Internal Revenue Service (the &quot;IRS&quot;) has issued
a Revenue Ruling addressing the treatment of units similar to the Equity Units,
no statutory, judicial or administrative authority directly addresses the
treatment of the Equity Units or instruments substantially identical to the
Equity Units for U.S. federal income tax purposes. No assurance can be given
that the conclusions in the Revenue Ruling would apply to the Equity Units. As a
result, the United States federal income tax consequences of the purchase,
ownership and disposition of Equity Units are not entirely clear. </p>
<p align="justify">We and you will agree to treat your acquisition of an Equity
Unit as an acquisition of the undivided beneficial interest in the senior note
and the purchase contract that, combined, constitute such Equity Unit. The
purchase price of each Equity Unit will be allocated between the two components
in proportion to their respective fair market values at the time of purchase.
Such allocation will establish your initial federal income tax basis in the
senior note and the purchase contract. We will report the fair market value of
each undivided beneficial interest in a senior note as $ and the fair market
value of each purchase contract as $ . This allocation generally will be binding
on you, but not the IRS. Any allocation of basis by the IRS to the purchase
contract may affect the timing or amount of your income, gain or loss on the
senior notes or purchase contracts and may affect the tax basis in common stock
received under a purchase contract. For additional information, see &quot;Certain
United States Federal Income Tax Consequences.&quot;</p>
<b>
<p align="justify">You may have to pay taxes with respect to distributions on
our common stock that you do not receive.</p>
</b>
<p align="justify">The number of shares of common stock that you are entitled to
receive on the purchase contract settlement date or as a result of early
settlement of a purchase contract is subject to adjustment for certain events
arising from stock splits and combinations, stock dividends, certain cash
dividends and certain other actions by us that modify our capital structure. See
&quot;Description of the Purchase Contracts - Anti-Dilution Adjustments.&quot; If the
settlement rate is adjusted as a result of a distribution that is taxable to our
common stock holders, you could be required to include an amount in income for
U.S. federal income tax purposes, notwithstanding the fact that you do not
actually receive such distribution. In addition, non-U.S. holders of Equity
Units may, in certain circumstances, be deemed to have received a distribution
subject to U.S. federal withholding tax requirements. See &quot;Certain United States
Federal Income Tax Consequences - U.S. Holders - Purchase Contracts - Adjustment
to Settlement Rate&quot; and &quot; - Non-U.S. Holders - United States Federal Withholding
Tax.&quot;</p>
<b>
<p>You will be required to accrue original issue discount on the senior notes
for United States federal income tax purposes.</p>
</b>
<p align="justify">Because of the manner in which the interest rate on the
senior notes is reset, the senior notes should be classified as contingent
payment debt instruments subject to the &quot;noncontingent bond method&quot; for accruing
original issue discount for United States federal income tax purposes. As a
result, you will be required to accrue original issue discount on the senior
notes or the applicable ownership interests in senior notes that are a component
of the Corporate Units in your gross income on a constant yield-to-maturity
basis, regardless of your usual method of tax accounting. For all accrual
periods beginning before the earlier of the reset effective date and February
17, 2009, the original issue discount that accrues on the senior notes will
exceed the stated interest payments on the senior notes. In addition, gain
recognized on the senior notes during certain periods will be treated as
ordinary income for U.S. federal income tax purposes. See &quot;Certain United States
Federal Income Tax Consequences-U.S. Holders-Senior Notes.&quot; </p>
<b>
<p align="justify">You may not be able to exercise your right to settle a
purchase contract prior to the purchase contract settlement date unless a
registration statement under the Securities Act of 1933 is in effect and a
prospectus is available covering the shares of common stock deliverable upon
early settlement of a purchase contract. You will not be able to exercise your
early settlement right, in any case, until March 1, 2006.</p>
</b>
<p align="justify">The early settlement right under the purchase contracts is
subject to the condition that, if required under the U.S. federal securities
laws, we have a registration statement under the Securities Act of 1933 in
effect and an available prospectus covering the shares of common stock and other
securities, if any, deliverable upon settlement of a purchase contract. Although
we have agreed to use our commercially reasonable efforts to have such a
registration statement in effect and to provide a prospectus if so required
under the U.S. federal securities laws, any failure or inability to maintain an
effective registration statement or to have available a prospectus covering the
common stock, including as a result of pending corporate events or announcements
that prevent the delivery of a current prospectus, may prevent or delay an early
settlement. In addition, you will not be able to exercise your early settlement
right (either generally or in connection with a cash merger) until March 1,
2006.</p>
<font size="3"><b>
<p align="center">RATIO OF EARNINGS TO FIXED CHARGES</p>
</b></font>
<p>The following table shows our ratio of earnings to fixed charges for the
periods indicated:</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="3" cellPadding="0" width="630" border="0">
    <tr>
      <td vAlign="top" width="24%">
      <p align="center">Twelve Months Ended<br>
      September 30,</p>
      </td>
      <td vAlign="bottom" width="76%" colSpan="5">
      <p align="center">Year Ended<br>
      December 31,</td>
    </tr>
    <tr>
      <td vAlign="top" width="24%">
      <p align="center">2005</td>
      <td vAlign="top" width="20%">
      <p align="center">2004</td>
      <td vAlign="top" width="13%">
      <p align="center">2003</td>
      <td vAlign="top" width="15%">
      <p align="center">2002</td>
      <td vAlign="top" width="14%">
      <p align="center">2001</td>
      <td vAlign="top" width="13%">
      <p align="center">2000</td>
    </tr>
    <tr>
      <td vAlign="top" width="24%">
      <p align="center">3.34</td>
      <td vAlign="top" width="20%">
      <p align="center">3.28</td>
      <td vAlign="top" width="13%">
      <p align="center">2.58</td>
      <td vAlign="top" width="15%">
      <p align="center">2.02</td>
      <td vAlign="top" width="14%">
      <p align="center">2.17</td>
      <td vAlign="top" width="13%">
      <p align="center">2.36</td>
    </tr>
  </table>
  </center>
</div>
<b>
<p align="center">&nbsp;</p>
</b>
<p align="justify">As defined by Item&nbsp;503(d) of Regulation&nbsp;S-K of the SEC,
&quot;Earnings&quot; represent the aggregate of (a)&nbsp;income before the cumulative effect of
an accounting change and before undistributed income of equity investees,
(b)&nbsp;taxes based on income, (c)&nbsp;investment tax credit adjustments&nbsp;- net and
(d)&nbsp;fixed charges, less preferred security dividend requirements of consolidated
subsidiaries and capitalized interest. &quot;Fixed Charges&quot; as defined by Item&nbsp;503(d)
of Regulation&nbsp;S-K of the SEC include interest (whether expensed or capitalized),
related amortization, estimated interest applicable to rentals charged to
operating expenses, and preferred security dividend requirements of consolidated
subsidiaries. </p>
<font size="3"><b>
<p align="center">FORWARD-LOOKING STATEMENTS</p>
</b>
<p align="justify"></font>In this prospectus and from time to time, we make
statements concerning our expectations, beliefs, plans, objectives, goals,
strategies, and future events or performance. Such statements are
&quot;forward-looking statements&quot; within the meaning of the Private Securities
Litigation Reform Act of 1995. Although we believe that these forward-looking
statements and the underlying assumptions are reasonable, we cannot provide
assurance that they will prove correct. Except to the extent required by the
federal securities laws, we undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise. </p>
<p align="justify">Forward-looking statements involve a number of risks and
uncertainties, and there are factors that could cause actual results to differ
materially from those expressed or implied in the statements. Some of those
factors (in addition to others described elsewhere in this prospectus and in
subsequent securities filings) include:</p>
<ul>
  <li>resolution of pending and future rate cases and negotiations, including
  various performance-based rate discussions and implementation of new Texas
  legislation, and other regulatory proceedings, including those related to our
  System Agreement and our utility supply plan; </li>
  <li>our ability to manage our operation and maintenance costs; </li>
  <li>the performance of our generating plants, and particularly the capacity
  factors at our nuclear generating facilities; </li>
  <li>prices for power generated by our unregulated generating facilities, the
  ability to hedge, sell power forward or otherwise reduce the market price risk
  associated with those facilities, including the Non-Utility Nuclear plants,
  the ability to meet credit support requirements, and the prices and
  availability of power we must purchase for our utility customers; </li>
  <li>our ability to develop and execute on a point of view regarding prices of
  electricity, natural gas, and other energy-related commodities; </li>
  <li>changes in the financial markets, particularly those affecting the
  availability of capital and our ability to refinance existing debt, execute
  our share repurchase program, and fund investments and acquisitions; </li>
  <li>actions of rating agencies, including changes in the ratings of debt and
  preferred stock, changes in general corporate ratings, and changes in the
  rating agencies' ratings criteria; </li>
  <li>changes in inflation, interest rates, and foreign currency exchange rates;
  </li>
  <li>our ability to purchase and sell assets at attractive prices and on other
  attractive terms; </li>
  <li>volatility and changes in markets for electricity, natural gas, uranium,
  and other energy-related commodities; </li>
  <li>changes in utility regulation, including the beginning or end of retail
  and wholesale competition, the ability to recover net utility assets and other
  potential stranded costs, the establishment of a regional transmission
  organization that includes our utility service territory, and the application
  of market power criteria by the FERC; </li>
  <li>changes in regulation of nuclear generating facilities and nuclear
  materials and fuel, including possible shutdown of nuclear generating
  facilities, particularly those in the northeastern United States; </li>
  <li>uncertainty regarding the establishment of interim or permanent sites for
  spent nuclear fuel storage and disposal; </li>
  <li>resolution of pending or future applications for license extensions or
  modifications of nuclear generating facilities; </li>
  <li>changes in law resulting from the new federal energy legislation,
  including the effects of PUHCA repeal; </li>
  <li>changes in environmental, tax, and other laws, including requirements for
  reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances;
  </li>
  <li>the economic climate, and particularly growth in our service territory;
  </li>
  <li>variations in weather and the occurrence of hurricanes and other storms
  and disasters, including uncertainties associated with efforts to remediate
  the effects of Hurricanes Katrina and Rita and recovery of costs associated
  with restoration including our ability to obtain financial assistance from
  governmental authorities in connection with these storms; </li>
  <li>the outcome of the Chapter 11 bankruptcy proceeding of Entergy New
  Orleans, and the impact, if any, of this proceeding on other Entergy
  companies; </li>
  <li>the potential effects of threatened or actual terrorism and war; </li>
  <li>the effects of our strategies to reduce tax payments; </li>
  <li>the effects of litigation and government investigations; </li>
  <li>changes in accounting standards, corporate governance, and securities law
  requirements; and </li>
  <li>our ability to attract and retain talented management and directors.</li>
</ul>
<font face="Times New Roman Bold"><b>
<p>&nbsp;</p>
<p align="center">WHERE YOU CAN FIND MORE INFORMATION</p>
</b></font>
<p align="justify">We have filed a registration statement on Form S-1 with the
SEC under the Securities Act of 1933. This prospectus is part of the
registration statement, but the registration statement also contains or
incorporates by reference additional information and exhibits. We are subject to
the informational requirements of the Securities Exchange Act of 1934 and,
therefore, we are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our filings are available to the
public on the Internet at the SEC's home page located at <b>http://www.sec.gov</b>
or you may read and copy any document at the SEC's public reference room located
at 100 F Street, N.E., Washington, D.C. 20549. Call the SEC at 1-800-732-0330
for more information about the public reference room and how to request
documents.</p>
<p align="justify">The SEC allows us to &quot;incorporate by reference&quot; the
information filed by us with the SEC, which means we can refer you to important
information without restating it in this prospectus. The information
incorporated by reference is an important part of this prospectus. We
incorporate by reference the documents listed below:</p>
<ol>
  <li>Our Annual Report on Form 10-K for the fiscal year ended December 31,
  2004; </li>
  <li>Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005,
  June 30, 2005 and September 30, 2005;
  </li>
  <li>Our Current Reports on Form 8-K dated May 18, 2005 (filed May 19, 2005),
  dated May 13, 2005 (filed May 19, 2005), dated May 25, 2005 (filed June 1,
  2005), dated June 1, 2005 (filed June 14, 2005), dated July 28, 2005 (filed
  August 3, 2005), dated September 6, 2005 (filed September 6, 2005), dated
  September 20, 2005 (filed September 20, 2005), dated September 22, 2005 (filed
  September 28, 2005), dated September 28, 2005 (filed October 4, 2005), dated
  October 19, 2005 (filed October 19, 2005), and dated October 28, 2005 (filed
  November 2, 2005); and
  </li>
  <li>Our definitive proxy statement dated March 13, 2005, filed on March 25,
  2005 in connection with our 2005 annual meeting of stockholders.
  </li>
</ol>
<p align="justify">We will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not
delivered with the prospectus. You may access a copy of any or all of these
filings, free of charge, at our web site <b>http://www.entergy.com</b> or by
writing or telephoning us at the following address:</p>
<p align="justify">Mr. Christopher T. Screen<br>
Assistant Secretary<br>
Entergy Corporation<br>
500 Clinton Center Drive<br>
Clinton, Mississippi 39056<br>
(601) 339-2363</p>
<p>You may also direct your requests via e-mail to cscreen@entergy.com.</p>
<p align="justify">You should rely only on the information incorporated by
reference or provided in this prospectus. We have not, and the underwriters have
not, authorized anyone else to provide you with different information about us
or the securities. We are not, and the underwriters are not, making an offer of
the securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any other date
than the date on the front of this document or that the documents incorporated
by reference in this prospectus are accurate as of any date other than the date
those documents were filed with the SEC. Our business, financial condition,
results of operations and prospects may have changed since those dates.</p>
<b>
<p>&nbsp;</p>
<p align="center">USE OF PROCEEDS</p>
<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <dir>
            </b><font size="2">
            <p align="center">&nbsp;</p>
          </dir>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
</font>
<p align="justify">The net proceeds from the sale of the Corporate Units in this
offering are estimated to be approximately $ <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;million (approximately $<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>million if
the underwriters fully exercise their over-allotment option to purchase
additional Corporate Units), after deducting the underwriting discounts and
commissions and estimated offering expenses. We will use these net proceeds to
repay debt incurred under our $2 billion five-year revolving credit facility
which expires in May 2010. At <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>, 2005, we had approximately $ <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;billion of debt
outstanding under this facility (including letters of credit issued against this
facility) and the debt had a weighted average interest rate of <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>%. </p>
<p>&nbsp;</p>
<b>
<p align="center">COMMON STOCK PRICE RANGE AND DIVIDENDS</p>
<p align="center">&nbsp;</p>
</b>
<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The shares of our common stock are listed on the
New York Stock Exchange, the Chicago Stock Exchange, and the Pacific Stock
Exchange under the ticker symbol ETR.</p>
<p align="justify">The following table sets forth the range of intra-day high
and low sale prices, as reported on the NYSE Composite Tape, and the cash
dividends declared on our common stock for the periods indicated:</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="0" width="569" border="0">
    <tr>
      <td vAlign="center" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="center" width="281">&nbsp;</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="center" width="10">&nbsp;</td>
      <td vAlign="center" width="37">&nbsp;</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="center" width="9">&nbsp;</td>
      <td vAlign="center" width="61">&nbsp;</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="center" width="72">&nbsp;</td>
      <td vAlign="center" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="bottom" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="281"><b>Price
      Range</b></td>
      <td vAlign="bottom" width="8">&nbsp;&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="47" colSpan="2">
      <b>
      <p align="center">High</b></td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="22">
      &nbsp;&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="70" colSpan="2">
      <b>
      <p align="center">Low</b></td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="16">
      &nbsp;&nbsp;</td>
      <td style="border-bottom: 1px solid" vAlign="bottom" width="78" colSpan="2">
      <b>
      <p align="center">Dividends</b></td>
    </tr>
    <tr>
      <td vAlign="top" width="32">2003</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="281">
      First Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="10">
      $</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="37">
      <p align="right">49.55</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="22">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="9">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="61">
      <p align="right">$42.26</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="16">&nbsp;</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="72">
      $0.35</td>
      <td style="border-top: 1px solid" vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="281">Second Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">54.38</td>
      <td vAlign="bottom" width="22">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$45.90</td>
      <td vAlign="bottom" width="16">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="72">$0.35</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="bottom" width="281">Third Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">54.99</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$47.75</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="bottom" width="72">$0.45</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="281">Fourth Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">57.24</td>
      <td vAlign="bottom" width="22">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$51.06</td>
      <td vAlign="bottom" width="16">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="72">$0.45</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="center" width="32" height="8"></td>
      <td vAlign="center" width="296" colSpan="2" height="8"></td>
      <td vAlign="center" width="55" colSpan="3" height="8"></td>
      <td vAlign="center" width="92" colSpan="3" height="8"></td>
      <td vAlign="center" width="94" colSpan="3" height="8"></td>
    </tr>
    <tr>
      <td vAlign="top" width="32">2004</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="bottom" width="281">First Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">60.20</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$56.01</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="bottom" width="72">$0.45</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="281">Second Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">59.92</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$50.64</td>
      <td vAlign="bottom" width="16">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="72">$0.45</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="bottom" width="281">Third Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">61.98</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$54.43</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="bottom" width="72">$0.45</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="281">Fourth Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">68.67</td>
      <td vAlign="bottom" width="22">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$60.08</td>
      <td vAlign="bottom" width="16">&nbsp;&nbsp;</td>
      <td vAlign="bottom" width="72">$0.54</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="bottom" width="281">&nbsp;</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="bottom" width="10">&nbsp;</td>
      <td vAlign="bottom" width="37">&nbsp;</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">&nbsp;</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="bottom" width="72">&nbsp;</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">2005</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="bottom" width="281">First Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">72.00</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$64.48</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="bottom" width="72">$0.54</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="bottom" width="281">Second Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">76.60</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$69.35</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="bottom" width="72">$0.54</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="bottom" width="281">Third Quarter</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">79.22</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$70.52</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="bottom" width="72">$0.54</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="32">&nbsp;</td>
      <td vAlign="bottom" width="15">&nbsp;</td>
      <td vAlign="bottom" width="281">Fourth Quarter (through
      November 30, 2005)</td>
      <td vAlign="bottom" width="8">&nbsp;</td>
      <td vAlign="bottom" width="10">$</td>
      <td vAlign="bottom" width="37">
      <p align="right">75.99</td>
      <td vAlign="bottom" width="22">&nbsp;</td>
      <td vAlign="bottom" width="9">&nbsp;</td>
      <td vAlign="bottom" width="61">
      <p align="right">$67.16</td>
      <td vAlign="bottom" width="16">&nbsp;</td>
      <td vAlign="bottom" width="72">&nbsp;</td>
      <td vAlign="bottom" width="6">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="center" width="32" height="8"></td>
      <td vAlign="center" width="296" colSpan="2" height="8"></td>
      <td vAlign="center" width="55" colSpan="3" height="8"></td>
      <td vAlign="center" width="92" colSpan="3" height="8"></td>
      <td vAlign="center" width="94" colSpan="3" height="8"></td>
    </tr>
  </table>
  </center>
</div>
<p align="justify">On November 30, 2005, the reported last sale price of our
common stock on the New York Stock Exchange was $70.00 per share.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
<p>As of November 14, 2005, we had 49,569<font face="Arial" color="#000080">
</font>stockholders of record and 207,479,783<font face="Arial" color="#000080">
</font>shares of common stock outstanding.</p>
<p>Declarations of dividends on our common stock are made at the discretion of
our Board of Directors. Among other things, the Board evaluates the level of our
common stock dividends based upon our earnings, financial strength, and future
investment opportunities.</p>
<b>
<p align="center">ACCOUNTING TREATMENT</p>
</b>
<p align="justify">The net proceeds from the sale of the Corporate Units will be
allocated between the purchase contracts and the senior notes in our financial
statements based on the underlying fair value of each instrument at the time of
issuance. The present value of the Corporate Units contract adjustment payments
will be initially recorded as a reduction to common stockholders' equity (common
stock and paid-in capital), with an offsetting credit to liabilities. This
liability is accreted over three years by interest charges to the income
statement based on a constant rate calculation. Subsequent contract adjustment
payments will reduce this liability. </p>
<p align="justify">The purchase contracts are forward transactions in our common
stock. Upon settlement of each purchase contract, we will receive $50 pursuant
to that purchase contract and will issue the requisite number of shares of our
common stock. The $50 we receive will be credited to common stockholders' equity
(common stock and paid-in capital). </p>
<p align="justify">Before the issuance of shares of our common stock upon
settlement of the purchase contracts, the purchase contracts will be reflected
in our diluted earnings per share calculations using the treasury stock method.
Under this method, the number of shares of our common stock used in calculating
diluted earnings per share, based on the settlement formula applied at the end
of each reporting period, is deemed to be increased by the excess, if any, of
the number of shares that would be issued upon settlement of the purchase
contracts less the number of shares that could be purchased by us in the market,
at the average market price during the period, using the proceeds receivable
upon settlement. Consequently, we anticipate there will be no dilutive effect on
our earnings per share except during periods when the average market price of
our common stock is above the threshold appreciation price of
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;. </p>
<b>
<p align="center">&nbsp;</p>
<p align="center"><a name="_Toc118132942">DESCRIPTION OF THE EQUITY UNITS</a></p>
</b><i>
<p align="justify">The following is a summary of some of the terms of the Equity
Units. This summary together with the summary of the terms of the purchase
contracts, the purchase contract and pledge agreement and the senior notes set
forth under the captions &quot;Description of the Purchase Contracts,&quot; &quot;Certain
Provisions of the Purchase Contracts and the Purchase Contract and Pledge
Agreement,&quot; &quot;Description of the Senior Notes&quot; and &quot;Description of the Common
Stock&quot; in this prospectus contains a description of all of the material terms of
the Equity Units but is not complete, and we refer you to the agreements which
will govern your rights as holders of the Equity Units and which have been or
will be filed or incorporated by reference as exhibits to the registration
statement of which this prospectus is a part. </p>
</i><b>
<p align="justify">General</p>
</b>
<p align="justify">We will issue the Equity Units under the purchase contract
and pledge agreement between us and The Bank of New York, as purchase contract
agent and trustee (the &quot;purchase contract agent&quot;) and JPMorgan Chase Bank, N.A.,
as collateral agent, custodial agent and securities intermediary (the
&quot;collateral agent&quot;). The Equity Units may be either Corporate Units or Treasury
Units. The Equity Units will initially consist of Corporate Units, each with a
stated amount of $50.</p>
<p align="justify">Each Corporate Unit offered by us will consist of:</p>
<dir>
  <li>
      <p align="justify">a purchase contract under which the holder will agree
      to purchase from us on February 17, 2009, which we refer to as the
      &quot;purchase contract settlement date,&quot; or upon early settlement, for $50, a
      number of shares of our common stock equal to the applicable settlement
      rate described under &quot;Description of the Purchase Contracts - General&quot; or
      &quot;Description of the Purchase Contracts - Early Settlement,&quot; as the case
      may be, and under which we will pay to the holder quarterly contract
      adjustment payments at the rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% of the $50 stated amount per
      year, or $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; per year; and</p>
      </li>
</dir>
<ul>
  <li>
      <p align="justify">either:</p>
      </li>
</ul>
<blockquote>
<dir>
  <li>
        <p align="justify">a 1/20, or 5%, undivided beneficial ownership
        interest in a $1,000 principal amount senior note initially due February
        17, 2011 issued by us, and under which we will pay to the holder 1/20,
        or 5%, of the interest payment on a $1,000 principal amount senior note
        at the initial rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, or $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; per year; or</p>
        </li>
  <li>
        <p align="justify">following a successful optional remarketing or a
        special event redemption, the applicable ownership interest in a
        portfolio of U.S. Treasury securities, which we refer to as the
        &quot;Treasury portfolio.&quot;</p>
      </li>
</dir>
</blockquote>
<p align="justify">&quot;Applicable ownership interest&quot; means, with respect to a
Corporate Unit and the U.S. Treasury securities in the Treasury portfolio,</p>
<p align="justify">(1) a 1/20, or 5%, undivided beneficial ownership interest in
$1,000 face amount of U.S. Treasury securities (or principal or interest strips
thereof) included in the Treasury portfolio that mature on February 15, 2009,
and</p>
<p align="justify">(2) for each scheduled interest payment date on the senior
notes that occurs after the date of a special event redemption and on or before
the purchase contract settlement date, in the case of a special event
redemption, or for the scheduled interest payment date occurring on February 17,
2009, in the case of a successful optional remarketing, a &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% undivided
beneficial ownership interest in $1,000 face amount of U.S. Treasury securities
(or principal or interest strips thereof) included in the Treasury portfolio
that mature on or prior to the business day immediately preceding such payment
date.</p>
<p align="justify">The fair market value of the Corporate Units we issue will be
recorded in our financial statements based on an allocation between the purchase
contracts and the senior notes in proportion to their respective fair market
values at the time of issuance. Under the purchase contract and pledge
agreement, you will be deemed to have agreed to allocate all of the purchase
price to your undivided interest in the senior notes, so your initial tax basis
in each purchase contract will be $0.00 and the initial tax basis in the
undivided beneficial ownership interest in a senior note will be $50. This
position will be binding on each beneficial owner of each Equity Unit, but not
on the IRS.</p>
<p align="justify">So long as the units are in the form of Corporate Units, the
related undivided beneficial ownership interest in the senior note or the
applicable ownership interest in the Treasury portfolio, as the case may be,
will be pledged to us through the collateral agent to secure the holders'
obligations to purchase our common stock under the related purchase contracts.</p>
<b>
<p align="justify">Creating Treasury Units by Substituting a Treasury Security
for a Senior Note</p>
</b>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a special event redemption,
each holder of 20 Corporate Units may create, at any time on or prior to the
second business day immediately preceding the first day of the final remarketing
period referred to under &quot;Description of the Purchase Contracts - Remarketing&quot;
below (subject to an optional remarketing as described below), 20 Treasury Units
by substituting for a senior note a zero-coupon U.S. Treasury security (CUSIP
No. 912820JW8) with a principal amount at maturity equal to $1,000 and maturing
on February 15, 2009, and payable on the purchase contract settlement date,
which we refer to as a &quot;Treasury security.&quot; This substitution would create 20
Treasury Units and the related senior note would be released to the holder and
would be separately tradable from the Treasury Units. Because Treasury
securities and senior notes are issued in integral multiples of $1,000, holders
of Corporate Units may make the substitution only in integral multiples of 20
Corporate Units. If the Treasury portfolio has replaced the senior notes as a
component of the Corporate Units as a result of a special event redemption,
holders of Corporate Units may substitute Treasury securities for the applicable
ownership interests in the Treasury portfolio only in integral multiples of
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Corporate Units. If there has been a successful optional remarketing,
holders may not create Treasury Units from Corporate Units.</p>
<p align="justify">Each Treasury Unit will consist of:</p>
<dir>
  <li>
      <p align="justify">a purchase contract under which the holder will agree
      to purchase from us on the purchase contract settlement date, or upon
      early settlement, for $50, a number of shares of our common stock equal to
      the applicable settlement rate, and under which we will pay to the holder
      quarterly contract adjustment payments at the rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% of the
      stated amount per year; and</p>
      </li>
  <li>
      <p align="justify">a 1/20, or 5%, undivided beneficial ownership
      interest in a Treasury security.</p>
    </li>
</dir>
<p align="justify">The term &quot;business day&quot; means any day other than a Saturday
or a Sunday or a day on which banking institutions and trust companies in New
York City, New York are authorized or required by law or executive order to
remain closed.</p>
<p align="justify">The Treasury Unit holder's beneficial ownership interest in
the Treasury security will be pledged to us through the collateral agent to
secure the holder's obligation to purchase our common stock under the related
purchase contracts.</p>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units, to create 20 Treasury Units, a holder is
required to:</p>
<dir>
  <li>
      <p align="justify">deposit with the collateral agent a Treasury
      security, which must be purchased in the open market at the expense of the
      Corporate Unit holder; and</p>
      </li>
  <li>
      <p align="justify">transfer to the purchase contract agent 20 Corporate
      Units, accompanied by a notice stating that the holder of the Corporate
      Units has deposited a Treasury security with the collateral agent, and
      requesting that the purchase contract agent instruct the collateral agent
      to release the related senior note.</p>
    </li>
</dir>
<p align="justify">Upon receiving instructions from the purchase contract agent
and receipt of the Treasury security, the collateral agent will release the
related senior note from the pledge and deliver it to the purchase contract
agent on behalf of the holder, free and clear of our security interest. The
purchase contract agent then will:</p>
<dir>
  <li>
      <p align="justify">cancel the 20 Corporate Units;</p>
      </li>
  <li>
      <p align="justify">transfer the related senior note to the holder; and</p>
      </li>
  <li>
      <p align="justify">deliver 20 Treasury Units to the holder.</p>
    </li>
</dir>
<p align="justify">The Treasury security will be substituted for the senior note
and will be pledged to us through the collateral agent to secure the holder's
obligation to purchase shares of our common stock under the related purchase
contracts. The senior note thereafter will trade separately from the Treasury
Units.</p>
<p align="justify">If the Treasury portfolio has replaced the senior notes as a
component of the Corporate Units as a result of a special event redemption, the
Corporate Unit holder will follow the same procedure to create a Treasury Unit,
except the holder will have to deposit integral multiples of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Corporate
Units and the purchase contract agent will transfer the related applicable
ownership interests in the Treasury portfolio.</p>
<p align="justify">Holders who create Treasury Units or recreate Corporate
Units, as discussed below, will be responsible for any fees or expenses payable
to the collateral agent in connection with substitutions of collateral. See
&quot;Certain Provisions of the Purchase Contracts and the Purchase Contract and
Pledge Agreement - Miscellaneous.&quot;</p>
<b>
<p align="justify">Recreating Corporate Units</p>
</b>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a special event redemption,
each holder of 20 Treasury Units will have the right, at any time on or prior to
the second business day immediately preceding the first day of the final
remarketing period (subject to an optional remarketing as described below), to
substitute for the related Treasury security held by the collateral agent a
senior note having an aggregate principal amount equal to $1,000. This
substitution would recreate 20 Corporate Units and the applicable Treasury
security would be released to the holder and would be separately tradable from
the Corporate Units. Because Treasury securities and senior notes are issued in
integral multiples of $1,000, holders of Treasury Units may make the
substitution only in integral multiples of 20 Treasury Units. If the Treasury
portfolio has replaced the senior notes as a component of the Corporate Units as
a result of a special event redemption, holders of Treasury Units may substitute
applicable ownership interests in the Treasury portfolio for Treasury securities
only in integral multiples of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Treasury Units. If there has been a
successful optional remarketing, holders may not recreate Corporate Units from
Treasury Units.</p>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units, to recreate 20 Corporate Units, a holder
is required to:</p>
<dir>
  <li>
      <p align="justify">deposit with the collateral agent a $1,000 principal
      amount senior note, which must be purchased in the open market at the
      expense of the Treasury Unit holder, unless otherwise owned by the holder;
      and</p>
      </li>
  <li>
      <p align="justify">transfer to the purchase contract agent 20 Treasury
      Units, accompanied by a notice stating that the holder of the Treasury
      Units has deposited a $1,000 principal amount senior note with the
      collateral agent, and requesting that the purchase contract agent instruct
      the collateral agent to release the related Treasury security.</p>
      </dir>
<p align="justify">Upon receiving instructions from the purchase contract agent
and receipt of the $1,000 principal amount senior note, the collateral agent
will release the related Treasury security from the pledge and deliver it to the
purchase contract agent, on behalf of the holder, free and clear of our security
interest. The purchase contract agent then will:</p>
<dir>
  <li>
      <p align="justify">cancel the 20 Treasury Units;</p>
      </li>
  <li>
      <p align="justify">transfer the related Treasury security to the holder;
      and</p>
      </li>
  <li>
      <p align="justify">deliver 20 Corporate Units to the holder.</p>
    </li>
</dir>
<p align="justify">The $1,000 principal amount senior note will be substituted
for the Treasury security and will be pledged to us through the collateral agent
to secure the holder's obligation to purchase shares of our common stock under
the related purchase contracts. The Treasury security thereafter will trade
separately from the Corporate Units.</p>
<p align="justify">If the Treasury portfolio has replaced the senior notes as a
component of the Corporate Units as a result of a special event redemption, the
Treasury Unit holder will follow the same procedure to create a Corporate Unit,
except the holder will have to deposit integral multiples of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Treasury
Units and must deposit applicable ownership interests in the Treasury portfolio
with the collateral agent, which must be purchased in the open market at the
expense of the Treasury Unit holder.</p>
<b>
<p align="justify">Current Payments</p>
</b>
<p align="justify">Holders of Corporate Units and Treasury Units will receive
quarterly contract adjustment payments payable by us at the rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per
year on the stated amount of $50 per Equity Unit until the earliest of the
purchase contract settlement date, the early settlement date (in the case of a
cash merger early settlement, as described in &quot;Description of the Purchase
Contracts - Early Settlement Upon Cash Merger&quot;) and the most recent quarterly
payment date on or before any other early settlement of the related purchase
contracts (in the case of an early settlement as described in &quot;Description of
the Purchase Contracts - Early Settlement&quot;). In addition, holders of Corporate
Units will receive quarterly cash distributions consisting of their pro rata
share of interest payments on the senior notes attributable to the undivided
beneficial ownership interest in the senior notes (or distributions on the
applicable ownership interest in the Treasury portfolio if the senior notes have
been replaced by the Treasury portfolio), equivalent to the rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% per
year. There will be no distributions in respect of the Treasury securities that
are a component of the Treasury Units, but the holders of the Treasury Units
will continue to receive the scheduled quarterly interest payments on the senior
notes that were released to them when the Treasury Units were created for as
long as they hold the senior notes. We will make all contract adjustment
payments on the Corporate Units and the Treasury Units quarterly in arrears on
February 17, May 17, August 17 and November 17 of each year, commencing
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17, 2006.</p>
<b>
<p align="justify">Voting and Certain Other Rights</p>
</b>
<p align="justify">Holders of purchase contracts forming part of the Corporate
Units or Treasury Units, in their capacities as such holders, will have no
voting or other rights in respect of our common stock.</p>
<b>
<p align="justify">Repurchase of the Equity Units</p>
</b>
<p align="justify">We may purchase from time to time any of the Equity Units
offered by this prospectus that are then outstanding by tender, in the open
market, by private agreement or otherwise, subject to compliance with applicable
law.<a name="_Toc118132943"></p>
<b>
<p align="center">DESCRIPTION OF THE PURCHASE CONTRACTS</b></a></p>
<i>
<p align="justify">The following description is a summary of some of the terms
of the purchase contracts. The purchase contracts will be issued pursuant to the
purchase contract and pledge agreement between us, the purchase contract agent
and the collateral agent. The description of the purchase contracts and the
purchase contract and pledge agreement in this prospectus contain a summary of
their material terms but do not purport to be complete, and reference is hereby
made to the purchase contract and pledge agreement that has been filed as an
exhibit to the registration statement of which this prospectus is a part.</p>
</i><b>
<p align="justify">Purchase of Common Stock</p>
</b>
<p align="justify">Each purchase contract that is a part of a Corporate Unit or
a Treasury Unit will obligate its holder to purchase, and us to sell, on
February 17, 2009, the purchase contract settlement date (unless the purchase
contract terminates prior to that date or is settled early at the holder's
option), a number of shares of our common stock equal to the settlement rate,
for $50 in cash. The number of shares of our common stock issuable upon
settlement of each purchase contract on the purchase contract settlement date
(which we refer to as the &quot;settlement rate&quot;) will be determined as follows,
subject to adjustment as described under &quot; - Anti-Dilution Adjustments&quot; below:</p>
<p align="justify">(1) If the applicable market value (as defined below) of our
common stock is greater than or equal to $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(subject to adjustment), which
we refer to as the &quot;threshold appreciation price,&quot; the settlement rate will be
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (the &quot;minimum settlement rate&quot;).<br>
<br>
Accordingly, if the market value for the common stock increases between the date
of this prospectus and the period during which the applicable market value is
measured and the applicable market value is greater than the threshold
appreciation price, the aggregate market value of the shares of common stock
issued upon settlement of each purchase contract will be higher than the stated
amount, assuming that the market price of the common stock on the purchase
contract settlement date is the same as the applicable market value of the
common stock. If the applicable market value is the same as the threshold
appreciation price, the aggregate market value of the shares issued upon
settlement will be equal to the stated amount, assuming that the market price of
the common stock on the purchase contract settlement date is the same as the
applicable market value of the common stock.</p>
<p>(2) If the applicable market value of our common stock is less than the
threshold appreciation price of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; but greater than $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(subject to
adjustment), which we refer to as the &quot;reference price,&quot; the settlement rate
will be a number of shares having a value, based on the applicable market value,
equal to $50.<br>
<br>
Accordingly, if the market value for the common stock increases between the date
of this prospectus and the period during which the applicable market value is
measured, but the applicable market value does not exceed the threshold
appreciation price, the aggregate market value of the shares of common stock
issued upon settlement of each purchase contract will be equal to the stated
amount, assuming that the market price of the common stock on the purchase
contract settlement date is the same as the applicable market value of the
common stock.</p>
<p align="justify">(3) If the applicable market value of our common stock is
less than or equal to the reference price of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, the settlement rate will
be &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (the &quot;maximum settlement rate&quot;).<br>
<br>
Accordingly, if the market value for the common stock decreases between the date
of this prospectus and the period during which the applicable market value is
measured and the applicable market value is less than the reference price, the
aggregate market value of the shares of common stock issued upon settlement of
each purchase contract will be less than the stated amount, assuming that the
market price on the purchase contract settlement date is the same as the
applicable market value of the common stock. If the applicable market value is
the same as the reference price, the aggregate market value of the shares will
be equal to the stated amount, assuming that the market price of the common
stock on the purchase contract settlement date is the same as the applicable
market value of the common stock.</p>
<p align="justify">If you elect to settle your purchase contract early in the
manner described under &quot; - Early Settlement,&quot; the number of shares of our common
stock issuable upon settlement of such purchase contract will be &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, the
minimum settlement rate, subject to adjustment as described under &quot; -
Anti-Dilution Adjustments.&quot; We refer to the minimum settlement rate and the
maximum settlement rate collectively as the &quot;fixed settlement rates.&quot;</p>
<p align="justify">&quot;Applicable market value&quot; means the average of the closing
price per share of our common stock on each of the twenty consecutive trading
days ending on the third trading day immediately preceding the purchase contract
settlement date. The threshold appreciation price represents a &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%
appreciation over the reference price of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.</p>
<p align="justify">The term &quot;closing price&quot; of shares of our common stock means,
on any date of determination:</p>
<p align="justify">(1) the closing sale price of shares of our common stock as
of the close of the principal trading session (or, if no closing sale price is
reported, the last reported sale price) per share on the New York Stock Exchange
on such date; or</p>
<p align="justify">(2) if shares of our common stock are not listed for trading
on the New York Stock Exchange on any such date, the closing sale price (or, if
no closing price is reported, the last reported sale price) per share as
reported in the composite transactions for the principal United States
securities exchange on which our common stock is so listed; or</p>
<p align="justify">(3) if shares of our common stock are not so listed on a
United States national or regional securities exchange, the closing sale price
(or, if no closing price is reported, the last reported sale price) per share as
reported by The Nasdaq National Market; or</p>
<p align="justify">(4) if shares of our common stock are not so reported by The
Nasdaq National Market, the last reported quoted bid price for our common stock
in the over-the-counter market; or</p>
<p align="justify">(5) if such bid price is not available, the average of the
mid-point of the last bid and not prices of shares of our common stock on such
date from at least three nationally recognized independent investment banking
firms retained by us for this purpose.</p>
<p align="justify">The term &quot;trading day&quot; means a day on which shares of our
common stock:</p>
<dir>
  <li>
      <p align="justify">are not suspended from trading on any United States
      national or regional securities exchange or association or
      over-the-counter market at the close of business; and</p>
      </li>
  <li>
      <p align="justify">have traded at least once on the United States
      national or regional securities exchange or association or
      over-the-counter market that is the primary market for the trading of the
      shares of our common stock.</p>
    </li>
</dir>
<p align="justify">We will not issue any fractional shares of our common stock
upon settlement of a purchase contract. Instead of a fractional share, the
holder will receive an amount of cash equal to such fraction multiplied by the
applicable market value. If, however, a holder surrenders for settlement at one
time more than one purchase contract, then the number of shares of our common
stock issuable pursuant to such purchase contracts will be computed based upon
the aggregate number of purchase contracts surrendered.</p>
<p align="justify">Unless:</p>
<dir>
  <li>
      <p align="justify">a holder has settled the related purchase contracts
      early by delivery of cash to the purchase contract agent in the manner
      described under &quot; - Early Settlement&quot; or &quot; - Early Settlement Upon Cash
      Merger&quot;;</p>
      </li>
  <li>
      <p align="justify">a holder of Corporate Units has settled the related
      purchase contracts with separate cash in the manner described under &quot; -
      Notice to Settle with Cash&quot;; or</p>
      </li>
  <li>
      <p align="justify">an event described under &quot; - Termination&quot; has
      occurred,</p>
    </li>
</dir>
<p align="justify">then, on the purchase contract settlement date,</p>
<dir>
  <li>
        <p align="justify">in the case of Corporate Units where there has been
        a successful final remarketing, the portion of the proceeds from the
        remarketing equal to the principal amount of the senior notes remarketed
        will automatically be applied to satisfy in full the holder's
        obligations to purchase our common stock under the related purchase
        contracts and any excess proceeds will be delivered to the purchase
        contract agent for the benefit of the holders of Corporate Units; and</p>
        </li>
  <li>
        <p align="justify">in the case of Corporate Units where the Treasury
        portfolio has replaced the senior notes as a component of the Corporate
        Units, the portion of the proceeds of the appropriate applicable
        ownership interests in the Treasury portfolio when paid at maturity
        equal to the stated amount of $50 per our Corporate Unit will
        automatically be applied to satisfy in full the holder's obligation to
        purchase common stock under the related purchase contracts and any
        excess proceeds will be delivered to the purchase contract agent for the
        benefit of the holders of Corporate Units; and</p>
        </li>
  <li>
        <p align="justify">in the case of Corporate Units where there has not
        been a successful remarketing and the Treasury portfolio has not
        replaced the senior notes as a component of the Corporate Units, unless
        holders of Corporate Units elect not to exercise their put right by
        delivering cash to settle their purchase contracts (see &quot; -
        Remarketing&quot;), such holders will be deemed to have elected to apply a
        portion of the proceeds of the put price equal to the principal amount
        of the senior notes to satisfy in full the holder's obligations to
        purchase our common stock under the related purchase contracts and any
        excess proceeds will be delivered to the purchase contract agent for the
        benefit of the holders of Corporate Units; and</p>
        </li>
  <li>
        <p align="justify">in the case of Treasury Units, the proceeds of the
        related Treasury securities, when paid at maturity, will automatically
        be applied to satisfy in full the holder's obligation to purchase our
        common stock under the related purchase contracts.</p>
      </li>
</dir>
<p align="justify">The common stock will then be issued and delivered to the
holder or the holder's designee, upon presentation and surrender of the
certificate evidencing the Corporate Units or the Treasury Units, if in
certificated form, and payment by the holder of any transfer or similar taxes
payable in connection with the issuance of the common stock to any person other
than the holder.</p>
<p align="justify">Prior to the settlement of a purchase contract, the shares of
our common stock underlying each purchase contract will not be outstanding, and
the holder of a purchase contract will not have any voting rights, rights to
dividends or other distributions or other rights of a holder of our common stock
by virtue of holding such purchase contract.</p>
<p align="justify">By purchasing a Corporate Unit or a Treasury Unit, a holder
will be deemed to have, among other things:</p>
<dir>
  <li>
      <p align="justify">irrevocably appointed the purchase contract agent as
      its attorney-in-fact to enter into and perform the purchase contract and
      the related purchase contract and pledge agreement in the name of and on
      behalf of such holder; and</p>
      </li>
  <li>
      <p align="justify">agreed to be bound by the terms and provisions of the
      Corporate Units and Treasury Units and perform its obligations under the
      related purchase contract and the purchase contract and pledge agreement.</p>
    </li>
</dir>
<p align="justify">In addition, each beneficial owner of an Equity Unit, by
acceptance of the beneficial interest therein, will be deemed to have agreed to
treat itself as the owner of the related senior note, applicable ownership
interests in the Treasury portfolio or Treasury security, as the case may be,
and to treat the senior notes as indebtedness for United States federal, state
and local income and franchise tax purposes.</p>
<b>
<p align="justify">Remarketing</p>
</b>
<p align="justify">Pursuant to the remarketing agreement among Citigroup Global
Markets Inc., as the remarketing agent, us and the purchase contract agent (as
attorney-in-fact of the holders), unless a special event redemption or a
termination event has occurred, remarketing of the senior notes underlying the
Corporate Units will be attempted as described below. </p>
<p align="justify">Unless a special event redemption or a termination event has
occurred, we may elect, at our option, for a remarketing of the senior notes to
occur on any optional remarketing date selected by us between November 3, 2008
and November 13, 2008 (the second business day preceding the November 17, 2008
interest payment date) or (unless a successful optional remarketing has already
occurred) between December 1, 2008 and December 11, 2008, whereby the aggregate
principal amount of senior notes that are a part of Corporate Units and any
separate senior notes whose holders have elected to participate in the
remarketing, as described under &quot;Description of the Senior Notes - Remarketing
of the Senior Notes that are not Included in Corporate Units at the Option of
the Holder,&quot; will be remarketed. We refer to each of these remarketings as an
&quot;optional remarketing&quot; and each such period as an &quot;optional remarketing period.&quot;
We will issue a press release and request that the depositary notify its
participants holding Corporate Units, Treasury Units and separate senior notes
of our election to conduct an optional remarketing during an optional
remarketing period no later than 15 days prior to the first day of such optional
remarketing period. In such press release and notice, we will set forth the
proposed optional remarketing date or dates, applicable procedures for holders
of separate senior notes to participate in the optional remarketing, the
applicable procedures for holders of Corporate Units to create Treasury Units,
the applicable procedures for holders of Corporate Units to settle their
purchase contracts early and any other applicable procedures. In connection with
an optional remarketing, the remarketing agent will use its reasonable efforts
to obtain a price for the remarketed senior notes that results in proceeds of at
least 100% of the purchase price for the Treasury portfolio described below
(including, in the case of an optional remarketing occurring between December 1,
2008, and December 11, 2008, accrued and unpaid interest (assuming no reset of
the interest rate) to the remarketing settlement date). To obtain that price,
the remarketing agent may reset the interest rate on the senior notes, as
described under &quot;Description of the Senior Notes - Interest Rate Reset and
Extended Maturity Date.&quot; We will separately pay a fee to the remarketing agent,
as determined by negotiation with the remarketing agent. Holders whose senior
notes are remarketed will not be responsible for the payment of any remarketing
fee in connection with the remarketing.</p>
<p align="justify">If we elect to conduct an optional remarketing on an optional
remarketing date:</p>
<dir>
  <li>
      <p align="justify">you may not settle a purchase contract that is part
      of a Corporate Unit early during the period beginning the second business
      day prior to the first day of the optional remarketing period until the
      third business day following the last day of the optional remarketing
      period;</p>
      </li>
  <li>
      <p align="justify">you may not create Treasury Units during that same
      period; and</p>
      </li>
  <li>
      <p align="justify">you may not recreate Corporate Units from Treasury
      Units during that same period.</p>
    </li>
</dir>
<p align="justify">If we elect to conduct an optional remarketing on an optional
remarketing date, and such remarketing is successful:</p>
<dir>
  <li>
      <p align="justify">settlement of the remarketed senior notes will occur
      on November 17, 2008 (in the case of an optional remarketing occurring
      between November 3, 2008 and November 13, 2008) or the third business day
      following the date of such successful optional remarketing (in the case of
      an optional remarketing occurring between December 1, 2008 and December
      11, 2008);</p>
      </li>
  <li>
      <p align="justify">the interest rate on the senior notes will be reset
      on the reset effective date, which will be the settlement date of such
      successful optional remarketing, as described below under &quot;Description of
      the Senior Notes - Interest&quot;;</p>
      </li>
  <li>
      <p align="justify">your Corporate Units will consist of a purchase
      contract and the applicable ownership interest in the Treasury portfolio;
      and</p>
      </li>
  <li>
      <p align="justify">you may not create Treasury Units or recreate
      Corporate Units from Treasury Units.</p>
    </li>
</dir>
<p align="justify">If we do not elect to conduct an optional remarketing or, if
we do elect to conduct an optional remarketing but the optional remarketing is
not successful, the senior notes will continue to be a component of the
Corporate Units.</p>
<p align="justify">For the purposes of a successful optional remarketing,
&quot;Treasury portfolio purchase price&quot; means the lowest aggregate ask-side price
quoted by a primary U.S. government securities dealer to the quotation agent
between 9:00 a.m. and 11:00 a.m., New York City time,<b> </b>on the optional
remarketing date for the purchase of the Treasury portfolio for settlement on
the optional remarketing settlement date which will be, in the case of an
optional remarketing occurring between November 3 and November 13, 2008,
November 17, 2008, or, in the case of an optional remarketing occurring between
December 1 and December 11, 2008, the third business day immediately following
such successful optional remarketing date.</p>
<p align="justify">Following a successful optional remarketing, the remarketing
agent will purchase, at the Treasury portfolio purchase price, a Treasury
portfolio consisting of:</p>
<dir>
  <li>
      <p align="justify">U.S. Treasury securities (or principal or interest
      strips thereof) that mature on February 15, 2009 in an aggregate amount
      equal to the aggregate principal amount of the senior notes underlying the
      aggregate applicable ownership interests in senior notes comprising the
      Corporate Units on the optional remarketing date, and</p>
      </li>
  <li>
      <p align="justify">U.S. Treasury securities (or principal or interest
      strips thereof) that mature on February 15, 2009 in an aggregate amount
      equal to the aggregate interest payment (assuming no reset of the interest
      rate) that would have been paid to the holders of the Corporate Units on
      the purchase contract settlement date on the aggregate principal amount of
      the senior notes underlying the aggregate applicable ownership interests
      in senior notes comprising the Corporate Units on the optional remarketing
      date.</p>
    </li>
</dir>
<p align="justify">The remarketing agent will deduct the Treasury portfolio
purchase price from the proceeds of the optional remarketing. Any remaining
proceeds of the optional remarketing will be remitted by the remarketing agent
for the benefit of the holders and will be paid promptly after settlement of the
optional remarketing.</p>
<p align="justify">The applicable ownership interests in the Treasury portfolio
will be substituted for the applicable ownership interests in senior notes that
are components of the Corporate Units and will be pledged to us through the
collateral agent to secure the Corporate Unit holders' obligation under the
purchase contracts. On the purchase contract settlement date, a portion of the
proceeds from the Treasury portfolio equal to the aggregate principal amount of
the senior notes underlying the aggregate applicable ownership interests in
senior notes that are components of the Corporate Units at the time of
remarketing will automatically be applied to satisfy the Corporate Unit holders'
obligations to purchase common stock under the purchase contracts. In addition,
proceeds from the Treasury portfolio equal to the interest payment (assuming no
reset of the interest rate) that would have been attributable to the senior
notes that were components of the Corporate Units at the time of remarketing
will be paid on the purchase contract settlement date to the holders of the
Corporate Units.</p>
<p align="justify">If we do not elect to conduct an optional remarketing or, if
we do elect to conduct an optional remarketing but no successful optional
remarketing occurs during any optional remarketing period, unless a special
event redemption or a termination event has occurred, remarketing of the senior
notes will occur on a date or dates selected by us between February&nbsp;2, 2009 (the
tenth business day immediately preceding the purchase contract settlement date)
and February&nbsp;11, 2009 (the third business day immediately preceding the purchase
contract settlement date). We will issue a press release with respect to the
final remarketing and request that the depositary notify its participants
holding Corporate Units, Treasury Units and separate senior notes of the final
remarketing period no later than 15 days prior to the first day of the final
remarketing period. In such press release and notice, we will set forth the
final remarketing date or dates, the applicable procedures for holders of
separate senior notes to participate in the final remarketing, the applicable
procedures for holders of Corporate Units to create Treasury Units, the
applicable procedures for holders of Corporate Units to settle their purchase
contracts with separate cash and any other applicable procedures, including the
procedures that must be followed by a separate senior note holder in the case of
a failed final remarketing if a separate senior note holder wishes to exercise
its right to put its senior notes to us as described in this prospectus.</p>
<p align="justify">In connection with a final remarketing, the remarketing agent
will use its reasonable efforts to obtain a price for the senior notes to be
remarketed that results in proceeds of at least 100% of the aggregate principal
amount of such senior notes. To obtain that price, the remarketing agent will
reset the interest rate on the senior notes, as described under &quot;Description of
the Senior Notes - Interest Rate Reset and Extended Maturity Date.&quot; Settlement
of a successful final remarketing, and the effective date of the reset rate,
will occur on the purchase contract settlement date.</p>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a special event redemption,
or an optional remarketing was successful, Corporate Unit holders have the
option to notify the purchase contract agent on or prior to the second business
day immediately prior to the first day of the final remarketing period of their
intention to settle the related purchase contracts with separate cash and
provide such cash on or prior to the business day immediately prior to the first
day of the final remarketing period. The senior notes of any holder who has
failed to give this notice and deliver such cash will be remarketed on the final
remarketing date or dates. In addition, holders of senior notes that do not
underlie Corporate Units may elect to participate in the remarketing as
described under &quot;Description of the Senior Notes - Remarketing of Senior Notes
that are not Included in Corporate Units at the Option of the Holder.&quot;</p>
<p align="justify">Upon a successful final remarketing, the portion of the
proceeds equal to the aggregate principal amount of the senior notes will
automatically be applied to satisfy in full the Corporate Unit holders'
obligations to purchase common stock under the related purchase contracts. If
any proceeds remain after this application, the remarketing agent will remit
such remaining proceeds to the purchase contract agent for the benefit of the
holders. We will separately pay a fee to the remarketing agent, as determined by
negotiation with the remarketing agent. Holders whose senior notes are
remarketed will not be responsible for the payment of any remarketing fee in
connection with the remarketing.</p>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a special event redemption
or upon a successful optional remarketing, if (1) despite using its reasonable
efforts, the remarketing agent cannot remarket the related senior notes on or
prior to February 11, 2009 (the third business day immediately preceding the
purchase contract settlement date), other than to us, at a price equal to or
greater than 100% of the aggregate principal amount of the senior notes being
remarketed, or (2) the remarketing has not occurred on or prior to February 11,
2009 because a condition precedent to the remarketing has not been fulfilled, in
each case resulting in no successful remarketing, holders of all senior notes
will have the right to put their senior notes to us for an amount equal to the
principal amount of their senior notes, plus accrued and unpaid interest, on the
purchase contract settlement date. A holder of Corporate Units will be deemed to
have automatically exercised this put right with respect to the senior notes
underlying such Corporate Units unless such holder has decided to settle the
purchase contract with separate cash as described below under &quot;- Notice to
Settle with Cash&quot; or unless, prior to 5:00 p.m., New York City time, on the
second business day immediately prior to the purchase contract settlement date,
such holder provides a written notice of an intention to settle the related
purchase contract with separate cash and on or prior to the business day
immediately preceding the purchase contract settlement date delivers to the
collateral agent $50 in cash per Corporate Unit. Such settlement with separate
cash may only be effected in integral multiples of 20 Corporate Units. If a
holder of Corporate Units so elects to settle with separate cash, upon receipt
of the required cash payment, the related senior notes underlying the Corporate
Units will be released from the pledge under the purchase contract and pledge
agreement and delivered promptly to the purchase contract agent for delivery to
the holder. The holder of the Corporate Units will then receive the applicable
number of shares of our common stock on the purchase contract settlement date.
The cash received by the collateral agent upon this settlement with separate
cash will be invested promptly in permitted investments, as defined in the
purchase contract and pledge agreement, and paid to us on the purchase contract
settlement date. Any funds received by the collateral agent in respect of the
investment earnings from such investments will be distributed to the purchase
contract agent for payment to the holders who settled with separate cash. Unless
a holder of Corporate Units has settled the related purchase contracts with
separate cash on or prior to the purchase contract settlement date, such holder
will be deemed to have elected to apply a portion of the proceeds of the put
price equal to the principal amount of the senior notes against such holder's
obligations to purchase our common stock under the related purchase contracts,
thereby satisfying such obligations in full, and we will deliver to such holder
our common stock pursuant to the related purchase contracts. Any amount of the
put price remaining following satisfaction of the related purchase contracts
will be paid to the Corporate Unit holder through the purchase contract agent.</p>
<p align="justify">If there has not been a successful optional remarketing on or
prior to the last date of the relevant optional remarketing period, if we elect
to conduct an optional remarketing, or in the case a successful final
remarketing, if no successful final remarketing has occurred on or prior to
February 11, 2009 (the third business day immediately preceding the purchase
contract settlement date), we will in each case cause a notice of the failed
remarketing of the senior notes to be published before 9:00 a.m., New York City
time, on the business day immediately following the last date of such optional
remarketing period, or in the case of the final remarketing, before 9:00 a.m.,
New York City time, on February 12, 2009 (the second business day immediately
preceding the purchase contract settlement date). The notice to be published
under this section will be validly published by making a timely release to any
appropriate news agency, including Bloomberg Business News and the Dow Jones
News Service. We will use commercially reasonable efforts to ensure that a
registration statement with regard to the full amount of the senior notes to be
remarketed will be effective in a form that may be used by the remarketing agent
in connection with the remarketing process (unless such registration statement
is not required under the applicable laws and regulations that are in effect at
that time) or unless we conduct any remarketing in accordance with an exemption
under the securities laws. </p>
<b>
<p align="justify">Early Settlement</p>
</b>
<p align="justify">Subject to the conditions described below and an optional
remarketing as described above, a holder of Corporate Units or Treasury Units
may settle the related purchase contracts at any time on or after March 1, 2006
and prior to 5:00 p.m., New York City time, on the second business day
immediately preceding the first day of the final remarketing period, in the case
of Corporate Units, unless a special event redemption or a successful optional
remarketing has occurred, or the second business day immediately preceding the
purchase contract settlement date, in the case of Treasury Units or Corporate
Units after the occurrence of a special event redemption or a successful
optional remarketing. Such early settlement may only be made in integral
multiples of 20 purchase contracts. If the Treasury portfolio has replaced the
senior notes as a component of the Corporate Units, holders of Corporate Units
may settle early only in integral multiples of <b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b>Corporate
Units prior to 5:00 p.m., New York City time, on the second business day
immediately preceding the purchase contract settlement date. In order to settle
purchase contracts early, a holder of Equity Units must deliver to the purchase
contract agent (1) a completed &quot;Election to Settle Early&quot; form, along with the
Corporate Unit or Treasury Unit certificate, if they are in certificated form
and (2) a cash payment in immediately available funds in an amount equal to:</p>
<dir>
  <li>
      <p align="justify">$50 times the number of purchase contracts being
      settled; plus</p>
      </li>
  <li>
      <p align="justify">if the delivery is made with respect to any purchase
      contract during the period from the close of business on any record date
      next preceding any payment date to the opening of business on such payment
      date, an amount equal to the contract adjustment payments payable on the
      payment date with respect to the purchase contracts being settled.</p>
    </li>
</dir>
<p align="justify">So long as you hold Equity Units as a beneficial interest in
a global security certificate deposited with the depositary, procedures for
early settlement will also be governed by standing arrangements between the
depositary and the purchase contract agent.</p>
<p align="justify">The early settlement right is also subject to the condition
that, if required under U.S. federal securities laws, we have a registration
statement under the Securities Act of 1933 in effect and an available prospectus
covering the shares of common stock and other securities, if any, deliverable
upon settlement of a purchase contract. We have agreed that, if required under
U.S. federal securities laws, we will use our commercially reasonable efforts to
(1) have a registration statement in effect covering those shares of common
stock and other securities, if any, to be delivered in respect of the purchase
contracts being settled and (2) provide a prospectus in connection therewith, in
each case in a form that may be used in connection with the early settlement
right (it being understood that if there is a material business transaction or
development that has not yet been publicly disclosed, we will not be required to
provide such a prospectus, and the early settlement right will not be available,
until we have publicly disclosed such transaction or development, provided that
we will use our commercially reasonable efforts to make such disclosure as soon
as it is commercially reasonable to do so).</p>
<p align="justify">Upon early settlement, except as described below in &quot;Early
Settlement Upon Cash Merger,&quot; we will sell, and the holder will be entitled to
buy, the minimum settlement rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; shares of our common stock for each
purchase contract being settled (regardless of the market price of our common
stock on the date of early settlement), subject to adjustment under the
circumstances described under &quot; - Anti-Dilution Adjustments&quot; below. We will
cause (1) the shares of our common stock to be issued and (2) the related senior
notes, applicable ownership interests in the Treasury portfolio or Treasury
securities, as the case may be, underlying the Equity Units and securing such
purchase contracts to be released from the pledge under the purchase contract
and pledge agreement, and delivered within three business days following the
early settlement date, in each case to the purchase contract agent for delivery
to the holder. Upon early settlement, the holder's right to receive future
contract adjustment payments will terminate, and no adjustment will be made to
or for the holder on account of any amounts accrued in respect of contract
adjustment payments since the most recent quarterly payment date.</p>
<p align="justify">If the purchase contract agent receives a completed &quot;Election
to Settle Early&quot; form, along with the Corporate Unit or Treasury Unit
certificate, if they are in certificated form, and payment of $50 for each
purchase contract being settled prior to 5:00 p.m., New York City time, on any
business day and all conditions to early settlement have been satisfied, then
that day will be considered the early settlement date. If the purchase contract
agent receives the foregoing on or after 5:00 p.m., New York City time, on any
business day or at any time on a day that is not a business day, then the next
business day will be considered the settlement date.</p>
<b>
<p align="justify">Early Settlement Upon Cash Merger</p>
</b>
<p align="justify">Subject to an optional remarketing as described above under &quot;
- Remarketing,&quot; if we are involved in a consolidation with or merger into any
other person or any merger of another person into us (other than a merger that
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of our common stock), in each case in which 30% or more of
the total consideration paid to our shareholders consists of cash or cash
equivalents, which we refer to as a &quot;cash merger,&quot; on or after March 1, 2006, a
holder of Equity Units may settle the related purchase contracts early with
cash, in integral multiples of 20 purchase contracts, at the applicable
settlement rate in effect immediately prior to the closing of the cash merger.
We refer to this right as the &quot;cash merger early settlement right.&quot; If the
Treasury portfolio has replaced the senior notes as a component of the Corporate
Units, holders of Corporate Units may exercise the cash merger early settlement
right only in integral multiples of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Corporate Units. The cash merger
early settlement right is subject to the condition that at such time, if so
required under U.S. federal securities laws, there is in effect a registration
statement and an available prospectus covering shares of the common stock and
other securities, if any, to be delivered pursuant to the purchase contracts
being settled. We have agreed that, if required under U.S. federal securities
laws, we will use our commercially reasonable efforts to (1) have a registration
statement in effect covering the common stock and other securities, if any, to
be delivered in respect of the purchase contracts being settled and (2) provide
a prospectus in connection therewith, in each case in a form that may be used in
connection with the early settlement upon a cash merger.</p>
<p align="justify">We will provide each holder of Equity Units with a notice of
the completion of a cash merger within five business days thereof. The notice
will specify a date, which shall be at least ten days after the date of the
notice but no later than the earlier of 20 days after the date of such notice or
two business days prior to the first day of the final remarketing period, on
which cash merger early settlement will occur, provided that such date cannot
occur prior to March 1, 2006. The notice will set forth, among other things, the
applicable settlement rate and the amount of the cash, securities and other
consideration receivable by the holder upon settlement. To exercise the cash
merger early settlement right, a holder must deliver to the purchase contract
agent, at least three business days before the cash merger early settlement
date, the certificate evidencing the holder's Corporate Units or Treasury Units,
if in certificated form, and payment of the applicable purchase price in
immediately available funds.</p>
<p align="justify">If a holder exercises the cash merger early settlement right,
we will deliver to such holder on the cash merger early settlement date the kind
and amount of securities, cash or other property that such holder would have
been entitled to receive if it had settled the purchase contract immediately
before the cash merger at the settlement rate in effect at such time, together
with accrued and unpaid contract adjustment payments to the cash merger early
settlement date. Such holder will also receive the aggregate principal amount of
senior notes underlying its beneficial ownership interests in senior notes, the
applicable ownership interests in the Treasury portfolio or the Treasury
securities underlying its Corporate Units or Treasury Units, as the case may be.
If a holder does not elect to exercise the cash merger early settlement right,
its Corporate Units or Treasury Units will remain outstanding and subject to
normal settlement on the purchase contract settlement date.</p>
<b>
<p align="justify">Notice to Settle with Cash</p>
</b>
<p align="justify">Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units, a holder of Corporate Units may settle
the related purchase contract with separate cash by delivering the Corporate
Unit certificate, if in certificated form, at the offices of the purchase
contract agent with the completed &quot;Notice to Settle with Cash&quot; form prior to
5:00 p.m., New York City time, on the second business day immediately preceding
the first day of the final remarketing period. Holders of Corporate Units may
only cash settle purchase contracts in integral multiples of 20 purchase
contracts. Holders of Corporate Units may only settle the related purchase
contracts with separate cash following our notice of a final remarketing.</p>
<p align="justify">The holder must also deliver to the collateral agent a cash
payment in immediately available funds. Such payment must be delivered prior to
5:00 p.m., New York City time, on the business day immediately preceding the
first day of the final remarketing period.</p>
<p align="justify">Upon receipt of the required cash payment, the related senior
note will be released from the pledge arrangement and transferred to the
purchase contract agent for distribution to the holder of the related Corporate
Units. The holder of the Corporate Units will then receive the applicable number
of shares of our common stock on the purchase contract settlement date.</p>
<p align="justify">If a holder of Corporate Units that has given notice of its
intention to settle with cash fails to deliver the cash by the applicable time
and date specified above, the senior notes underlying such holder's Corporate
Units will automatically be remarketed, or if there is a failed final
remarketing such senior notes will be put to us (unless a holder elects to
settle with separate cash), as described under &quot;- Remarketing&quot; above.</p>
<p align="justify">Any cash received by the collateral agent upon cash
settlement will be invested promptly in permitted investments, as defined in the
purchase contract and pledge agreement, and paid to us on the purchase contract
settlement date. Any funds received by the collateral agent in respect of the
investment earnings from such investments will be distributed to the purchase
contract agent for payment to the holders who settled with cash.</p>
<b>
<p align="justify">Contract Adjustment Payments</p>
</b>
<p align="justify">Contract adjustment payments in respect of Corporate Units
and Treasury Units will be payable at a rate per year of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% of the stated
amount per purchase contract. Contract adjustment payments payable for any
period will be computed (1) for any full quarterly period on the basis of a
360-day year of twelve 30-day months and (2) for any period shorter than a full
quarterly period, on the basis of a 30-day month and, for any period less than a
month, on the basis of the actual number of days elapsed in a 30-day month.
Contract adjustment payments will accrue from the date of issuance of the
Corporate Units to (but excluding) the earliest of the purchase contract
settlement date, the early settlement date (in the case of a cash merger early
settlement) and the most recent quarterly payment date on or before any early
settlement of the related purchase contracts (in the case of early settlement
other than upon a cash merger), and will be payable quarterly in arrears on
February 17, May 17, August 17 and November 17 of each year, commencing
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 17, 2006. We do not have the right to defer payment of these contract
adjustment payments.</p>
<p align="justify">Contract adjustment payments will be payable to the holders
of purchase contracts as they appear on the books and records of the purchase
contract agent on the relevant record dates, which will be on the first day of
the month in which the relevant payment date falls. These distributions will be
paid through the purchase contract agent, who will distribute amounts received
in respect of the contract adjustment payments for the benefit of the holders of
the purchase contracts relating to the Corporate Units and Treasury Units.</p>
<p align="justify">If any date on which contract adjustment payments are to be
made is not a business day, then payment of the contract adjustment payments
payable on that date will be made on the next succeeding day that is a business
day, and no interest or payment will be paid in respect of the delay.</p>
<p align="justify">Our obligations with respect to contract adjustment payments
will be subordinated and junior in right of payment to our obligations under any
of our senior indebtedness.</p>
<b>
<p align="justify">Anti-Dilution Adjustments</p>
</b>
<p align="justify">Each fixed settlement rate will be adjusted, without
duplication, if certain events occur:</p>
<dir>
  <dir>
    <dir>
      <dir>
        <font face="Times">
        <p align="justify">(1) the issuance of our common stock as a dividend or
        distribution to all holders of our common stock, or a subdivision or
        combination of our common stock, in which event each fixed settlement
        rate will be adjusted based on the following formula:</p>
        <p align="justify"><img height="45" src="a22005image1.gif" width="112"></p>
        <p align="justify">where,</p>
        <dir>
          <dir>
            <dir>
              <p align="justify">SR<sub>0</sub> = the fixed settlement rate in
              effect at the close of business on the record date</p>
              <p align="justify">SR<sub>1</sub> = the fixed settlement rate in
              effect immediately after the record date</p>
              <p align="justify">OS<sub>0</sub> = the number of shares of our
              common stock outstanding at the close of business on the record
              date prior to giving effect to such event</p>
              <p align="justify">OS<sub>1</sub> = the number of shares of our
              common stock that would be outstanding immediately after, and
              solely as a result of, such event</p>
            </dir>
          </dir>
        </dir>
        <p align="justify">(2) the issuance to all holders of our common stock
        of certain rights or warrants entitling them for a period expiring 60
        days or less from the date of issuance of such rights or warrants to
        purchase shares of our common stock (or securities convertible into our
        common stock) at less than (or having a conversion price per share less
        than) the current market price of our common stock as of the record
        date, in which event each fixed settlement rate will be adjusted based
        on the following formula:</p>
        <p align="justify"><img src="a22005image2.gif" width="141" height="45"></p>
        <p align="justify">where,</p>
        <dir>
          <dir>
            <dir>
              <p align="justify">SR<sub>0</sub> = the fixed settlement rate in
              effect at the close of business on the record date</p>
              <p align="justify">SR<sub>1</sub> = the fixed settlement rate in
              effect immediately after the record date</p>
              <p align="justify">OS<sub>0</sub> = the number of shares of our
              common stock outstanding at the close of business on the record
              date</p>
              <p align="justify">X = the total number of shares of our common
              stock issuable pursuant to such rights (or upon conversion of such
              securities)</p>
              <p align="justify">Y = the aggregate price payable to exercise
              such rights (or the conversion price for such securities paid upon
              conversion) divided by the average of the closing prices of our
              common stock for the ten consecutive trading days prior to the
              business day immediately preceding the announcement of the
              issuance of such rights</p>
            </dir>
          </dir>
        </dir>
        <p align="justify">However, each fixed settlement rate will be
        readjusted to the extent that any such rights or warrants are not
        exercised prior to their expiration.</p>
        <p align="justify">(3) the dividend or other distribution to all holders
        of our common stock of shares of our capital stock (other than common
        stock) or evidences of our indebtedness or our assets (excluding any
        dividend, distribution or issuance covered by clauses (1) or (2) above
        or (4) or (5) below) in which event each fixed settlement rate will be
        adjusted based on the following formula:</p>
        <p align="justify"><img src="a22005image3.gif" width="158" height="45"></p>
        <p align="justify">where,</p>
        <dir>
          <dir>
            <dir>
              <p align="justify">SR<sub>0</sub> = the fixed settlement rate in
              effect at the close of business on the record date</p>
              <p align="justify">SR<sub>1</sub> = the fixed settlement rate in
              effect immediately after the record date</p>
              <p align="justify">SP<sub>0</sub> = the current market price as of
              the record date</p>
              <p align="justify">FMV = the fair market value (as determined by
              our board of directors), on the record date, of the shares of
              capital stock, evidences of indebtedness or assets so distributed,
              expressed as an amount per share of our common stock</p>
            </dir>
          </dir>
        </dir>
        <p align="justify">However, if the transaction that gives rise to an
        adjustment pursuant to this clause (3) is one pursuant to which the
        payment of a dividend or other distribution on our common stock consist
        of shares of capital stock of, or similar equity interests in, a
        subsidiary or other business unit of ours, (i.e., a spin-off) that are,
        or, when issued, will be, traded on a U.S. securities exchange or quoted
        on The Nasdaq National Market or the Nasdaq Small Cap Market, then each
        fixed settlement rate will instead be adjusted based on the following
        formula:</p>
        <p align="justify"><img src="a22005image4.gif" width="168" height="45"></p>
        <p align="justify">where,</p>
        <dir>
          <dir>
            <dir>
              <p align="justify">SR<sub>0</sub> = the fixed settlement rate in
              effect at the close of business on the record date</p>
              <p align="justify">SR<sub>1</sub> = the fixed settlement rate in
              effect immediately after the record date</p>
              <p align="justify">FMV<sub>0</sub> = the average of the closing
              prices of the capital stock or similar equity interests
              distributed to holders of our common stock applicable to one share
              of our common stock over the 10 consecutive trading days
              commencing on and including the third trading day after the date
              on which &quot;ex-distribution trading&quot; commences for such dividend or
              distribution on The Nasdaq National Market or the Nasdaq Small Cap
              Market or such other national or regional exchange or market on
              our common stock then listed or quoted</p>
              <p align="justify">MP<sub>0</sub> = the average of the closing
              prices of our common stock over the 10 consecutive trading days
              commencing on and including the third trading day after the date
              on which &quot;ex-distribution trading&quot; commences for such dividend or
              distribution on The Nasdaq National Market or the Nasdaq Small Cap
              Market or such other national or regional exchange or market on
              which our common stock is then listed or quoted</p>
            </dir>
          </dir>
        </dir>
        <p align="justify">(4) we make a distribution consisting exclusively of
        cash to all holders of our common stock, excluding (a) any cash dividend
        on our common stock to the extent that the aggregate cash dividend per
        share of our common stock does not exceed (i) $0.54<b> </b>in any fiscal
        quarter in the case of a quarterly dividend or (ii) $2.16 in the prior
        twelve months in the case of an annual dividend (each such number, the
        &quot;dividend threshold amount&quot;), (b) any cash that is distributed as part
        of a distribution referred to in clause (3) above, and (c) any
        consideration payable in connection with a tender or exchange offer made
        by us or any of our subsidiaries referred to in clause 5 below, in which
        event, each fixed settlement rate will be adjusted based on the
        following formula:</p>
        <p align="justify"><img src="a22005image5.gif" width="134" height="45"></p>
        <p align="justify">where,</p>
        <dir>
          <dir>
            <dir>
              <p align="justify">SR<sub>0</sub> = the fixed settlement rate in
              effect at the close of business on the record date</p>
              <p align="justify">SR<sub>1</sub> = the fixed settlement rate in
              effect immediately after the record date</p>
              <p align="justify">SP<sub>0</sub> = the current market price as of
              the record date</p>
              <p align="justify">C = the amount in cash per share we distribute
              to holders or pay in connection with a tender or exchange offer of
              our common stock less, in the event of a regular quarterly or
              annual dividend, the dividend threshold amount</p>
            </dir>
          </dir>
        </dir>
        <p align="justify">The dividend threshold amount is subject to
        adjustment on an inversely proportional basis whenever the fixed
        settlement rates are adjusted, provided that no adjustment will be made
        to the dividend threshold amount for any adjustment made to the fixed
        settlement rates pursuant to this clause (4).</p>
        <p align="justify">(5) we or one or more of our subsidiaries make
        purchases of our common stock pursuant to a tender offer or exchange
        offer by us or one of our subsidiaries for our common stock to the
        extent that the cash and value of any other consideration included in
        the payment per share of our common stock validly tendered or exchanged
        exceeds the current market price per share of our common stock on the
        trading day next succeeding the last date on which tenders or exchanges
        may be made pursuant to such tender or exchange offer (the &quot;expiration
        date&quot;), in which event each fixed settlement rate will be adjusted based
        on the following formula:</p>
        <p align="justify"><img src="a22005image6.gif" width="205" height="45"></p>
        <p align="justify">where,</p>
        <dir>
          <dir>
            <dir>
              <p align="justify">SR<sub>0</sub> = the fixed settlement rate in
              effect at the close of business on the expiration date</p>
              <p align="justify">SR<sub>1</sub> = the fixed settlement rate in
              effect immediately after the expiration date</p>
              <p align="justify">FMV = the fair market value (as determined by
              our board of directors), on the expiration date, of the aggregate
              value of all cash and any other consideration paid or payable for
              shares validly tendered or exchanged and not withdrawn as of the
              expiration date (the &quot;purchased shares&quot;)</p>
              <p align="justify">OS<sub>1</sub> = the number of shares of our
              common stock outstanding as of the last time tenders or exchanges
              may be made pursuant to such tender or exchange offer (the
              &quot;expiration time&quot;) less any purchased shares</p>
              <p align="justify">OS<sub>0</sub> = the number of shares of our
              common stock outstanding at the expiration time, including any
              purchased shares</p>
              <p align="justify">SP<sub>1</sub> = the average of the closing
              prices of our common stock for the 10 consecutive trading days
              commencing on the trading day immediately after the expiration
              date In addition, in no event will we adjust the fixed settlement
              rate to the extent that the adjustment would reduce the conversion
              price below the par value per share of our common stock.</p>
            </dir>
          </dir>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
</font>
<p align="justify">&quot;Current market price&quot; of our common stock on any day, means
the average of the closing prices of our common stock for each of the 10
consecutive trading days ending on the earlier of the day in question and the
day before the &quot;ex-date&quot; with respect to the issuance or distribution requiring
such computation. For purposes of this paragraph, &quot;ex-date&quot; means the first date
on which the shares of our common stock trade on the applicable exchange or in
the applicable market, regular way, without the right to receive such issuance
or distribution.</p>
<p align="justify">&quot;Record date&quot; means, for purpose of this section, with
respect to any dividend, distribution or other transaction or event in which the
holders of our common stock have the right to receive any cash, securities or
other property or in which our common stock (or other applicable security) is
exchanged for or converted into any combination of cash, securities or other
property, the date fixed for determination of holders of our common stock
entitled to receive such cash, securities or other property (whether such date
is fixed by our board of directors or by statute, contract or otherwise).</p>
<p align="justify">Except as stated above, the fixed settlement rates will not
be adjusted for the issuance of our common stock or any securities convertible
into or exchangeable for our common stock or carrying the right to purchase any
of the foregoing or for the repurchase of our common stock. </p>
<p align="justify">We currently do not have a rights plan with respect to our
common stock. To the extent that we have a rights plan in effect upon settlement
of a purchase contract, you will receive, in addition to our common stock, the
rights under the rights plan, unless, prior to the settlement of a purchase
contract, the rights have separated from the common stock, in which case each
fixed settlement rate will be adjusted at the time of separation as if we made a
distribution to all holders of our common stock as described in clause (4)
above.</p>
<p align="justify">In the event of certain consolidations, mergers, sales or
transfers of assets, share exchanges or other reorganization events, pursuant to
which our common stock is converted into the right to receive other securities,
cash or property, each holder of Corporate Units or Treasury Units will receive
on the purchase contract settlement date or any cash merger early settlement
date, in lieu of shares of common stock, the kind and amount of securities, cash
or property receivable upon any such transaction by the holder of one share of
common stock, multiplied by the applicable settlement rate. In the event holders
of our common stock have the opportunity to elect the form of consideration to
be received in such transaction, the type and amount of consideration that
holders of the Corporate Units or Treasury Units would have been entitled to
receive will be deemed to be the weighted average of the types and amounts of
consideration received by the holders of our common stock that affirmatively
make an election. We will agree in the purchase contract and pledge agreement
not to become a party to any such transaction unless its terms are consistent
with the foregoing.</p>
<p align="justify">In the event of a taxable distribution to holders of shares
of our common stock that results in an adjustment of each fixed settlement rate
or an increase in each fixed settlement rate in our discretion, holders of
Corporate Units and Treasury Units may, in certain circumstances, be deemed to
have received a distribution subject to U.S. federal income tax as a dividend.
In addition, non-U.S. holders of Corporate Units and Treasury Units may, in
certain circumstances, be deemed to have received a distribution subject to U.S.
federal withholding tax requirements. See &quot;Certain United States Federal Income
Tax Consequences - U.S. Holders - Purchase Contracts - Adjustment to Settlement
Rate&quot; and &quot;- Non U.S. Holders - United States Federal Withholding Tax.&quot;</p>
<p align="justify">In addition, we may make such increases in each fixed
settlement rate as we deem advisable. We may only make such a discretionary
adjustment if we make the same proportionate adjustment to each fixed settlement
rate. No adjustment in the settlement rate will be required unless such
adjustment would require an increase or decrease of at least one percent;
provided, however, that any such minor adjustments that are not required to be
made will be carried forward and taken into account in any subsequent
adjustment, and provided further that any such adjustment of less than one
percent that has not been made shall be made (x) upon the end of the issuer's
fiscal year and (y) upon the purchase contract settlement date or any early
settlement date.</p>
<p align="justify">Adjustments to each fixed settlement rate will be calculated
to the nearest 1/10,000th of a share.</p>
<p align="justify">Whenever the fixed settlement rates are adjusted, we must
deliver to the purchase contract agent a certificate setting forth each fixed
settlement rate, detailing the calculation of each fixed settlement rate and
describing the facts upon which the adjustment is based. In addition, we must
notify the holders of Corporate Units and Treasury Units of the adjustment
within ten business days of any event requiring such adjustment and describe in
reasonable detail the method by which each fixed settlement rate was adjusted.</p>
<p align="justify">Each adjustment to the fixed settlement rates will result in
a corresponding adjustment to the number of shares of our common stock issuable
upon early settlement of a purchase contract.</p>
<p align="justify">If an adjustment is made to the fixed settlement rates, an
adjustment also will be made to the reference price and the threshold
appreciation price on an inversely proportional basis solely to determine which
of the clauses of the definition of settlement rate will be applicable on the
purchase contract settlement date or any cash merger early settlement date.</p>
<b>
<p align="justify">Termination</p>
</b>
<p align="justify">The purchase contract and pledge agreement provides that the
purchase contracts and the obligations and rights of us and of the holders of
Corporate Units and Treasury Units thereunder (including the holders' obligation
and right to purchase and receive shares of our common stock and the right to
receive accrued contract adjustment payments) will immediately and automatically
terminate upon the occurrence of certain events of bankruptcy, insolvency or
reorganization with respect to us.</p>
<p align="justify">Upon any such termination, the collateral agent will release
the related interests in the senior notes, applicable ownership interests in the
Treasury portfolio, or Treasury securities, as the case may be, from the pledge
arrangement and transfer such interests in the senior notes, applicable
ownership interests in the Treasury portfolio, or Treasury securities to the
purchase contract agent for distribution to the holders of Corporate Units and
Treasury Units. If a holder would otherwise have been entitled to receive less
than $1,000 principal amount at maturity of any Treasury security upon
termination of the purchase contract, the purchase contract agent will dispose
of the security for cash and pay the cash to the holder. Upon any termination,
however, such release and distribution may be subject to a delay. In the event
that we become the subject of a case under the U.S. Bankruptcy Code, such delay
may occur as a result of the automatic stay under Section 362 of the U.S.
Bankruptcy Code or other relief sought by the collateral agent, the purchase
contract agent or other party asserting an interest in the pledged securities or
contending that such termination is not effective and may continue until such
automatic stay has been lifted or efforts to obtain such other relief has been
resolved against such party. We expect any such delay to be limited. Moreover,
claims arising out of the senior notes will be subject to the equitable
jurisdiction and powers of the bankruptcy court. For example, although we do not
believe such an argument would prevail, following the termination of the
purchase contracts, a party in interest in the bankruptcy proceeding might argue
that the holders of senior notes should be treated as equity holders, rather
than creditors, in the bankruptcy proceeding.</p>
<p align="justify">If a holder's purchase contract is terminated as a result of
our bankruptcy, insolvency or reorganization, such holder will have no right to
receive any accrued but unpaid contract adjustment payments.</p>
<b>
<p align="justify">Pledged Securities and Pledge</p>
</b>
<p align="justify">The undivided beneficial ownership interests in the senior
notes, or, following a successful optional remarketing or a special event
redemption, the applicable ownership interests in the Treasury portfolio, that
are a component of the Corporate Units or, if substituted, the beneficial
ownership interest in the Treasury securities that are a component of the
Treasury Units, collectively, the &quot;pledged securities,&quot; will be pledged to the
collateral agent for our benefit pursuant to the purchase contract and pledge
agreement to secure your obligation to purchase shares of our common stock under
the related purchase contracts. The rights of the holders of the Corporate Units
and Treasury Units with respect to such pledged securities will be subject to
our security interest therein. No holder of Corporate Units or Treasury Units
will be permitted to withdraw the pledged securities related to such Corporate
Units or Treasury Units from the pledge arrangement except:</p>
<dir>
  <li>
      <p align="justify">in the case of Corporate Units, unless a successful
      optional remarketing has occurred, to substitute a Treasury security for
      the related senior note or the applicable ownership interests in the
      Treasury portfolio, as the case may be, as provided for under &quot;Description
      of the Equity Units - Creating Treasury Units by Substituting a Treasury
      Security for a senior note&quot;;</p>
      </li>
  <li>
      <p align="justify">in the case of Treasury Units, unless a successful
      optional remarketing has occurred, to substitute a senior note or the
      applicable ownership interests in the Treasury portfolio, as the case may
      be, for the related Treasury security, as provided for under &quot;Description
      of the Equity Units - Recreating Corporate Units&quot;; and</p>
      </li>
  <li>
      <p align="justify">upon early settlement, cash settlement or termination
      of the related purchase contracts.</p>
    </li>
</dir>
<p align="justify">Subject to our security interest and the terms of the
purchase contract and pledge agreement, each holder of Corporate Units, unless
the Treasury portfolio has replaced the senior notes as a component of the
Corporate Units, will be entitled through the purchase contract agent and the
collateral agent to all of the proportional rights and preferences of the
related senior notes (including distribution, voting, redemption, repayment and
liquidation rights). Each holder of Treasury Units and each holder of Corporate
Units, if the Treasury portfolio has replaced the senior notes as a component of
the Corporate Units, will retain beneficial ownership of the related Treasury
securities or the applicable ownership interests in the Treasury portfolio, as
the case may be, pledged in respect of the related purchase contracts. We will
have no interest in the pledged securities other than our security interest.</p>
<p align="justify">Except as described in &quot;Certain Provisions of the Purchase
Contracts and the Purchase Contract and Pledge Agreement - General,&quot; upon
receipt of distributions on the pledged securities, the collateral agent will
distribute such payments to the purchase contract agent, which in turn will
distribute those payments, together with contract adjustment payments received
from us, to the holders in whose names the Corporate Units or Treasury Units are
registered at the close of business on the record date preceding the date of
such distribution.<a name="_Toc118132944"></p>
<b>
<p align="center">CERTAIN PROVISIONS OF THE PURCHASE CONTRACTS AND<br>
THE PURCHASE CONTRACT AND PLEDGE AGREEMENT</b></a></p>
<b>
<p align="justify">General</p>
</b>
<p align="justify">Except as described under &quot;- Book-Entry System&quot; below,
payments on the Corporate Units and Treasury Units will be payable, the purchase
contracts will be settled and transfers of the Corporate Units and Treasury
Units will be registrable at the offices of the purchase contract agent in the
Borough of Manhattan, The City of New York. In addition, if the Corporate Units
or Treasury Units do not remain in book-entry only form, we have the option to
make payments on the Corporate Units and Treasury Units by check mailed to the
address of the person entitled thereto as shown on the security register or by a
wire transfer to the account designated by the holder by a prior written notice.</p>
<p align="justify">Shares of our common stock will be delivered on the purchase
contract settlement date (or earlier upon early settlement), or, if the purchase
contracts have terminated, the related pledged securities will be delivered
(potentially after a delay as a result of the imposition of the automatic stay
under the U.S. Bankruptcy Code, see &quot;Description of the Purchase Contracts -
Termination&quot;) at the offices of the purchase contract agent upon presentation
and surrender of the applicable Corporate Unit or Treasury Unit certificate, if
in certificated form.</p>
<p align="justify">If Corporate Units or Treasury Units are in certificated form
and a holder fails to present and surrender the certificate evidencing the
Corporate Units or Treasury Units to the purchase contract agent on or prior to
the purchase contract settlement date, the shares of common stock issuable upon
settlement of the related purchase contract will be registered in the name of
the purchase contract agent. The shares, together with any distributions, will
be held by the purchase contract agent as agent for the benefit of the holder
until the certificate is presented and surrendered or the holder provides
satisfactory evidence that the certificate has been destroyed, lost or stolen,
together with any indemnity that may be required by the purchase contract agent
and us.</p>
<p align="justify">If the purchase contracts terminate prior to the purchase
contract settlement date, the related pledged securities are transferred to the
purchase contract agent for distribution to the holders, and a holder fails to
present and surrender the certificate evidencing the holder's Corporate Units or
Treasury Units, if in certificated form, to the purchase contract agent, the
related pledged securities delivered to the purchase contract agent and payments
on the pledged securities will be held by the purchase contract agent as agent
for the benefit of the holder until the applicable certificate is presented, if
in certificated form, or the holder provides the evidence and indemnity
described above.</p>
<p align="justify">No service charge will be made for any registration of
transfer or exchange of the Corporate Units or Treasury Units, except for any
tax or other governmental charge that may be imposed in connection therewith.</p>
<p align="justify">The purchase contract agent will have no obligation to invest
or to pay interest on any amounts held by the purchase contract agent pending
payment to any holder.</p>
<b>
<p align="justify">Modification</p>
</b>
<p align="justify">The purchase contract and pledge agreement will contain
provisions permitting us and the purchase contract agent and the collateral
agent, to modify the purchase contract and pledge agreement without the consent
of the holders for any of the following purposes:</p>
<dir>
  <li>
      <p align="justify">to evidence the succession of another person to our
      obligations;</p>
      </li>
  <li>
      <p align="justify">to add to the covenants for the benefit of holders or
      to surrender any of our rights or powers under those agreements;</p>
      </li>
  <li>
      <p align="justify">to evidence and provide for the acceptance of
      appointment of a successor purchase contract agent or a successor
      collateral agent or securities intermediary;</p>
      </li>
  <li>
      <p align="justify">to make provision with respect to the rights of
      holders pursuant to adjustments in the settlement rate due to
      consolidations, mergers or other reorganization events; and</p>
      </li>
  <li>
      <p align="justify">to cure any ambiguity, to correct or supplement any
      provisions that may be inconsistent with any other provision or to make
      such other provisions in regard to matters or questions arising under the
      purchase contract and pledge agreement that do not adversely affect the
      interests of any holders of Equity Units, provided that any amendment made
      solely to conform the provisions of the purchase contract and pledge
      agreement to the description of the equity units and the purchase
      contracts contained in this prospectus will not be deemed to adversely
      affect the interests of the holders.</p>
    </li>
</dir>
<p align="justify">The purchase contract and pledge agreement will contain
provisions preventing us and the purchase contract agent and the collateral
agent, subject to certain limited exceptions, from modifying the terms of the
purchase contracts and the purchase contract and pledge agreement without the
consent of the holders of not less than a majority of the outstanding purchase
contracts. However, no modification may, without the consent of the holder of
each outstanding purchase contract affected thereby:</p>
<dir>
  <li>
      <p align="justify">change any payment date;</p>
      </li>
  <li>
      <p align="justify">change the place or currency of payment or reduce any
      contract adjustment payments;</p>
      </li>
  <li>
      <p align="justify">impair the right to institute suit for the
      enforcement of a purchase contract or any contract adjustment payment;</p>
      </li>
  <li>
      <p align="justify">except as required pursuant to any anti-dilution
      adjustment, reduce the number of shares of our common stock purchasable
      under a purchase contract, increase the purchase price of the shares of
      our common stock on settlement of any purchase contract, change the
      purchase contract settlement date or the right to early settlement or cash
      merger early settlement or otherwise adversely affect the holder's rights
      under a purchase contract in any material respect;</p>
      </li>
  <li>
      <p align="justify">change the amount or type of collateral required to
      be pledged to secure a holder's obligations under the purchase contract,
      impair the right of the holder of any purchase contract to receive
      distributions on such collateral, or otherwise adversely affect the
      holder's rights in or to such collateral; or</p>
      </li>
  <li>
      <p align="justify">reduce the above-stated percentage of outstanding
      purchase contracts whose holders' consent is required for the modification
      or amendment of the provisions of the purchase contracts and the purchase
      contract and pledge agreement;</p>
    </li>
</dir>
<p align="justify">provided that if any amendment or proposal would adversely
affect only the Corporate Units or only the Treasury Units, then only the
affected voting group of holders will be entitled to vote on such amendment or
proposal, and such amendment or proposal will not be effective except with the
consent of the holders of not less than a majority of such voting group or, if
referred to in the immediately preceding six bullets above, all of the holders
of such voting group.</p>
<p align="justify">&nbsp;</p>
<b>
<p align="justify">No Consent to Assumption; Agreement by Purchasers</p>
</b>
<p align="justify">Each holder of a Corporate Unit or a Treasury Unit will be
deemed under the terms of the purchase contract and pledge agreement, by the
purchase of such Corporate Unit or Treasury Unit, to have expressly withheld any
consent to the assumption (i.e., affirmance) of the related purchase contracts
by us, our receiver, liquidator or trustee in the event that we become the
subject of a case under the U.S. Bankruptcy Code or other similar state or
federal law providing for reorganization or liquidation.</p>
<b>
<p align="justify">Merger, Sale or Lease</p>
</b>
<p align="justify">We will covenant in the purchase contract and pledge
agreement that we will not merge or consolidate with any entity or sell, convey,
transfer, or otherwise dispose of all or substantially all of our assets unless:</p>
<dir>
  <li>
      <p align="justify">either we are the continuing corporation or the
      successor entity is an entity organized under the laws of the United
      States of America or any state thereof or the District of Columbia and
      this other entity expressly assumes all of our obligations under the
      purchase contracts, the purchase contract and pledge agreement, the
      indenture and the remarketing agreement by one or more supplemental
      agreements in form reasonably satisfactory to the purchase contract agent
      and the collateral agent; and</p>
      </li>
  <li>
      <p align="justify">we are not, or such successor entity is not,
      immediately after such merger, consolidation, sale, conveyance, transfer
      or other disposition, in default of payment obligations under the purchase
      contracts, the purchase contract and pledge agreement, the indenture or
      the remarketing agreement or in material default in the performance of any
      other obligations thereunder.</p>
    </li>
</dir>
<p align="justify">In case of any such consolidation, merger, sale, conveyance
(other than by way of lease), transfer or other disposition, and upon any such
assumption by the successor corporation or limited liability company, such
successor corporation or limited liability company shall succeed to and be
substituted for us, with the same effect as if it had been named in the purchase
contract and pledge agreement as us and we shall be relieved of any further
obligation under the purchase contract and pledge agreement and under the
Corporate Units and Treasury Units.</p>
<b>
<p align="justify">Title</p>
</b>
<p align="justify">We, the purchase contract agent and the collateral agent may
treat the registered owner of any Corporate Units or Treasury Units as the
absolute owner of the Corporate Units or Treasury Units for the purpose of
making payment, settling the related purchase contracts and for all other
purposes.</p>
<b>
<p align="justify">Replacement of Equity Unit Certificates</p>
</b>
<p align="justify">In the event that physical certificates have been issued, any
mutilated Corporate Unit or Treasury Unit certificate will be replaced by us at
the expense of the holder upon surrender of the certificate to the purchase
contract agent. Corporate Unit or Treasury Unit certificates that become
destroyed, lost or stolen will be replaced by us at the expense of the holder
upon delivery to us and the purchase contract agent of evidence of their
destruction, loss or theft satisfactory to us and the purchase contract agent.
In the case of a destroyed, lost or stolen Corporate Unit or Treasury Unit
certificate, an indemnity satisfactory to the purchase contract agent and us may
be required at the expense of the holder before a replacement certificate will
be issued.</p>
<p align="justify">Notwithstanding the foregoing, we will not be obligated to
issue any Corporate Unit or Treasury Unit certificates on or after the business
day immediately preceding the earliest of any early settlement date, any cash
merger early settlement date, the purchase contract settlement date or the date
on which the purchase contracts have terminated. The purchase contract and
pledge agreement will provide that, in lieu of the delivery of a replacement
Corporate Unit or Treasury Unit certificate following any of these dates, the
purchase contract agent, upon delivery of the evidence and indemnity described
above, will deliver the shares of common stock issuable pursuant to the purchase
contracts included in the Corporate Units or Treasury Units evidenced by the
certificate, or, if the purchase contracts have terminated prior to the purchase
contract settlement date, transfer the pledged securities included in the
Corporate Units or Treasury Units evidenced by the certificate.</p>
<b>
<p align="justify">Governing Law</p>
</b>
<p align="justify">The purchase contracts and the purchase contract and pledge
agreement will be governed by, and construed in accordance with, the laws of the
State of New York.</p>
<b>
<p align="justify">Information Concerning the Purchase Contract Agent</p>
</b>
<p align="justify">The Bank of New York will be the purchase contract agent and
trustee. The purchase contract agent will act as the agent for the holders of
Corporate Units and Treasury Units. The Bank of New York and its affiliates
maintain banking relationships with us.</p>
<p align="justify">The purchase contract and pledge agreement will contain
provisions limiting the liability of the purchase contract agent. The purchase
contract and pledge agreement also will contain provisions under which the
purchase contract agent may resign or be replaced. Such resignation or
replacement will be effective upon the appointment of a successor.</p>
<b>
<p align="justify">Information Concerning the Collateral Agent</p>
</b>
<p align="justify">JPMorgan Chase Bank, N.A. will be the collateral agent. The
collateral agent will act solely as our agent and will not assume any obligation
or relationship of agency or trust for or with any of the holders of the
Corporate Units and the Treasury Units except for the obligations owed by a
pledgee of property to the owner thereof under the purchase contract and pledge
agreement and applicable law.</p>
<p align="justify">JPMorgan Chase Bank, N.A. and its affiliates maintain banking
relationships with us.</p>
<p align="justify">The purchase contract and pledge agreement will contain
provisions limiting the liability of the collateral agent. The purchase contract
and pledge agreement also will contain provisions under which the collateral
agent may resign or be replaced. Such resignation or replacement will be
effective upon the appointment of a successor.</p>
<b>
<p align="justify">Miscellaneous</p>
</b>
<p align="justify">The purchase contract and pledge agreement will provide that
we will pay all fees and expenses related to (1) the retention of the collateral
agent and (2) the enforcement by the purchase contract agent of the rights of
the holders of the Corporate Units and Treasury Units. Holders who elect to
substitute the related pledged securities, thereby creating Treasury Units or
recreating Corporate Units, however, will be responsible for any fees or
expenses payable in connection with such substitution, as well as for any
commissions, fees or other expenses incurred in acquiring the pledged securities
to be substituted. We will not be responsible for any such fees or expenses.</p>
<b>
<p align="justify">Book-Entry System</p>
</b>
<p align="justify">The Depository Trust Company, or DTC, which we refer to along
with its successors in this capacity as the depositary, will act as securities
depositary for the Corporate Units and Treasury Units. The Corporate Units and
Treasury Units will be issued only as fully registered securities registered in
the name of Cede &amp; Co., the depositary's nominee. One or more fully registered
global security certificates, representing the total aggregate number of
Corporate Units and Treasury Units, will be issued and will be deposited with
the depositary or its custodian and will bear a legend regarding the
restrictions on exchanges and registration of transfer referred to below.</p>
<p align="justify">The laws of some jurisdictions may require that some
purchasers of securities take physical delivery of securities in certificated
form. These laws may impair the ability to transfer beneficial interests in the
Corporate Units and Treasury Units so long as the Corporate Units and Treasury
Units are represented by global security certificates.</p>
<p align="justify">DTC advises that it is a limited-purpose trust company
organized under the New York Banking Law, a &quot;banking organization&quot; within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
&quot;clearing corporation&quot; within the meaning of the New York Uniform Commercial
Code and a &quot;clearing agency&quot; registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. The depositary holds securities that
its participants deposit with the depositary. The depositary also facilitates
the settlement among participants of securities transactions, including
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. The depositary is owned by a number of its
direct participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, LLC, and the National Association of Securities Dealers, Inc. Access
to the depositary's system is also available to others, including securities
brokers and dealers, banks and trust companies that clear transactions through
or maintain a direct or indirect custodial relationship with a direct
participant either directly, or indirectly. The rules applicable to the
depositary and its participants are on file with the SEC.</p>
<p align="justify">We will issue the Corporate Units and Treasury Units in
definitive certificated form if the depositary notifies us that it is unwilling
or unable to continue as depositary or the depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934 and a successor
depositary is not appointed by us within 90 days. In addition, beneficial
interests in a global security certificate may be exchanged for definitive
certificated Corporate Units or Treasury Units upon request by or on behalf of
the depositary in accordance with customary procedures following the request of
a beneficial owner seeking to exercise or enforce its rights under such
Corporate Units or Treasury Units. If we determine at any time that the
Corporate Units or Treasury Units shall no longer be represented by global
security certificates, we will inform the depositary of such determination and
the depositary will, in turn, notify participants of their right to withdraw
their beneficial interest from the global security certificates, and if such
participants elect to withdraw their beneficial interests, we will issue
certificates in definitive form in exchange for such beneficial interests in the
global security certificates. Any global Corporate Unit or Treasury Unit, or
portion thereof, that is exchangeable pursuant to this paragraph will be
exchangeable for Corporate Unit or Treasury Unit certificates, as the case may
be, registered in the names directed by the depositary. We expect that these
instructions will be based upon directions received by the depositary from its
participants with respect to ownership of beneficial interests in the global
security certificates.</p>
<p align="justify">As long as the depositary or its nominee is the registered
owner of the global security certificates, the depositary or its nominee, as the
case may be, will be considered the sole owner and holder of the global security
certificates and all Corporate Units and Treasury Units represented by these
certificates for all purposes under the Corporate Units, Treasury Units and the
purchase contract and pledge agreement. Except in the limited circumstances
referred to above, owners of beneficial interests in global security
certificates:</p>
<dir>
  <li>
      <p align="justify">will not be entitled to have the Corporate Units or
      the Treasury Units represented by these global security certificates
      registered in their names, and</p>
      </li>
  <li>
      <p align="justify">will not be considered to be owners or holders of the
      global security certificates or any Corporate Units or Treasury Units
      represented by these certificates for any purpose under the Corporate
      Units, Treasury Units or the purchase contract and pledge agreement.</p>
    </li>
</dir>
<p align="justify">All payments on the Corporate Units and Treasury Units
represented by the global security certificates and all transfers and deliveries
of related senior notes, Treasury securities and common stock will be made to
the depositary or its nominee, as the case may be, as the holder of the
securities.</p>
<p align="justify">Ownership of beneficial interests in the global security
certificates will be limited to participants or persons that may hold beneficial
interests through institutions that have accounts with the depositary or its
nominee. Ownership of beneficial interests in global security certificates will
be shown only on, and the transfer of those ownership interests will be effected
only through, records maintained by the depositary or its nominee, with respect
to participants' interests, or any participant, with respect to interests of
persons held by the participant on their behalf. Procedures for settlement of
purchase contracts on the purchase contract settlement date, or upon early
settlement, will be governed by arrangements among the depositary, participants
and persons that may hold beneficial interests through participants designed to
permit settlement without the physical movement of certificates. Payments,
transfers, deliveries, exchanges and other matters relating to beneficial
interests in global security certificates may be subject to various policies and
procedures adopted by the depositary from time to time. None of us, the purchase
contract agent or any agent of us or the purchase contract agent will have any
responsibility or liability for any aspect of the depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in global security certificates, or for maintaining,
supervising or reviewing any of the depositary's records or any participant's
records relating to these beneficial ownership interests.</p>
<p align="justify">Although the depositary has agreed to the foregoing
procedures in order to facilitate transfers of interest in the global security
certificates among participants, the depositary is under no obligation to
perform or continue to perform these procedures, and these procedures may be
discontinued at any time. We will not have any responsibility for the
performance by the depositary or its direct participants or indirect
participants under the rules and procedures governing the depositary.</p>
<p align="justify">The information in this section concerning the depositary and
its book-entry system has been obtained from sources that we believe to be
reliable, but we have not attempted to verify the accuracy of this information.</p>
<b>
<p align="center"><a name="_Toc118132945">DESCRIPTION OF THE SENIOR NOTES</a></p>
</b><i>
<p align="justify">The description in this prospectus is a summary of some of
the terms of our senior notes and the indenture. The description of the senior
notes and the indenture contain a summary of their material terms but do not
purport to be complete, and reference is hereby made to the indenture that has
been filed as an exhibit to the registration statement of which this prospectus
is a part. Copies of the indenture and the forms of certificates evidencing the
senior notes are available upon request from us. Capitalized terms that are used
in the following summary but not defined have the meanings given to those terms
in the indenture. The numerical references appearing in parentheses in the
following summary are to sections of the indenture.</p>
</i><b>
<p align="justify">General</p>
</b>
<p align="justify">We will issue the senior notes as a separate series of debt
securities under an indenture dated as of December&nbsp;1,&nbsp;2002, between us and
Deutsche Bank Trust Company Americas, as trustee. The senior notes and all other
debt securities issued under the indenture are collectively referred to herein
as &quot;Indenture Securities&quot;. The specific terms of each series of Indenture
Securities, including the senior notes, will be established by an officer's
certificate or a supplemental indenture. For the purposes of this section, any
reference to the &quot;indenture&quot; shall generally mean the indenture as previously
supplemented by several officer's certificates and as further supplemented by
the supplemental indenture relating to the senior notes. The indenture permits
us to issue an unlimited amount of Indenture Securities from time to time in one
or more series. All Indenture Securities of any one series need not be issued at
the same time, and a series may be reopened for issuances of additional
Indenture Securities of such series. Additional Indenture Securities issued in
this manner will be consolidated with, and will form a single series with, the
previously outstanding Indenture Securities of such series.</p>
<p align="justify">The senior notes initially will be issued in an aggregate
principal amount of $ million (or up to $ million, if the underwriters exercise
in full their over-allotment option with respect to the Corporate Units). Each
Corporate Unit will initially include a 1/20, or 5%, undivided beneficial
ownership interest in a $1,000 principal amount senior note that corresponds to
the stated amount of $50 per Corporate Unit.</p>
<p align="justify">The senior notes will be issued in certificated form, without
coupons, in denominations of $1,000 and integral multiples of $1,000; provided,
however, that upon release by the collateral agent of senior notes underlying
the undivided beneficial ownership interests in the senior notes pledged to
secure the Corporate Units holders' obligations under the related purchase
contracts (other than any release of the senior notes in connection with the
creation of Treasury Units, an early settlement, a settlement with separate
cash, an early settlement upon a cash merger, or a remarketing, each as
described under &quot;Description of the Purchase Contracts&quot;) the senior notes will
be issuable in denominations of $50 and integral multiples thereof.</p>
<p align="justify">The senior notes will not be subject to a sinking fund
provision and will not be subject to defeasance prior to February 17, 2011. The
entire principal amount of the senior notes will mature and become due and
payable, together with any accrued and unpaid interest thereon, on February 17,
2011, unless the maturity of the senior notes is extended, as described below
under &quot;- Interest Rate Reset and Extended Maturity Date.&quot; As described below
under &quot;- Put Option Upon Failed Final Remarketing,&quot; holders will have the right
to require us to purchase their senior notes under certain circumstances.</p>
<p align="justify">Except to the limited extent described below under &quot;
-Consolidation, Merger and Sale of Assets,&quot; the indenture does not contain any
provisions that are intended to protect holders of senior notes in the event of
a highly-leveraged or similar transaction involving us. </p>
<b>
<p align="justify">Interest</p>
</b>
<p align="justify">Each senior note will bear interest initially at the annual
rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% from the original issuance date to the purchase contract
settlement date or, if earlier, a remarketing settlement date, initially payable
quarterly in arrears on February 17, May 17, August 17 and November 17 of each
year, commencing &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 17, 2006. After the purchase contract settlement
date or, if earlier, a remarketing settlement date, interest on each senior note
will be payable semi-annually in arrears on February 17 and August 17 of each
year, commencing August 17, 2009, at the reset interest rate or, if the interest
rate has not been reset, at the annual rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%. The interest rate on
the senior notes will be reset in connection with the remarketing as described
below under &quot;- Interest Rate Reset and Extended Maturity Date.&quot; However, if
there is not a successful remarketing of the senior notes, the interest rate
will not be reset and the senior notes will continue to bear interest at the
initial interest rate, all as described below under &quot;- Interest Rate Reset and
Extended Maturity Date.&quot;</p>
<p align="justify">The amount of interest payable on the senior notes for any
period will be computed (1) for any full quarterly or semi-annual period, as
applicable, on the basis of a 360-day year of twelve 30-day months and (2) for
any period shorter than a full quarterly or semi-annual period, as applicable,
on the basis of a 30-day month and, for any period less than a month, on the
basis of the actual number of days elapsed per 30-day month. If an interest
payment date falls on a date that is not a business day, then interest will be
paid on the next day that is a business day and no interest on such payment will
accrue for the period from and after such interest payment date.</p>
<b>
<p align="justify">Remarketing</p>
</b>
<p align="justify">The senior notes may be remarketed prior to maturity on an
optional remarketing date and, if no successful optional remarketing has
occurred or, if we have not elected to conduct an optional remarketing, will be
remarketed in a final remarketing, in each case as described under &quot;Description
of the Purchase Contracts - Remarketing.&quot;</p>
<b>
<p align="justify">Remarketing of Senior Notes that are not Included in
Corporate Units at the Option of the Holder</p>
</b>
<p align="justify">On or before the second business day immediately preceding
the first day of the optional remarketing period, if we have elected an optional
remarketing, or, if no successful optional remarketing has occurred, the first
day of the final remarketing period, holders of senior notes that do not
underlie Corporate Units may elect to have their senior notes remarketed in the
same manner as senior notes that underlie Corporate Units by delivering their
senior notes along with a notice of this election to the collateral agent. The
collateral agent will hold the senior notes in an account separate from the
collateral account in which the pledged securities will be held. Holders of
senior notes electing to have their senior notes remarketed will also have the
right to withdraw the election on or before the second business day immediately
preceding the first day of the optional remarketing period, if we have elected
an optional remarketing, or, if no successful optional remarketing has occurred,
the first day of the final remarketing period.</p>
<b>
<p align="justify">Interest Rate Reset and Extended Maturity Date</p>
</b>
<p align="justify">In the case of a successful optional remarketing, the
interest rate on the senior notes may be reset on the date of a successful
optional remarketing and the reset rate will become effective on the remarketing
settlement date, which will be, in the case of an optional remarketing occurring
between November 3 and November 13, 2008, November 17, 2008 or, in the case of
an optional remarketing occurring between December 1 and December 11, 2008, the
third business day immediately following such successful optional remarketing
date. In the case of a final remarketing, the interest rate on the senior notes
will be reset on the date of a successful final remarketing and the reset rate
will become effective on the purchase contract settlement date. If either reset
occurs, the reset rate will be the rate determined by the remarketing agent as
the annual interest rate the senior notes should bear in order for the senior
notes to be remarketed to have an aggregate market value on the reset date of at
least 100% of the Treasury portfolio purchase price (including accrued and
unpaid interest to the remarketing settlement date for an optional remarketing
occurring between December 1 and December 11, 2008), in the case of an optional
remarketing, or the aggregate principal amount of such senior notes in the case
of a final remarketing. The reset rate may be higher or lower than the initial
interest rate of the senior notes depending on the results of the remarketing
and market conditions at that time. However, in no event will the reset rate
exceed the maximum rate permitted by applicable law.</p>
<p align="justify">If the senior notes are not successfully remarketed, the
interest rate will not be reset and the senior notes will continue to bear
interest at the initial annual interest rate of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%.</p>
<p align="justify">The remarketing agent is not obligated to purchase any senior
notes that would otherwise remain unsold in the remarketing. None of us, the
remarketing agent or any agent of us or the remarketing agent will be obligated
in any case to provide funds to make payment upon tender of senior notes for
remarketing.</p>
<p align="justify">In connection with a successful remarketing, we may extend
the maturity date of the senior notes (including senior notes that do not
underlie Corporate Units and elect not to participate in any remarketing) to any
date not later than February 17, 2019. Such extended maturity date, if any, will
be effective on the date on which the reset rate is effective.</p>
<b>
<p align="justify">Put Option Upon Failed Final Remarketing</p>
</b>
<p align="justify">If the senior notes have not been successfully remarketed on
or prior to the third business day immediately preceding the purchase contract
settlement date, holders of senior notes will have the right to require us to
purchase their senior notes on the purchase contract settlement date, upon at
least two business days' prior notice, at a price equal to the principal amount
of such senior notes, plus accrued and unpaid interest. Holders of senior notes
that underlie Corporate Units will be deemed to have exercised such put right as
described under &quot;Description of the Purchase Contracts - Remarketing,&quot; unless
they settle the related purchase contracts with separate cash.</p>
<b>
<p align="justify">Optional Redemption - Special Event</p>
</b>
<p align="justify">If a special event, as defined below, occurs and is
continuing prior to the earlier of (1) the date of a successful remarketing or
(2) the purchase contract settlement date, we may redeem, at our option, at any
time on not less than 30 days prior written notice, the senior notes in whole,
but not in part, at a price equal to, for each senior note, the redemption
amount, as defined below, plus accrued and unpaid interest thereon, which we
refer collectively to as the redemption price, to the date of redemption, which
we refer to as the &quot;special event redemption date.&quot; The redemption price payable
in respect of all senior notes included in Corporate Units will be distributed
to the collateral agent, which in turn will apply an amount equal to the
redemption amount of such redemption price to purchase the Treasury portfolio on
behalf of the holders of the Corporate Units. Thereafter, the applicable
ownership interests in the Treasury portfolio will be substituted for the senior
notes and will be pledged to us through the collateral agent to secure the
Corporate Unit holders' obligations to purchase shares of our common stock under
the related purchase contracts. Holders of senior notes that are not part of
Corporate Units will directly receive proceeds from the redemption of the senior
notes.</p>
<p align="justify">&quot;Special event&quot; means either a tax event or an accounting
event, each as defined below.</p>
<p align="justify">&quot;Accounting event&quot; means the receipt by the audit committee
of our board of directors of a written report in accordance with Statement on
Auditing Standards (&quot;SAS&quot;) No. 97, &quot;Amendment to SAS No. 50 - Reports on the
Application of Accounting Principles,&quot; or any successor pronouncement from our
independent auditors, provided at the request of management, to the effect that,
as a result of a change in accounting rules after the date of original issuance
of the senior notes, we must either (a) account for the purchase contracts as
derivatives under SFAS 133 (or otherwise mark-to-market or measure the fair
value of all or any portion of the purchase contracts with changes appearing in
our income statement) or (b) account for the Equity Units using the if-converted
method under SFAS 128, and that such accounting treatment will cease to apply
upon redemption of the senior notes.</p>
<p align="justify">&quot;Tax event&quot; means the receipt by us of an opinion of counsel,
rendered by a law firm having a recognized national tax practice, to the effect
that, as a result of any amendment to, change in or announced proposed change in
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative decision, pronouncement, judicial decision or action
interpreting or applying such laws or regulations, which amendment or change is
effective or which proposed change, pronouncement, action or decision is
announced on or after the date of original issuance of the senior notes, there
is more than an insubstantial increase in the risk that interest payable by us
on the senior notes is not, or within 90 days of the date of such opinion, will
not be, deductible by us, in whole or in part, for United States federal income
tax purposes.</p>
<p align="justify">&quot;Redemption amount&quot; means, for each senior note, the product
of the principal amount of such senior note and a fraction, the numerator of
which is the Treasury portfolio purchase price, as defined below, and the
denominator of which is the applicable principal amount, as defined below;
provided that in no event shall the redemption amount for any senior note be
less than the principal amount of such senior note.</p>
<p align="justify">For the purposes of a special event redemption, &quot;Treasury
portfolio purchase price&quot; means the lowest aggregate ask-side price quoted by a
primary U.S. government securities dealer to the quotation agent, between 9:00
a.m. and 11:00 a.m., New York City time on the third business day immediately
preceding the special event redemption date for the purchase of the Treasury
portfolio for settlement on the special event redemption date.</p>
<p align="justify">For the purposes of a special event redemption &quot;applicable
principal amount&quot; means the aggregate principal amount of the senior notes that
are part of the Corporate Units on the special event redemption date.</p>
<p align="justify">For the purposes of a special event redemption, &quot;Treasury
portfolio&quot; means a portfolio of U.S. Treasury securities (or principal or
interest strips thereof) that mature on February 15, 2009, and is payable on the
purchase contract settlement date, in an aggregate amount at maturity equal to
the applicable principal amount and with respect to each scheduled interest
payment date on the senior notes that occurs after the special event redemption
date, to and including the purchase contract settlement date, U.S. Treasury
securities (or principal or interest strips thereof) that mature on or prior to
the business day immediately preceding such scheduled interest payment date in
an aggregate amount at maturity equal to the aggregate interest payment
(assuming no reset of the interest rate) that would be due on the applicable
principal amount of the senior notes on such date.</p>
<p align="justify">&quot;Quotation Agent&quot; means any primary U.S. government
securities dealer selected by us.</p>
<b>
<p align="justify">Optional Redemption</p>
</b>
<p align="justify">In connection with any successful remarketing, in the event
we elect to extend the maturity date of the senior notes as described above
under &quot; -Interest Rate Reset and Extended Maturity Date,&quot; we may elect to add
redemption dates on or after February 17, 2011, on which we may redeem the
senior notes at our option at any such redemption date, on not less than 30 days
prior written notice, at the redemption price equal to 100% of the principal
amount of such senior notes being redeemed, plus accrued and unpaid interest.</p>
<b>
<p align="justify">Agreement by Purchasers</p>
</b>
<p align="justify">Each senior note will provide that, by acceptance of the
senior note or a beneficial interest therein, the holder thereof intends that
the senior note constitutes indebtedness and agrees to treat it as indebtedness
for United States federal, state and local income and franchise tax purposes.</p>
<b>
<p align="justify">Ranking</p>
</b>
<p align="justify">The senior notes will be our direct, unsecured general
obligations and will rank equally with all of our other unsecured and
unsubordinated debt. After giving effect to the issuance and sale of senior
notes, and the application of the net proceeds therefrom, as of September 30,
2005, we would have had approximately $ billion of outstanding debt that ranked
equally with the senior notes. In addition, we have been granted authority by
the SEC to issue up to $3 billion of guarantees for the benefit of our
non-utility subsidiaries and expect to have such guarantees outstanding from
time to time in various aggregate amounts. The senior notes will not be
obligations of or guaranteed by any of our subsidiaries. As a result, the senior
notes will be structurally subordinated to all debt and other liabilities of our
subsidiaries, which means that creditors and preferred stockholders of our
subsidiaries will be paid from the assets of such subsidiaries before holders of
the senior notes would have any claims to those assets.</p>
<b>
<p align="justify">Payment and Paying Agents</p>
</b>
<p align="justify">Interest on the senior notes payable on each interest payment
date will be paid to the person in whose name that senior note is registered as
of the close of business on the regular record date for the interest payment
date, which will be the close of business (whether or not a business day) on the
first day of the calendar month on which such interest payment date occurs.
However, interest payable at maturity will be paid to the person to whom the
principal is paid. If there has been a default in the payment of interest on any
senior note, other than at maturity, the defaulted interest may be paid to the
holder of such senior note as of the close of business on a date between 10 and
15 days before the date proposed by us for payment of such defaulted interest or
in any other lawful manner permitted by any securities exchange on which that
senior note may be listed, if the trustee finds it practicable. (Indenture,
Section 307.)</p>
<p align="justify">Principal and interest on the securities at maturity will be
payable upon presentation of the senior notes at the corporate trust office of
Deutsche Bank Trust Company Americas, in the Borough of Manhattan, The City of
New York, as our paying agent. We may change the place of payment on senior
notes, and may appoint one or more additional paying agents (including
ourselves) and may remove any paying agent, all at our discretion. (Indenture,
Section 602.)</p>
<p align="justify">We will pay principal and interest due on senior notes in the
form of global securities to DTC or its nominee in immediately available funds.
DTC will then make payment to its participants for disbursement to the
beneficial owners of the senior notes.</p>
<b>
<p align="justify">Registration and Transfer</p>
</b>
<p align="justify">The transfer of senior notes may be registered, and senior
notes may be exchanged for other senior notes of the same series, in
denominations of $1,000 and integral multiples of $1,000 (unless senior notes
have previously been issued in denominations of $50 and integral multiples
thereof, in which case senior notes will be exchangeable for a like aggregate
principal amount in denominations of $50 and integral multiples of $50) and with
the same terms and principal amount, at the offices of the trustee in The City
of New York. We may change the place for registration of transfer and exchange
of the senior notes and may designate additional places for registration and
exchange. (Indenture, Section 602.) No service charge will be made for any
transfer or exchange of the senior notes. However, we may require payment to
cover any tax or other governmental charge that may be imposed. We will not be
required to execute or to provide for the registration of transfer of, or the
exchange of, (a) any senior notes during the 15 days before giving any notice of
redemption or (b) any senior note selected for redemption except the unredeemed
portion of any senior note being redeemed in part. (Indenture, Section 305.)</p>
<b>
<p align="justify">Defeasance</p>
</b>
<p align="justify">On or after February 17, 2011, subject to certain conditions,
we will be discharged from our obligations on the senior notes if we irrevocably
deposit with the trustee sufficient cash or government securities to pay the
principal, interest, any premium and any other sums when due on the stated
maturity date or a redemption date of senior notes. (Indenture, Section 701.)</p>
<b>
<p align="justify">Limitation on Liens</p>
</b>
<p align="justify">The indenture provides that, so long as any senior notes are
outstanding, we will not create or suffer to exist any lien upon or with respect
to any of our properties, including, without limitation, any shares of any class
of equity security of any Significant Subsidiary, as defined below, to secure or
provide for the payment of any Debt, as defined below, without also securing
such outstanding senior notes, and all other Debt entitled to be so secured,
equally and ratably with such Debt.</p>
<p align="justify">This restriction does not apply to:</p>
<dir>
  <dir>
    <dir>
      <dir>
        <p align="justify">(1) liens in existence on the date of the indenture;</p>
        <p align="justify">(2) liens for taxes, assessments or governmental
        charges or levies to the extent not past due or which are being
        contested in good faith in appropriate proceedings diligently conducted
        and for which we have provided adequate reserves for the payment thereof
        in accordance with generally accepted accounting principles;</p>
        <p align="justify">(3) pledges or deposits in the ordinary course of
        business to secure obligations under worker's compensation laws or
        similar legislation;</p>
        <p align="justify">(4) other pledges or deposits in the ordinary course
        of business, other than for Debt, that, in the aggregate are not
        material to us;</p>
        <p align="justify">(5) purchase money mortgages or other purchase money
        security interests upon or in any property acquired or held by us in the
        ordinary course of business to secure the purchase price of such
        property or to secure Debt incurred solely for the purpose of financing
        the acquisition of such property;</p>
        <p align="justify">(6) liens imposed by law such as materialmen's,
        mechanics', carriers', workers' and repairmen's liens and other similar
        liens arising in the ordinary course of business for sums not yet due or
        currently being contested in good faith by appropriate proceedings
        diligently conducted;</p>
        <p align="justify">(7) attachment, judgment or other similar liens
        arising in connection with court proceedings, provided that such liens,
        in the aggregate, shall not exceed $50 million at any one time
        outstanding;</p>
        <p align="justify">(8) other liens not otherwise referred to in clauses
        (1) through (7) above, provided that such liens, in the aggregate, shall
        not exceed $100 million at any one time outstanding; and</p>
        <p align="justify">(9) liens created for the sole purpose of extending,
        renewing or replacing in whole or in part Debt secured by any lien
        referred to in clauses (1) through (6) above, provided that the
        principal amount of the Debt secured by such liens shall not exceed the
        principal amount of Debt so secured at the time of such extension,
        renewal, replacement and that such extension, renewal or replacement
        shall be limited to all or a part of the property or Debt that secured
        the lien so extended, renewed or replaced, and any improvements on such
        properties;</p>
      </dir>
    </dir>
  </dir>
</dir>
<p align="justify">provided, however, that we cannot place any lien permitted
under the foregoing clauses (1) through (9) upon any shares of any class of
equity security of any Significant Subsidiary without simultaneously, equally
and ratably securing the outstanding senior notes. (Indenture, Section 608.)</p>
<p align="justify">&quot;Debt,&quot; with respect to any person means (without
duplication) all liabilities, obligations and indebtedness, contingent or
otherwise, of such person:</p>
<dir>
  <dir>
    <dir>
      <dir>
        <p align="justify">(1) for borrowed money or evidenced by bonds,
        debentures, notes, or other similar instruments;</p>
        <p align="justify">(2) to pay the deferred purchase price of property or
        services, other than such obligations incurred in the ordinary course of
        business on customary trade terms, provided that such obligations are
        not more than 30 days past due;</p>
        <p align="justify">(3) as lessee under leases, which shall have been or
        should be, in accordance with generally accepted accounting principles,
        recorded as capital leases;</p>
        <p align="justify">(4) under reimbursement agreements or similar
        agreements with respect to the issuance of letters of credit, other than
        obligations in respect of letters of credit opened to provide for the
        payment of goods or services purchased in the ordinary course of
        business;</p>
        <p align="justify">(5) under any Guaranty Obligations; and</p>
        <p align="justify">(6) liabilities in respect of unfunded vested
        benefits under plans covered by Title IV of ERISA.</p>
      </dir>
    </dir>
  </dir>
</dir>
<p align="justify">&quot;Significant Subsidiary&quot; means Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
System Energy Resources, Inc., or in each case, its successors and permitted
assigns, and any other Domestic Regulated Utility Subsidiary: (1) the total
assets (after intercompany eliminations) of which exceed 5% of our total assets
and the total assets of our subsidiaries or (2) the net worth of which exceeds
5% of the Consolidated Net Worth of us and our subsidiaries, in each case as
shown on the most recent audited consolidated balance sheet of us and our
subsidiaries. In no event shall &quot;Significant Subsidiary&quot; include any Domestic
Regulated Utility Subsidiary that as of September 30, 2005, (1) had total assets
(after intercompany eliminations) which were 5% or less of our total assets and
the total assets of our subsidiaries at such date or (2) had a net worth which
was 5% or less of the Consolidated Net Worth of us and our subsidiaries at such
date.</p>
<p align="justify">&quot;Domestic Regulated Utility Subsidiary&quot; means a direct or
indirect domestic subsidiary of ours engaged in the generation, transmission or
distribution of electricity or the transmission or distribution of natural gas
that is regulated as to rates by the FERC (or successor federal agency) or a
state or local governmental body on a cost- of service basis.</p>
<p align="justify">&quot;Consolidated Net Worth&quot; means the sum of the capital stock,
excluding treasury stock and capital stock subscribed for and unissued, and
surplus, including earned surplus, capital surplus and the balance of the
current profit and loss account not transferred to surplus, accounts of us and
our subsidiaries appearing on a consolidated balance sheet of us and our
subsidiaries prepared as of the date of determination in accordance with
generally accepted accounting principles consistent with those applied in the
preparation of our consolidated financial statements, after eliminating all
intercompany transactions and all amounts properly attributable to minority
interests, if any, in the stock and surplus of subsidiaries.</p>
<p align="justify">&quot;Guaranty Obligations&quot; means (1) direct or indirect
guaranties in respect of, and obligations to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, Debt of any person
and (2) other guaranty or similar obligations in respect of the financial
obligations of others including without limitation, Support Obligations. For
purposes of this definition, the term &quot;Support Obligations&quot; shall mean any
financial obligation, contingent or otherwise, of any person guaranteeing or
otherwise supporting any Debt or other obligation of any other person in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such person, direct or indirect, (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
of such Debt, (2) to purchase property, securities or services for the purpose
of assuring the owner of such Debt of the payment of such Debt, (3) to maintain
working capital, equity capital, available cash or other financial statement
condition of the primary obligor so as to enable the primary obligor to pay such
Debt, (4) to provide equity capital under or in respect of equity subscription
arrangements so as to assure any Person with respect to the payment of such Debt
or the performance of such obligation, or (5) to provide financial support for
the performance of, or to arrange for the performance of, any non-monetary
obligations or non-funded debt payment obligations (including, without
limitation, guaranties of payments under power purchase or other similar
arrangements) of the primary obligor.</p>
<b>
<p align="justify">Limitation on Debt</p>
</b>
<p align="justify">The indenture provides that, so long as any senior notes are
outstanding, we shall not permit the total principal amount of all of our Debt
and the Debt of our subsidiaries, determined on a consolidated basis and without
duplication of liability therefor, at any time to exceed 65% of Capitalization
determined as of the last day of our most recently ended fiscal quarter.
&quot;Capitalization&quot; means, as of any date of determination, with respect to us and
our subsidiaries determined on a consolidated basis, an amount equal to the sum
of (1) the total principal amount of all of our Debt and Debt of our
subsidiaries outstanding on such date, (2) Consolidated Net Worth as of such
date and (3) to the extent not otherwise included in Capitalization, all
preferred stock and other preferred securities of us and our subsidiaries,
including preferred securities issued by any subsidiary trust, outstanding on
such date. For purposes of this restriction, &quot;Debt&quot; and &quot;Capitalization&quot; shall
not include certain junior subordinated debentures issued to a subsidiary trust
which has issued preferred securities that are included in the calculation of
&quot;Capitalization,&quot; and any Debt of any of our subsidiaries that is Non-Recourse
Debt. &quot;Non- Recourse Debt&quot; means any Debt of any of our subsidiaries that does
not constitute our Debt or Debt of any Significant Subsidiary.</p>
<b>
<p>Disposition of Assets</p>
</b>
<p align="justify">The indenture provides that, so long as any senior notes are
outstanding, we will not cause a Stock Disposition with respect to any Principal
Utility Subsidiary, or permit any Principal Utility Subsidiary to cause a Stock
Disposition with respect to any other Person, unless (i) we shall continue to
own directly or indirectly all of the Common Equity of each Principal Utility
Subsidiary, or (ii) such Stock Disposition is pursuant, required or related to
any regulatory authority and/or governing body (pertaining (A) to the
organization or formation of a regional transmission organization or (B) to the
separation or disaggregation of generation, transmission and/or distribution
assets), and within 180 days of such Stock Disposition, we apply (or cause such
Principal Utility Subsidiary to apply) all of the Net Available Cash from such
Stock Disposition (1) to prepay, repay, purchase, repurchase, redeem, retire,
defease or otherwise acquire for value our Debt and/or Debt of one or more
Domestic Regulated Utility Subsidiaries that remain a subsidiary of ours and/or
(2) to reinvest in the business of one or more Domestic Regulated Utility
Subsidiaries.</p>
<p>&quot;Stock Disposition&quot; means, with respect to any Person, the issuance, sale,
lease, transfer, conveyance or other disposition of (whether in one transaction
or in a series of transactions) any Common Equity (or stock or other instruments
convertible into Common Equity) of such Person.</p>
<p>&quot;Principal Utility Subsidiary&quot; means Entergy Arkansas, Inc., Entergy Gulf
States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., System Energy
Resources, Inc., or in each case, its successor and permitted assigns, and any
other Domestic Regulated Utility Subsidiary: (1) the total assets (after
intercompany eliminations) of which exceed 20% of our total assets and the total
assets of our subsidiaries or (2) the net worth of which exceeds 20% of the
Consolidated Net Worth of us and our subsidiaries, in each case as shown on the
most recent audited consolidated balance sheet of us and our subsidiaries. In no
event shall &quot;Principal Utility Subsidiary&quot; include any Domestic Regulated
Utility Subsidiary that as of September 30, 2005, (1) had total assets (after
intercompany eliminations) which were 5% or less of our total assets and the
total assets of our subsidiaries at such date or (2) had a net worth which was
5% or less of the Consolidated Net Worth of us and our subsidiaries at such
date.</p>
<p>&quot;Net Available Cash&quot; from a Stock Disposition means cash payments received
therefrom net of all legal, title and recording tax expenses, commissions and
other fees and expenses incurred, and all federal, state and local taxes
required to be paid or accrued as a liability under United States generally
accepted accounting principles, as a result of such Stock Disposition.</p>
<p>&quot;Common Equity&quot;<i><b> </b></i>shall mean the stock, shares or other ownership
interests in the issuer thereof howsoever evidenced (including, without
limitation, limited liability company membership interests) that has ordinary
voting power for the election of directors, managers or trustees (or other
persons performing similar functions) of the issuer, as applicable, provided
that Preferred Equity, even if it has such ordinary voting power, shall not be
Common Equity.</p>
<p>&quot;Preferred Equity&quot; shall mean any stock, shares or other ownership interests
in the issuer thereof howsoever evidenced (including, without limitation,
limited liability company membership interests), whether with or without voting
rights, that is entitled to dividends or distributions prior to the payment of
dividends or distributions with respect to Common Equity.</p>
<b>
<p align="justify">Consolidation, Merger and Sale of Assets</p>
</b>
<p align="justify">The indenture provides that we may not consolidate with or
merge into any other entity or convey, transfer or lease our properties and
assets substantially as an entirety to any entity, unless:</p>
<dir>
  <li>
      <p align="justify">the surviving or successor entity or an entity which
      acquires by conveyance or transfer or which leases our properties and
      assets substantially as an entirety is organized and validly existing
      under the laws of the United States of America or any state thereof and it
      expressly assumes our obligations on all Indenture Securities, including
      the senior notes, and under the indenture;</p>
      </li>
  <li>
      <p align="justify">immediately after giving effect to the transaction,
      no event of default under the indenture or no event which, after notice or
      lapse of time or both, would become an event of default, shall have
      occurred and be continuing; and</p>
      </li>
  <li>
      <p align="justify">we shall have delivered to the trustee an officer's
      certificate and an opinion of counsel as provided in the indenture.</p>
    </li>
</dir>
<p align="justify">(Indenture, Section 1101.)</p>
<p align="justify">Upon the consummation of any such transaction, the surviving
or successor entity will succeed to our rights and powers under the indenture
and, except in the case of a lease, we shall be relieved of all obligations and
covenants under the indenture and the outstanding Indenture Securities.
(Indenture, Section 1102.) The terms of the indenture do not restrict us in a
merger in which we are the surviving entity.</p>
<b>
<p align="justify">Events of Default</p>
</b>
<p align="justify">&quot;Event of default&quot; when used in the indenture with respect to
any series of Indenture Securities, including the senior notes, means any of the
following:</p>
<dir>
  <li>
      <p align="justify">failure to pay interest on any Indenture Security for
      three business days after it is due and payable;</p>
      </li>
  <li>
      <p align="justify">failure to pay the principal of or any premium on any
      Indenture Security when due and payable;</p>
      </li>
  <li>
      <p align="justify">failure to perform any other covenant or warranty in
      the indenture, other than a covenant that does not relate to that series
      of Indenture Security, that continues for 30 days after we receive written
      notice from the trustee, or we and the trustee receive a written notice
      from the holders of 33% in aggregate principal amount of the Indenture
      Securities of that series; provided, however, that the trustee or such
      holders, shall be deemed to have agreed to an extension of such period if
      we initiate and diligently pursue corrective action within such period;</p>
      </li>
  <li>
      <p align="justify">events of bankruptcy, insolvency or reorganization
      relating to us specified in the indenture; or</p>
      </li>
  <li>
      <p align="justify">any other Event of Default specified in that series.</p>
    </li>
</dir>
<p align="justify">(Indenture, Section 801.)</p>
<p align="justify">We will reserve the right in the supplemental indenture to
amend the Indenture without any consent or other action of the holders of any
series of Indenture Securities, including the senior notes, issued after
December 1, 2003 to change the grace period for failure to pay interest on the
Indenture Securities from three Business Days to 30 days, and to change the
grace period for failure to perform certain covenants from 30 days to 90 days.</p>
<p align="justify">In addition, so long as any senior notes are outstanding, the
term &quot;event of default&quot; when used in the indenture with respect to the senior
notes shall also mean any of the following:</p>
<dir>
  <li>
      <p align="justify">Failure to pay any principal of or premium or
      interest on any of our Debt that is outstanding in a principal amount in
      excess of $50 million in the aggregate, including such a failure with
      respect to Indenture Securities of another series, when the same becomes
      due and payable, whether by scheduled maturity, required prepayment,
      acceleration, demand or otherwise, and such failure continues after the
      expiration of any applicable grace period specified in the agreement or
      instrument relating to such Debt;</p>
      </li>
  <li>
      <p align="justify">Failure by us or any Significant Subsidiary to pay
      our or its debts as such debts become due, or admission in writing of its
      inability to pay its debts generally, or making a general assignment for
      the benefit of creditors; or any proceeding shall be instituted by or
      against us or any Significant Subsidiary seeking to adjudicate us or any
      such Significant Subsidiary a bankrupt or insolvent, or seeking
      liquidation, winding up, reorganization, arrangement, adjustment,
      protection, relief, or composition of it or its debts under any law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or seeking the entry of an order for relief or the appointment of a
      receiver, trustee, custodian or other similar official for it or for any
      substantial part of its property and, in the case of any such proceeding
      instituted against it (but not instituted by it), either such proceeding
      shall remain undismissed or unstayed for a period of 30 days, or any of
      the actions sought in such proceeding, including, without limitation, the
      entry of an order for relief against, or the appointment of a receiver,
      trustee, custodian or other similar official for, it or for any
      substantial part of its property, shall occur; or we or any Significant
      Subsidiary shall take any corporate action to authorize or to consent to
      any of the actions set forth in this subparagraph; or</p>
      </li>
  <li>
      <p align="justify">Any judgment or order for the payment of money in
      excess of $25 million has been rendered against us and either (1)
      enforcement proceedings shall have been commenced by any creditor upon
      such judgment or order or (2) there shall be any period of 10 consecutive
      Business Days during which a stay of enforcement of such judgment or
      order, by reason of a pending appeal or otherwise, shall not be in effect.</p>
    </li>
</dir>
<p align="justify">Additional events of default for a series of Indenture
Securities may be specified at the time such series is created. An event of
default for a particular series of Indenture Securities does not necessarily
constitute an event of default for any other series of Indenture Securities
issued under the indenture.</p>
<p align="justify">The trustee may withhold notice to the holders of Indenture
Securities of any default, except default in the payment of principal, premium
or interest, if it considers the withholding of notice to be in the interests of
the holders. (Indenture, Section 902.)</p>
<b>
<p align="justify">Remedies</p>
</b>
<p align="justify">If an event of default under the indenture for any series of
Indenture Securities, including the senior notes, occurs and continues or, so
long as the senior notes are outstanding, if a Prepayment Event, as defined
below, with respect to the senior notes occurs and continues, the trustee or the
holders of a majority in aggregate principal amount of all the Indenture
Securities of such series or the senior notes, as the case may be, may declare
the entire principal amount of all the Indenture Securities of that series or
the senior notes, as the case may be, together with accrued interest, to be due
and payable immediately. However, if the event of default is applicable to more
than one series of outstanding Indenture Securities under the indenture, only
the trustee or holders of a majority in aggregate principal amount of all
outstanding Indenture Securities of all those series, voting as one class, and
not the holders of any one series, may make that declaration of acceleration.
Notwithstanding the foregoing, so long as the senior notes are outstanding, the
senior notes shall become automatically due and payable upon an actual entry of
an order for relief under the federal bankruptcy code with respect to us or any
Significant Subsidiary. For the purposes of this paragraph, &quot;Prepayment Event&quot;
means the occurrence of any event or the existence of any condition under any
agreement or instrument relating to Debt of a Significant Subsidiary that is
outstanding in a principal amount in excess of $50 million in the aggregate,
which occurrence or event results in the declaration of such Debt being due and
payable, or such Debt being required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof.</p>
<p align="justify">At any time after a declaration of acceleration with respect
to the Indenture Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained, the event of default
under the indenture giving rise to the declaration of acceleration will be
considered waived, and the declaration and its consequences will be considered
automatically rescinded and annulled, if:</p>
<dir>
  <li>
      <p align="justify">We have paid or deposited with the trustee a sum
      sufficient to pay:</p>
  <dir>
    <dir>
      <dir>
        <ol>
          <p align="justify">(1) all overdue interest on all Indenture
          Securities of the series;</p>
          <p align="justify">(2) the principal of and premium, if any, on any
          Indenture Securities of the series, which have otherwise become due
          and interest thereon that is currently due;</p>
          <p align="justify">(3) interest on overdue interest; and</p>
          <p align="justify">(4) all amounts due to the trustee under the
          indenture; and</p>
          </ol>
      </dir>
    </dir>
  </dir>
  <li>
      <p align="justify">Any other event of default under the indenture with
      respect to the Indenture Securities of that series, other than the
      non-payment of principal of such series which shall have become due solely
      by such declaration of acceleration, has been cured or waived as provided
      in the indenture.</p>
    </li>
</dir>
<p align="justify">However, no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or impair any related right.
(Indenture, Section 802.)</p>
<p align="justify">&nbsp;</p>
<p align="justify">Other than its duties in case of an event of default under
the indenture, the trustee is not obligated to exercise any of its rights or
powers under the indenture at the request, order or direction of any of the
holders, unless the holders offer the trustee a reasonable indemnity.
(Indenture, Section 903.) If they provide this reasonable indemnity, the holders
of a majority in aggregate principal amount of any series of Indenture
Securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any power conferred upon the trustee. However, if the event of default under the
indenture relates to more than one series, only the holders of a majority in
aggregate principal amount of all affected series, considered as one class, will
have the right to give this direction and not the holders of the Indenture
Securities of any one series. The trustee is not obligated to comply with
directions that conflict with law or other provisions of the indenture.
(Indenture, Section 812.)</p>
<p align="justify">No holder of Indenture Securities of any series will have any
right to institute any proceeding under the indenture, or any remedy under the
indenture, unless:</p>
<dir>
  <li>
      <p align="justify">The holder has previously given to the trustee
      written notice of a continuing event of default under the indenture;</p>
      </li>
  <li>
      <p align="justify">The holders of a majority in aggregate principal
      amount of the outstanding Indenture Securities of all series in respect of
      which an event of default under the indenture shall have occurred and be
      continuing, considered as one class, have made a written request to the
      trustee, and have offered reasonable indemnity to the trustee to institute
      proceedings;</p>
      </li>
  <li>
      <p align="justify">The trustee has failed to institute any proceeding
      for 60 days after notice; and</p>
      </li>
  <li>
      <p align="justify">No direction inconsistent with such written request
      shall have been given to the trustee during that 60day period by the
      holders of a majority in aggregate principal amount of the outstanding
      Indenture Securities of all series in respect of which an event of default
      shall have occurred and be continuing, considered as one class.</p>
    </li>
</dir>
<p align="justify">(Indenture, Section 807.)</p>
<p align="justify">However, these limitations do not apply to a suit by a holder
of an Indenture Security for payment of the principal, premium, if any, or
interest on the debt security on or after the applicable due date. (Indenture,
Section 808.)</p>
<p align="justify">We have agreed under the indenture to provide to the trustee
an annual statement by an appropriate officer as to our compliance with all
conditions and covenants under the indenture. (Indenture, Section 606.)</p>
<b>
<p align="justify">Modification and Waiver</p>
</b>
<p align="justify">Without the consent of any holder of Indenture Securities
issued under the indenture, including holders of the senior notes, we and the
trustee may enter into one or more supplemental indentures for any of the
following purposes:</p>
<dir>
  <li>
      <p align="justify">to evidence the assumption by any permitted successor
      of our covenants in the indenture and in the indenture securities;</p>
      </li>
  <li>
      <p align="justify">to add additional covenants or for us to surrender
      any right or power under the indenture;</p>
      </li>
  <li>
      <p align="justify">to add additional events of default under the
      indenture;</p>
      </li>
  <li>
      <p align="justify">to change or eliminate or add any provision to the
      indenture; provided, however, if the change, elimination or addition will
      adversely affect the interests of the holders of indenture securities of
      any series in any material respect, the change, elimination or addition
      will become effective only:</p>
      </li>
  <dir>
    <dir>
      <dir>
        <dir>
          <p align="justify">(1) when the consent of the holders of Indenture
          Securities of such series has been obtained in accordance with the
          indenture; or</p>
          <p align="justify">(2) when no Indenture Securities of the affected
          series remain outstanding under the indenture;</p>
          <p align="justify">&nbsp;</p>
        </dir>
      </dir>
    </dir>
  </dir>
  <li>
      <p align="justify">to provide collateral security for all but not part
      of the Indenture Securities;</p>
      </li>
  <li>
      <p align="justify">to establish the form or terms of Indenture
      Securities of any series as permitted by the indenture;</p>
      </li>
  <li>
      <p align="justify">to provide for the authentication and delivery of
      bearer securities and coupons appertaining thereto;</p>
      </li>
  <li>
      <p align="justify">to evidence and provide for the acceptance of
      appointment of a successor trustee;</p>
      </li>
  <li>
      <p align="justify">to provide for the procedures required for use of a noncertificated system of registration for the Indenture Securities of all
      or any series;</p>
      </li>
  <li>
      <p align="justify">to change any place where principal, premium, if any,
      and interest shall be payable, Indenture Securities may be surrendered for
      registration of transfer or exchange and notices to us may be served; or</p>
      </li>
  <li>
      <p align="justify">to cure any ambiguity, to correct or supplement any
      defect or inconsistency or to make any other changes or to add provisions
      with respect to matters and questions arising under the indenture;
      provided that such other changes or additions do not adversely affect the
      interests of the holders of Indenture Securities of any series in any
      material respect.</p>
    </li>
</dir>
<p align="justify">(Indenture, Section 1201.)</p>
<p align="justify">The holders of a majority in aggregate principal amount of
the Indenture Securities of all series then outstanding and affected, considered
as one class, may waive compliance by us with some restrictive provisions of the
indenture. (Indenture, Section 607.) The holders of a majority in aggregate
principal amount of the outstanding Indenture Securities of any series may waive
any past default under the indenture with respect to that series, except a
default in the payment of principal, premium, if any, or interest and certain
covenants and provisions of the indenture that cannot be modified or be amended
without the consent of the holder of each outstanding Indenture Security of the
series affected. (Indenture, Section 813.)</p>
<p align="justify">The consent of the holders of a majority in aggregate
principal amount of the Indenture Securities of all series then outstanding is
required for all other modifications to the indenture. However, if less than all
of the series of Indenture Securities outstanding are directly affected by a
proposed supplemental indenture, then the consent only of the holders of a
majority in aggregate principal amount of all series that are directly affected,
considered as one class, will be required. No such amendment or modification
may:</p>
<dir>
  <li>
      <p align="justify">change the stated maturity of the principal of, or
      any installment of principal of or interest on, any Indenture Security, or
      reduce the principal amount of any Indenture Security or its rate of
      interest or change the method of calculating the interest rate or reduce
      any premium payable upon redemption, or change the currency in which
      payments are made, or impair the right to institute suit for the
      enforcement of any payment on or after the stated maturity of any
      Indenture Security, without the consent of the holder;</p>
      </li>
  <li>
      <p align="justify">reduce the percentage in principal amount of the
      outstanding Indenture Securities of any series the consent of the holders
      of which is required for any supplemental indenture or any waiver of
      compliance with a provision of the indenture or any default thereunder and
      its consequences, or reduce the requirements for quorum or voting, without
      the consent of all the holders of the series; or</p>
      </li>
  <li>
      <p align="justify">Modify some of the provisions of the indenture
      relating to supplemental indentures, waivers of some covenants and waivers
      of past defaults with respect to the Indenture Securities of any series,
      without the consent of the holder of each outstanding Indenture Security
      affected thereby.</p>
    </li>
</dir>
<p align="justify">(Indenture, Section 1202.)</p>
<p align="justify">A supplemental indenture which changes the indenture solely
for the benefit of one or more particular series of Indenture Securities, or
modifies the rights of the holders of Indenture Securities of one or more
series, will not affect the rights under the indenture of the holders of the
Indenture Securities of any other series.</p>
<p align="justify">The indenture provides that Indenture Securities owned by us
or any other obligor or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with us or such obligor
shall be disregarded and considered not to be outstanding in determining whether
the required holders have given a request or consent. (Indenture, Section 101.)</p>
<p align="justify">We may fix in advance a record date to determine the required
number of holders entitled to give any request, demand, authorization,
direction, notice, consent, waiver or other such act of the holders, but we
shall have no obligation to do so. If we fix a record date, that request,
demand, authorization, direction, notice, consent, waiver or other act of the
holders may be given before or after that record date, but only the holders of
record at the close of business on that record date will be considered holders
for the purposes of determining whether holders of the required percentage of
the outstanding Indenture Securities have authorized or agreed or consented to
the request, demand, authorization, direction, notice, consent, waiver or other
act of the holders. For that purpose, the outstanding Indenture Securities shall
be computed as of the record date. Any request, demand, authorization,
direction, notice, consent, election, waiver or other act of a holder will bind
every future holder of the same Indenture Securities and the holder of every
Indenture Security issued upon the registration of transfer of or in exchange of
these Indenture Securities. A transferee will be bound by acts of the trustee or
us in reliance thereon, whether or not notation of that action is made upon the
Indenture Security. (Indenture, Section 104.)</p>
<b>
<p align="justify">Resignation of a Trustee</p>
</b>
<p align="justify">A trustee may resign at any time by giving written notice to
us or may be removed at any time by act of the holders of a majority in
aggregate principal amount of any series of Indenture Securities then
outstanding delivered to the trustee and us. No resignation or removal of a
trustee and no appointment of a successor trustee will be effective until the
acceptance of appointment by a successor trustee. So long as no event of default
or event which, after notice or lapse of time, or both, would become an event of
default has occurred and is continuing and except with respect to a trustee
appointed by act of the holders, if we have delivered to the trustee a
resolution of our Board of Directors appointing a successor trustee and such
successor has accepted the appointment in accordance with the terms of the
indenture, the trustee will be deemed to have resigned and the successor will be
deemed to have been appointed as trustee in accordance with the indenture.
(Indenture, Section 910.)</p>
<b>
<p align="justify">Notices</p>
</b>
<p align="justify">Notices to holders of senior notes will be given by mail to
the addresses of such holders as they may appear in the security register for
senior notes. (Indenture, Section 106.)</p>
<b>
<p align="justify">Title</p>
</b>
<p align="justify">We, the trustee, and any of our agent or agent of the
trustee, may treat the person in whose name senior notes are registered as the
absolute owner thereof, whether or not the senior notes may be overdue, for the
purpose of making payments and for all other purposes irrespective of notice to
the contrary. (Indenture, Section 308.)</p>
<b>
<p align="justify">Governing Law</p>
</b>
<p align="justify">The indenture and the senior notes will be governed by, and
construed in accordance with, the laws of the State of New York. (Indenture,
Section 112.)</p>
<b>
<p align="justify">Information about the Trustee</p>
</b>
<p align="justify">The trustee under the indenture will be Deutsche Bank Trust
Company Americas. In addition to acting as trustee, Deutsche Bank Trust Company
Americas also acts as trustee under various indentures of our affiliates. We and
our affiliates maintain deposit accounts and credit and liquidity facilities and
conduct other banking transactions with the trustee in the ordinary course of
our and its business.</p>
<b>
<p align="justify">Certain Book-Entry Procedures for the Senior Notes</p>
</b>
<p align="justify">Senior notes that are released from the pledge following
substitution of collateral or cash settlement of the purchase contracts will be
issued in the form of one or more global certificates, which are referred to as
&quot;global securities,&quot; registered in the name of the depositary or its nominee.
Except under the limited circumstances described below or except upon recreation
of Corporate Units, senior notes represented by the global securities will not
be exchangeable for, and will not otherwise be issuable as, senior notes in
certificated form. The global securities described above may not be transferred
except by the depositary to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or to a
successor depositary or its nominee.</p>
<p align="justify">The laws of some jurisdictions may require that some
purchasers of securities take physical delivery of securities in certificated
form. These laws may impair the ability to transfer beneficial interests in the
senior notes so long as the senior notes are represented by a global security.</p>
<p align="justify">Except as provided below, owners of beneficial interests in
such a global security will not be entitled to receive physical delivery of
senior notes in certificated form and will not be considered the holders (as
defined in the indenture) thereof for any purpose under the indenture, and no
global security representing senior notes shall be exchangeable, except for
another global security of like denomination and tenor to be registered in the
name of the depositary or its nominee or a successor depositary or its nominee.
Accordingly, each beneficial owner must rely on the procedures of the depositary
or if such person is not a participant, on the procedures of the participant
through which such person owns its interest to exercise any rights of a holder
under the indenture.</p>
<p align="justify">We will issue the senior notes in definitive certificated
form if the depositary notifies us that it is unwilling or unable to continue as
depositary or the depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934 and a successor depositary is not appointed by
us within 90 days. In addition beneficial interests in a global security
certificate may be exchanged for definitive certificated senior notes upon
request by or on behalf of the depositary in accordance with customary
procedures following the request of a beneficial owner seeking to exercise or
enforce its rights under such senior notes. If we determine at any time that the
senior notes shall no longer be represented by global security certificates, we
will inform the depositary of such determination who will, in turn, notify
participants of their right to withdraw such representation by global security
certificates, and if such participants elect to withdraw their beneficial
interests, we will issue certificates in definitive form in exchange for such
beneficial interests in the global security certificates. Any global senior
note, or portion thereof, that is exchangeable pursuant to this paragraph will
be exchangeable for senior note certificates registered in the names directed by
the depositary. We expect that these instructions will be based upon directions
received by the depositary from its participants with respect to ownership of
beneficial interests in the global security certificates.</p>
<b>
<a name="_Toc118167480">
<p align="center">DESCRIPTION OF COMMON STOCK</a></p>
</b><i>
<p align="justify">The following descriptions of our common stock and the
relevant provisions of our restated articles of incorporation and by-laws are
summaries and are qualified by reference to our amended certificate of
incorporation and by-laws that have been previously filed with the SEC and are
exhibits to the registration statement of which this prospectus is a part. The
following also summarizes certain applicable provisions of the General
Corporation Law of the State of Delaware (&quot;DGCL&quot;) and that summary is qualified
by reference to the DGCL.</p>
</i><b>
<p align="justify">General</p>
</b>
<p align="justify">Our authorized capital stock consists of 500,000,000 shares
of common stock, par value $.01 per share. As of November 14, 2005, 207,479,783
shares of our common stock were outstanding.</p>
<b>
<p align="justify">Dividend Rights</p>
</b>
<p align="justify">We will pay dividends on our common stock as determined by
our board of directors out of legally available funds. Our ability to pay
dividends depends primarily upon the ability of our subsidiaries to pay
dividends or otherwise transfer funds to us. Various financing arrangements,
charter provisions and regulatory requirements may impose certain restrictions
on the ability of our subsidiaries to transfer funds to us in the form of cash
dividends, loans or advances.</p>
<b>
<p align="justify">Voting Rights</p>
</b>
<p align="justify">Holders of common stock are entitled to one vote for each
share held by them on all matters submitted to our shareholders. Holders of our
common stock do not have cumulative voting rights in the election of directors.
The DGCL, our amended certificate of incorporation and by-laws require the
affirmative vote of a majority of the shares represented at a shareholder
meeting and entitled to vote for shareholder action, including the election of
directors. </p>
<b>
<p align="justify">Preemptive Rights</p>
</b>
<p align="justify">The holders of our common stock do not have a preemptive
right to purchase shares of our authorized but unissued shares, or securities
convertible into shares or carrying a right to subscribe to or acquire shares,
except under the terms and conditions as may be provided by the board of
directors in its sole judgment.</p>
<b>
<p align="justify">Listing</p>
</b>
<p align="justify">Our common stock is listed on the New York Stock Exchange,
the Chicago Stock Exchange and the Pacific Stock Exchange under the &quot;ETR&quot;
symbol.</p>
<b>
<p align="justify">Transfer Agent and Registrar</p>
</b>
<p align="justify">The transfer agent and registrar for our common stock is
Mellon Investor Services LLC.</p>
<b>
<p align="justify">Certain Anti-takeover Effects </p>
</b>
<p align="justify"><i>General</i>. Certain provisions of our charter and the
Delaware General Corporation Law (the &quot;DGCL&quot;) could make it more difficult to
consummate an acquisition of control of us by means of a tender offer, a proxy
fight, open market purchases or otherwise in a transaction not approved by our
Board of Directors. The provisions described below may reduce our vulnerability
to an unsolicited proposal for the restructuring or sale of all or substantially
all of our assets or an unsolicited takeover attempt which is unfair to our
stockholders. The summary of the provisions set forth below does not purport to
be complete and is qualified in its entirety by reference to our charter and the
DGCL. </p>
<p align="justify">Our Board of Directors has no present intention to introduce
additional measures that might have an anti-takeover effect; however, our Board
of Directors expressly reserves the right to introduce these measures in the
future. </p>
<p align="justify"><i>Business Combinations</i>. Section 203 of the DGCL
restricts a wide range of transactions (&quot;business combinations&quot;) between a
corporation and an interested stockholder. An &quot;interested stockholder&quot; is,
generally, any person who beneficially owns, directly or indirectly, 15% or more
of the corporation's outstanding voting stock. Business combinations are broadly
defined to include (i) mergers or consolidations with, (ii) sales or other
dispositions of more than 10% of the corporation's assets to, (iii) certain
transactions resulting in the issuance or transfer of any stock of the
corporation or any subsidiary to, (iv) certain transactions resulting in an
increase in the proportionate share of stock of the corporation or any
subsidiary owned by, or (v) receipt of the benefit (other than proportionately
as a stockholder) of any loans, advances or other financial benefits by, an
interested stockholder. Section 203 provides that an interested stockholder may
not engage in a business combination with the corporation for a period of three
years from the time of becoming an interested stockholder unless (a) the Board
of Directors approved either the business combination or the transaction which
resulted in the person becoming an interested stockholder prior to the time that
person became an interested stockholder; (b) upon consummation of the
transaction which resulted in the person becoming an interested stockholder,
that person owned at least 85% of the corporation's voting stock (excluding, for
purposes of determining the voting stock outstanding, but not the outstanding
voting stock owned by the interested stockholder, shares owned by persons who
are directors and also officers and shares owned by certain employee stock
plans); or (c) the business combination is approved by the Board of Directors
and authorized by the affirmative vote of at least 66 2/3% of the outstanding
voting stock not owned by the interested stockholder. The restrictions on
business combinations with interested stockholders contained in Section 203 of
the DGCL do not apply to a corporation whose certificate of incorporation or
bylaws contains a provision expressly electing not to be governed by the
statute; however, neither our charter nor our bylaws contains a provision
electing to &quot;opt-out&quot; of Section 203.</p>
<i>
<p align="justify">Special Meetings</i>. Pursuant to the DGCL, a special meeting
of stockholders may be called by the Board of Directors or by any other person
authorized to do so in the charter or the bylaws. Our charter provides that
special meetings of stockholders may only be called by our Board of Directors,
the Chairman of our Board of Directors the Chief Executive Officer or the
holders of not less than a majority of our outstanding common stock.</p>
<p align="justify">&nbsp;</p>
<b>
<p align="center">CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES</p>
</b>
<p align="justify">This section summarizes the material U.S. federal income tax
consequences of the purchase, ownership and disposition of the Equity Units and
the senior notes, Treasury securities or the applicable ownership interests in
the Treasury portfolio and purchase contracts that are or may be the components
of Equity Units, and the common stock acquired under a purchase contract (the
&quot;Securities&quot;). This summary deals only with Securities that are held as capital
assets by holders that purchase Corporate Units in this offering at their
original offering price. This summary does not describe all the U.S. federal
income tax consequences that may be relevant to a holder in light of its
particular circumstances or to holders subject to special rules, such as: </p>
<ul>
  <li>
  <p align="justify">dealers and certain traders in securities or currencies,</li>
  <li>
  <p align="justify">regulated investment companies, </li>
  <li>real estate investment trusts, </li>
  <li>financial institutions, </li>
  <li>insurance companies, </li>
  <li>tax-exempt organizations, </li>
  <li>
  <p align="justify">retirement and other tax-deferred accounts,</li>
  <li>
  <p align="justify">persons holding Securities as part of a &quot;straddle,&quot;
  &quot;hedge,&quot; &quot;conversion&quot; or similar transaction, or </li>
  <li>
  <p align="justify">a U.S. holder (as defined below) whose functional currency
  for tax purposes is not the U.S. dollar. </li>
</ul>
<p align="justify">In addition, this summary does not address alternative
minimum taxes, state, local or foreign taxes or taxes other than income taxes.
</p>
<p align="justify">If you purchase Equity Units at a price other than the
original offering price, special rules may apply to you. You should consult your
tax advisor regarding this possibility. </p>
<p align="justify">If a partnership (or other entity or arrangement treated as a
partnership for U.S. federal income tax purposes) holds Securities, the tax
treatment of a partner will generally depend upon the status of the partner and
the activities of the partnership. If you are a partner in a partnership holding
Securities, you should consult your tax advisor. </p>
<p align="justify">This section is based upon the Internal Revenue Code of 1986,
as amended (the &quot;Code&quot;), judicial decisions, final, temporary and proposed
Treasury regulations, published rulings and other administrative pronouncements,
changes to any of which after the date of this prospectus may affect the tax
consequences described herein, possibly with retroactive effect. </p>
<b>
<p align="justify">Please consult your own tax advisor concerning the tax
consequences of purchasing, owning and disposing of Securities in your
particular circumstances under the Code and the laws of any other taxing
jurisdiction. </p>
<p align="justify">U.S. Holders </p>
</b>
<p align="justify">This subsection describes the material U.S. federal income
tax consequences to a U.S. holder. You are a &quot;U.S. holder&quot; if you are a
beneficial owner of Securities and you are: </p>
<ul>
  <li>
  <p align="justify">an individual who is a citizen or resident of the United
  States, </li>
  <li>
  <p align="justify">a U.S. domestic corporation (or other entity treated as a
  corporation for U.S. federal income tax purposes), </li>
  <li>
  <p align="justify">an estate the income of which is includible in gross income
  for U.S. federal income tax purposes regardless of its source, or </li>
  <li>
  <p align="justify">a trust if a court within the United States is able to
  exercise primary supervision over the administration of the trust and one or
  more U.S. persons are authorized to control all substantial decisions of the
  trust. </li>
</ul>
<p align="justify">If you are not a U.S. holder, this subsection does not apply
to you and you should refer to &quot;Non-U.S. Holders,&quot; below. </p>
<i><b>
<p align="justify">Equity Units </p>
</b></i>
<p align="justify">The IRS has issued a ruling addressing certain aspects of
instruments similar to the Equity Units. In the ruling, the IRS concluded that
an interest in the units would be treated for U.S. federal income tax purposes
as an interest in the note and purchase contract that were components of the
units and that the notes were debt for U.S. federal income tax purposes.
However, notwithstanding the ruling, there is no assurance that the IRS or a
court will agree with the tax consequences described below. <b>U.S. holders
should consult their own tax advisors with respect to the tax consequences to
them of purchasing owning and disposing of the Equity Units, including the tax
consequences under state, local, foreign or other tax laws and the possible
effects of changes in the U.S. federal or other tax laws.</p>
</b><i>
<p align="justify">Allocation of Purchase Price </p>
</i>
<p align="justify">Your acquisition of an Equity Unit will be treated, and by
purchasing Equity Units you will be deemed to have agreed to have such purchase
treated, as an acquisition of a unit consisting of the undivided beneficial
interest in the senior note and the purchase contract that constitute such
Equity Unit. The purchase price of each Equity Unit will be allocated between
the two components in proportion to their respective fair market values at the
time of purchase. Such allocation will establish your initial tax basis in the
senior note and the purchase contract. We will report, and you will be deemed to
have agreed to report, the fair market value of each undivided beneficial
interest in a senior note as $ and the fair market value of each purchase
contract as $ . This allocation will be binding on you, unless you explicitly
disclose a contrary position on a statement attached to your timely filed U.S.
federal income tax return for the taxable year in which the Equity Unit is
acquired. This allocation will not be binding on the IRS. The remainder of this
summary assumes that this allocation of the purchase price will be respected for
U.S. federal income tax purposes. </p>
<i>
<p align="justify">Ownership of Undivided Beneficial Interests in Senior Notes,
Treasury Securities or Treasury Portfolio</p>
</i>
<p align="justify">We and, by acquiring Equity Units, you will be deemed to have
agreed to treat the undivided beneficial interest in senior notes or Treasury
securities or the applicable ownership interest in the Treasury portfolio
constituting a part of the Equity Units as owned by you for all tax purposes,
and the remainder of this summary assumes such treatment. The federal income tax
consequences of owning the undivided beneficial interest in senior notes are
discussed below under &quot; - U.S. Holders - Senior Notes.&quot; </p>
<i>
<p align="justify">Sales, Exchanges or Other Taxable Dispositions of Equity
Units </p>
</i>
<p align="justify">Upon a sale, exchange or other taxable disposition of Equity
Units, you will be treated as having sold, exchanged or disposed of the purchase
contracts and the undivided beneficial interest in senior notes or Treasury
securities or the applicable ownership interest in the Treasury portfolio, as
the case may be, that constitute such Equity Units. The proceeds realized in
such disposition will be allocated between the purchase contracts and the
undivided beneficial interest in senior notes or Treasury securities or the
applicable ownership interests in the Treasury portfolio, as the case may be,
that constitute such Equity Units in proportion to their respective fair market
values at the time of disposition. You will generally recognize gain or loss
equal to the difference between the portion of the proceeds allocable to the
purchase contracts and the undivided beneficial interest in senior notes or
Treasury securities or the applicable ownership interests in the Treasury
portfolio, as the case may be, and your respective adjusted tax bases in the
purchase contracts and the undivided beneficial interest in senior notes or
Treasury securities or the applicable ownership interests in the Treasury
portfolio, as the case may be. If you dispose of an Equity Unit when the
purchase contract has negative value, you should be considered to have received
additional consideration for the undivided beneficial interest in the senior
note or Treasury security or the applicable ownership interests in the Treasury
portfolio, as the case may be, in an amount equal to such negative value and to
have paid such amount to be released from your obligation under the purchase
contract. </p>
<font face="TimesNewRomanPS-ItalicMT,Times New Roman">
<p align="justify">In the case of the purchase contract, such gain or loss
generally will be capital gain or loss, except that any proceeds attributable to
accrued and unpaid or deferred contract adjustment payments may be treated as
ordinary income and may be included in income as such to the extent not
previously so included. In the case of Treasury securities contained in the
Treasury portfolio or held as part of a Treasury Unit, such gain or loss
generally will be capital gain or loss, provided, however, that, in the case of
any such security with a term of one year or less, such gain will be ordinary
income to the extent of any accrued &quot;acquisition discount&quot; (generally, the
excess of the sum of all amounts payable under the Treasury security over the
U.S. holder's tax basis in such Treasury security) not previously included in
income. </font>In general, the maximum rate of U.S. federal income tax for
non-corporate taxpayers is currently 15% for long-term capital gain and 35% for
short-term capital gain. For corporate taxpayers, both long-term and short-term
capital gains are subject to a maximum U.S. federal income tax rate of 35%. The
deductibility of capital losses is subject to limitations. </p>
<font face="TimesNewRomanPS-ItalicMT,Times New Roman">
<p align="justify">The rules governing the determination of the character of
gain or loss on the sale, exchange, or other disposition of the senior notes are
summarized under &quot;-Senior Notes-Sale, Exchange, or Other Disposition of Senior
Notes.&quot; The rules governing the determination of the character of gain or loss
on the sale, exchange, or other disposition of Treasury securities (other than
Treasury securities contained in the Treasury portfolio) are summarized under
&quot;-Treasury Securities-Sale, Exchange, or Other Disposition of Treasury
Securities.&quot; The rules governing the determination of the character of gain or
loss on the sale, exchange, or other disposition of an interest in the Treasury
portfolio are summarized under &quot;-Ownership Interest in the Treasury
Portfolio-Sale, Exchange, or Other Disposition of the Ownership Interest in the
Treasury Portfolio.&quot;</p>
</font><i><b>
<p align="justify">Senior Notes </p>
</b></i><font face="TimesNewRomanPSMT,Times New Roman">
<p align="justify">We and, by acquiring Equity Units, you agree to treat the
senior notes as our indebtedness for all tax purposes. The remainder of this
discussion assumes that this characterization of the senior notes will be
respected for federal income tax purposes.</p>
<i>
<p align="justify">Interest Income and Original Issue Discount</p>
</i>
<p align="justify">Because of the manner in which the interest rate on the
senior notes is reset, the senior notes should be classified as contingent
payment debt instruments subject to the &quot;noncontingent bond method&quot; for accruing
original issue discount, as set forth in applicable Treasury Regulations. We
believe the senior notes should be subject to the noncontingent bond method, and
the remainder of this discussion assumes that the senior notes will be so
treated for U.S. federal income tax purposes. As discussed more fully below, the
effects of such method will be (1) to require you, regardless of your usual
method of tax accounting, to use an accrual method with respect to the senior
notes, (2) to require you to accrue interest income in excess of interest
payments actually received for all accrual periods beginning before the earlier
of the reset effective date and February 17, 2009 and (3) generally to result in
ordinary rather than capital treatment of any gain or loss on the sale,
exchange, or other disposition of the senior notes. </p>
<p align="justify">You will accrue original issue discount on a constant yield
basis based on the &quot;comparable yield&quot; of the senior notes. The comparable yield
of the senior notes will generally be the rate at which we would issue a fixed
rate debt instrument with terms and conditions otherwise similar to the senior
notes. We are required to provide the comparable yield and, solely for tax
purposes, a projected payment schedule based on the comparable yield, to holders
of the senior notes. We have determined that the comparable yield is <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>% and the
projected payments for the senior notes, per $1,000 of principal amount, are $
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>&nbsp;on <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;17, 2006, $ <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>&nbsp;for each subsequent quarter ending on or prior to
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>, and $<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;for
each semiannual period ending thereafter. We have also determined that the
projected payment for the senior notes, per $1,000 of principal amount, at the
initial maturity date of February 17, 2011 is $<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;(which includes the stated
principal amount of the senior notes as well as the final projected interest
payment). </p>
<p align="justify">The amount of original issue discount on a senior note for
each accrual period is determined by multiplying the comparable yield of the
senior note (adjusted for the length of the accrual period) by the senior note's
adjusted issue price at the beginning of the accrual period. Based on the
allocation of the purchase price of each Equity Unit described above, the
adjusted issue price of each senior note, per $1,000 of principal amount, at the
beginning of each accrual period will be equal to $ , increased by any original
issue discount previously accrued by you on such senior note and decreased by
projected payments treated as received on such senior note prior to such date.
The amount of original issue discount so determined will then be allocated on a
ratable basis to each day in the accrual period that you hold the senior note.</p>
<p align="justify">If the amount of an actual payment is different from the
projected payment set forth in the projected payment schedule, you will be
required to take into account the amount of such difference (which may result in
additional interest income or a reduction in the amount you are required to
include in income based on the comparable yield, depending on whether such
difference is positive (a &quot;positive adjustment&quot;) or negative (a &quot;negative
adjustment&quot;)) for the taxable year. A net positive adjustment will be treated as
additional interest income. A net negative adjustment (i) will first reduce the
amount of interest in respect of the senior note that you would otherwise be
required to include in the taxable year and (ii) to the extent of any excess,
will give rise to an ordinary loss equal to that portion of such excess that
does not exceed the excess of (A) the amount of all previous interest inclusions
under the senior note over (B) the total amount of the your net negative
adjustments treated as ordinary loss on the senior note in prior taxable years.
A net negative adjustment is not subject to the two percent floor limitation
imposed on itemized miscellaneous deductions under Section 67 of the Code. Any
net negative adjustments in excess of the amounts described in (i) and (ii)
above will be carried forward to offset future interest income in respect of the
senior note or to reduce the amount realized on a sale or exchange of the senior
note. </p>
<p align="justify">If, after the reset effective date, the remaining amounts of
principal and interest payable on the senior notes differ from the payments set
forth on the foregoing projected payment schedule, negative or positive
adjustments reflecting such difference should be taken into account by you as
adjustments to interest income in a reasonable manner over the period to which
they relate. We expect to use the foregoing comparable yield and projected
payment schedule for purposes of determining our own taxable income and for any
required information reporting. </p>
<p align="justify">You are generally bound by the comparable yield and projected
payment schedule provided by us unless either is unreasonable. If you do not use
such comparable yield and projected payment schedule to determine interest
accruals, you must apply the foregoing rules using your own comparable yield and
projected payment schedule. If you use your own comparable yield and projected
payment schedule, you must explicitly disclose this fact and your reason for
such use. In general, this disclosure must be made on a statement attached to
your timely filed U.S federal income tax return for the taxable year that
includes the date of your acquisition of the Equity Units.</p>
<b>
<p align="justify">The foregoing comparable yield and projected payment schedule
is supplied by us solely for computing income under the noncontingent bond
method for U.S. federal income tax purposes, and does not constitute a
projection or representation as to the amounts that holders of senior notes or
Equity Units will actually receive.</p>
</b><i>
<p align="justify">Adjustment to Tax Basis in Senior Notes</p>
<p align="justify"></i>Your adjusted tax basis in your senior notes will be
increased by the amount of any interest (including original issue discount)
included in your income with respect to such senior notes and decreased by any
projected payments treated as received with respect to such senior notes.</p>
<i>
<p align="justify">Sale, Exchange, or Other Disposition of Senior Notes</p>
</i>
<p align="justify">Upon the sale, exchange, or other disposition of a senior
note (including the remarketing of such senior note or a special event
redemption), you will recognize gain or loss in an amount equal to the
difference between the amount realized by you and your adjusted tax basis in the
senior note. (As noted above, a net negative adjustment may be carried forward
and will reduce the amount realized upon disposition of a senior note in certain
circumstances.) Selling expenses incurred by you in respect of a senior note
will reduce the amount of gain or increase the amount of loss recognized by you
upon such sale, exchange, or other disposition. Gain recognized on the sale,
exchange, or other disposition of a senior note before the remarketing, pursuant
to the remarketing, or at any time prior to the date that is six months after
the reset effective date (unless, in the case of a disposition on or after the
reset effective date, no further payments are due on the senior notes during the
remainder of the six month period following the reset effective date), should be
treated as ordinary interest income. Loss realized on the sale, exchange, or
other disposition of a senior note before the remarketing, pursuant to the
remarketing, or at any time prior to the date that is six months after the reset
effective date (unless no further payments are due on the senior notes during
the remainder of the six month period following the reset effective date), will
be treated as ordinary loss to the extent of your prior net income inclusions on
the senior note. Any loss in excess of your prior net income inclusions will be
treated as capital loss. In general, gain recognized on the sale, exchange, or
other disposition of a senior note on or after the date that is six months after
the reset effective date (or, if no further payments are due during the
remainder of the six month period following the reset effective date, gain
recognized on or after the reset effective date) will be ordinary interest
income to the extent of the excess, if any, of the total remaining principal and
interest payments due on the senior note over the total remaining payments set
forth on the projected payment schedule for such senior note. Any gain
recognized in excess of such amount and any loss recognized on such a sale,
exchange, or other disposition generally will be treated as capital gain or
loss. Capital gains of individuals derived in respect of capital assets held for
more than one year are taxed at reduced rates. The deductibility of capital
losses is subject to limitations.</p>
<p align="justify">If you do not participate in the remarketing, any reset of
the interest rate and/or extension of the maturity date of the senior notes in
connection with the remarketing should not cause you to be treated as having
sold, exchanged or otherwise disposed of your senior notes.</p>
</font><i><b>
<p align="justify">Purchase Contracts </p>
</b>
<p align="justify">Contract Adjustment Payments </p>
</i>
<p align="justify">There is no direct authority under current law that addresses
the treatment of contract adjustment payments, and such treatment is, therefore,
unclear. Contract adjustment payments may constitute taxable ordinary income to
you when received or accrued, in accordance with your regular method of tax
accounting. To the extent we are required to file information returns with
respect to contract adjustment payments, we intend to report such payments as
taxable ordinary income, and the following discussion assumes that the contract
adjustment payments constitute ordinary income to you on a current basis. You
should consult your tax advisor concerning the treatment of contract adjustment
payments, including the possibility that any contract adjustment payment may be
treated as a purchase price adjustment, rebate, payment analogous to an option
premium or loan, rather than being includible in income entirely on a current
basis. The treatment of contract adjustment payments could affect your adjusted
tax basis in a purchase contract or the common stock received under a purchase
contract or the amount realized by you upon the sale or disposition of an Equity
Unit or the termination of a purchase contract. See &quot;- Equity Units- Sales,
Exchanges or Other Taxable Dispositions of Equity Units,&quot; &quot;U.S. Holders-Purchase
Contracts-Acquisition of Common Stock Under a Purchase Contract&quot; and &quot; -
Purchase Contracts-Termination of Purchase Contract.&quot; </p>
<i>
<p align="justify">Acquisition of Common Stock Under a Purchase Contract </p>
</i>
<p align="justify">You will generally not recognize gain or loss on the purchase
of common stock under a purchase contract, including upon an early settlement,
except with respect to any cash paid in lieu of a fractional share of common
stock, in which case you would recognize capital gain or loss equal to the
difference between such cash and the portion of the purchase price allocable to
such fractional share. Your aggregate initial tax basis in the common stock
received under a purchase contract should generally equal the purchase price
paid for such common stock, less the portion of such purchase price allocable to
a fractional share not received. The holding period for common stock received
under a purchase contract will commence on the date following the acquisition of
such common stock. The treatment of contract adjustment payments could affect
your adjusted tax basis in our common stock received under a purchase contract
or the amount you realize on sale or exchange, or other disposition of the
purchase contract. See <font face="TimesNewRomanPSMT,Times New Roman">&quot;</font>Purchase
Contracts<font face="TimesNewRomanPS-ItalicMT,Times New Roman">-Contract
Adjustment Payments.&quot;</p>
</font><i>
<p align="justify">Termination of Purchase Contract </p>
</i>
<p align="justify">If a purchase contract terminates, you will recognize a loss
equal to the amount of your adjusted tax basis (if any) in the purchase contract
at the time of such termination. Any such loss will be capital loss. The
deductibility of capital losses is subject to limitations. You will not
recognize gain or loss on the receipt of senior notes or Treasury securities or
the applicable ownership interests in the Treasury portfolio upon termination of
the purchase contract and you will have the same adjusted tax basis and holding
period in such senior notes or Treasury securities or the applicable ownership
interests in the Treasury portfolio as before such termination. </p>
<i>
<p align="justify">Adjustment to Settlement Rate </p>
</i>
<p align="justify">As a holder of Equity Units, you might be treated as
receiving a constructive distribution from us if (1) the settlement rate is
adjusted and as a result of such adjustment the proportionate interest of
holders of Equity Units in our assets or earnings and profits is increased and
(2) the adjustment is not made pursuant to a bona fide, reasonable anti-dilution
formula. Thus, under certain circumstances, an increase in the settlement rate
might give rise to a taxable dividend to you, even though you would not receive
any cash in connection therewith. In addition, in certain situations, you might
be treated as receiving a constructive distribution if we fail to adjust the
settlement rate. An adjustment in the settlement rate will not be considered
made pursuant to such a formula if the adjustment is made to compensate you for
certain taxable distributions with respect to the common stock, such as a cash
dividend to our common stockholders.</p>
<i><b>
<p align="justify">Substitution of Treasury Securities to Create Treasury Units
</p>
</b></i>
<p align="justify">If you hold Corporate Units and deliver Treasury securities
to the collateral agent in substitution for senior notes or applicable ownership
interests in the Treasury portfolio, you generally will not recognize gain or
loss upon the delivery of such Treasury securities or the release of the senior
notes or applicable ownership interests in the Treasury portfolio. You will
continue to take into account items of income or deduction otherwise includible
or deductible by you with respect to such Treasury securities and senior notes
or applicable ownership interests in the Treasury portfolio, and your adjusted
tax bases in, and your holding period for, the Treasury securities and the
senior notes or applicable ownership interests in the Treasury portfolio and the
purchase contract will not be affected by such delivery and release. </p>
<i><b>
<p align="justify">Substitution of Senior Notes to Recreate Corporate Units </p>
</b></i>
<p align="justify">If you hold Treasury Units and deliver senior notes or
applicable ownership interests in the Treasury portfolio to the collateral agent
in substitution for Treasury securities, you will generally not recognize gain
or loss upon the delivery of such senior notes or applicable ownership interests
in the Treasury portfolio or the release of the Treasury securities to you. You
will continue to take into account items of income or deduction otherwise
includible or deductible by you with respect to such Treasury securities and
senior notes or applicable ownership interests in the Treasury portfolio, and
your adjusted tax bases in, and your holding period for, the Treasury
securities, the senior notes or applicable ownership interests in the Treasury
portfolio and the purchase contract will not be affected by such delivery and
release. </p>
<i><b>
<p align="justify">Treasury Securities</p>
<font face="TimesNewRomanPSMT,Times New Roman" size="2">
</font></b><font face="TimesNewRomanPSMT,Times New Roman">
<p align="justify">Original Issue Discount</p>
</font></i><font face="TimesNewRomanPSMT,Times New Roman">
<p align="justify">If you hold a Treasury Unit, you will be required to treat
your ownership interest in the Treasury securities constituting part of such
Treasury Unit as an interest in a bond that was originally issued on the date
you acquired the Treasury securities and that has original issue discount (or,
in the case of short-term Treasury securities, acquisition discount, each as
defined below) equal to the excess of the amount payable at maturity of such
Treasury securities over the purchase price thereof. You will be required to
include such original issue discount (but not acquisition discount on short-term
Treasury securities, as defined below) in income on a constant yield to maturity
basis over the period between the purchase date of the Treasury securities and
the maturity date of the Treasury securities, regardless of your method of tax
accounting and in advance of the receipt of cash attributable to such original
issue discount. Amounts of original issue discount included in your gross income
will increase your adjusted tax basis in the Treasury securities.</p>
<p align="justify">In the case of any Treasury security with a maturity of one
year or less from the date of its issue (a &quot;short term Treasury security&quot;), if
you are an accrual method taxpayer, in general you will be required to include
the excess of the amount payable at maturity with respect to such Treasury
security over your tax basis in the short-term Treasury security (&quot;acquisition
discount&quot;) in income as it accrues. Unless you are an accrual-method taxpayer
and you elect to accrue the acquisition discount on a short-term Treasury
security on a constant yield to maturity basis, such acquisition discount will
be accrued on a straight-line basis. If you are a cash method taxpayer, you will
be required to recognize acquisition discount as ordinary income upon payment on
the short-term Treasury security. </p>
<i>
<p align="justify">Sale, Exchange, or Other Disposition of Treasury Securities
</p>
</i>
<p align="justify">As discussed below, in the event that you obtain the release
of Treasury securities by delivering senior notes to the collateral agent, you
generally will not recognize gain or loss upon such substitution. You will
recognize gain or loss on a taxable disposition of the Treasury securities in an
amount equal to the difference between the amount realized on such disposition
and your adjusted tax basis in the Treasury securities. Such gain or loss will
generally be capital gain or loss, provided, however, that in the case of any
such security with a term of one year or less, such gain will be ordinary income
to the extent of any accrued acquisition discount not previously included in
income. See &quot;-Equity Units-Sale, Exchange, or Other Disposition of Equity
Units.&quot; Capital gains of individuals derived in respect of capital assets held
for more than one year are taxed at reduced rates. The deductibility of capital
losses is subject to limitations.</p>
</font><i><b>
<p align="justify">Ownership Interest in the Treasury Portfolio </p>
</b></i>
<p align="justify">After a successful optional remarketing or special event
redemption, as a holder of a Corporate Unit, you will be treated as the owner,
for U.S. federal income tax purposes, of your applicable ownership interest in
the Treasury portfolio constituting a part of the Corporate Units beneficially
owned by you. You will include in income any amount earned (including original
issue discount or acquisition discount) on such pro rata portion of the Treasury
portfolio for all U.S. federal income tax purposes, as described below. </p>
<i>
<p align="justify">Interest Income and Original Issue Discount </p>
</i>
<p align="justify">Subject to the discussion below regarding the Treasury
portfolio after a special event redemption, you, as a holder of Corporate Units,
will be required to treat your pro rata portion of each Treasury security in the
Treasury portfolio as a bond that was originally issued on the date the
collateral agent acquired the relevant Treasury security and that has original
issue discount (or, in the case of short-term Treasury securities, acquisition
discount) equal to your pro rata portion of the excess, if any, of the amounts
payable on such Treasury security over your pro rata portion of the purchase
price of the Treasury security acquired on behalf of holders of Corporate Units.
You will be required to include such original issue discount (but not
acquisition discount on short-term Treasury securities) in income for U.S.
federal income tax purposes as it accrues on a constant yield to maturity basis.
The actual cash payments on the Treasury securities, however, will not be
taxable. </p>
<p align="justify">In the case of any short-term Treasury security, if you are
an accrual method taxpayer, in general, you will be required to include the
acquisition discount in income as it accrues. Unless you are an accrual-method
taxpayer and you elect to accrue the acquisition discount on a short-term
Treasury security on a constant yield to maturity basis, such acquisition
discount will be accrued on a straight-line basis. If you are a cash method
taxpayer, you will be required to recognize the acquisition discount as ordinary
income upon payment on the short-term Treasury security. </p>
<p align="justify">Following a special event redemption, if the Treasury
portfolio contains interest-paying Treasury securities, you will be required to
recognize ordinary income to the extent of your pro rata portion of the interest
paid or accrued with respect to such Treasury securities. </p>
<i>
<p align="justify">Tax Basis in the Treasury Portfolio </p>
</i>
<p align="justify">Your initial tax basis in your applicable ownership interest
in the Treasury portfolio will equal your pro rata portion of the amount paid
for the Treasury portfolio. Your adjusted tax basis in Treasury securities
(other then interest-paying Treasury securities) or short-term Treasury
securities will be increased by the amount of original issue discount or
acquisition discount included in income with respect thereto and decreased by
the amount of any cash received with respect to such Treasury securities. </p>
<i>
<p align="justify">Sale, Exchange or Other Disposition of the Ownership Interest
in the Treasury Portfolio</p>
</i>
<p align="justify">If you dispose of an applicable ownership interest in the
Treasury portfolio you will generally recognize gain or loss on such disposition
in an amount equal to the difference between the amount realized upon such
disposition and your adjusted tax basis in the applicable ownership interest in
the Treasury portfolio, except to the extent you are treated as receiving an
amount with respect to accrued acquisition discount. The deductibility of
capital losses is subject to limitation. See &quot;-Equity Units-Sale, Exchange or
Other Disposition of Equity Units&quot; above.</p>
<i><b>
<p align="justify">Ownership of Common Stock Acquired Under the Purchase
Contract </p>
</b></i>
<p align="justify">Any distribution with respect to our common stock that we pay
out of our current or accumulated earnings and profits, as determined for U.S.
federal income tax purposes, will constitute a dividend and will be includible
in income by you when received. Distributions not out of current or accumulated
earnings and profits will reduce your basis in the common stock and may result
in increased capital gains on a subsequent disposition of the stock. Dividends
will be eligible for the dividends-received deduction if you are an otherwise
qualifying corporate U.S. holder that meets the holding period and other
requirements for the dividends-received deduction. For such a holder,
debt-financing of the common stock may reduce your entitlement to a
dividends-received deduction. Additionally, certain extraordinarily large
dividends may reduce your stock basis, effectively eliminating the benefit of
the dividends-received deduction. In general, dividends paid to a non-corporate
U.S. holder in taxable years beginning before January 1, 2009 are taxable at a
maximum U.S. federal income tax rate of 15% provided that such holder holds, for
U.S. federal tax purposes, the shares for more than 60 days during the 120-day
period beginning 60 days before the ex-dividend date and meets other
requirements. </p>
<p align="justify">Upon a disposition of common stock, you will generally
recognize capital gain or loss equal to the difference between the amount
realized and your adjusted tax basis in the common stock. Capital gains of
individuals derived in respect of capital assets held for more than one year are
taxed at reduced rates. The deductibility of capital losses is subject to
limitations. </p>
<i><b>
<p align="justify">Backup Withholding and Information Reporting </p>
</b></i>
<p align="justify">In general, you will be subject to backup withholding
(currently at the rate of 28%) with respect to payments under Equity Units,
senior notes, applicable ownership interests in the Treasury portfolio, Treasury
securities or common stock, the proceeds received with respect to a fractional
share of common stock upon a settlement of a purchase contract, the proceeds
received with respect to a fractional Treasury security sold upon termination of
a purchase contract and the proceeds received from the sale of Equity Units,
senior notes, Treasury securities, applicable ownership interests in the
Treasury portfolio or common stock unless you (1) are an entity (including a
corporation or a tax-exempt entity) that is exempt from backup withholding and,
when required, demonstrate this fact or (2) provide your Taxpayer Identification
Number (&quot;TIN&quot;) (which, if you are an individual, would be your Social Security
Number), certify that (i) the TIN you provide is correct, (ii) you are a U.S.
person and (iii) you are exempt from backup withholding, you have not been
notified by the IRS that you are subject to backup withholding due to
underreporting of interest or dividends or you have been notified by the IRS
that you are no longer subject to backup withholding, and you otherwise comply
with the applicable requirements of the backup withholding rules. In addition,
such payments or proceeds received by you if you are not a corporation or
tax-exempt organization will generally be subject to information reporting
requirements. </p>
<p align="justify">Backup withholding is not an additional tax. The amount of
any backup withholding from a payment to you generally will be allowed as a
credit against your federal income tax liability and may entitle you to a
refund, provided that you furnish the required information to the IRS. </p>
<b>
<p align="justify">Non-U.S. Holders </p>
</b>
<p align="justify">The following summary is addressed to non-U.S. holders. A
non-U.S. holder is a holder that is neither a partnership nor a U.S. person for
U.S. federal income tax purposes. Special rules may apply if such non-U.S.
holder is a &quot;controlled foreign corporation&quot; or a &quot;passive foreign investment
company,&quot; each as defined under the Code, or to certain expatriates or former
long-term residents of the United States. If you fall within any of the
foregoing categories or if you are a foreign entity that is a partnership for U.
S. purposes, you should consult your own tax advisor to determine the United
States federal, state, local and foreign tax consequences that may be relevant
to you. </p>
<i><b>
<p align="justify">United States Federal Withholding Tax </p>
</b></i>
<p align="justify">United States federal withholding tax will not apply to any
payment of principal or interest (including original issue discount and
acquisition discount) on the senior notes, the Treasury securities or applicable
ownership interests in the Treasury portfolio, provided that: </p>
<ul>
  <li>
  <p align="justify">in the case of the senior notes, you do not actually or
  constructively own 10% or more of the total combined voting power of all
  classes of our voting stock within the meaning of the Code and the Treasury
  regulations; </li>
  <li>
  <p align="justify">in the case of the senior notes, you are not a controlled
  foreign corporation that is related to us through stock ownership; </li>
  <li>
  <p align="justify">in the case of the senior notes, you are not a bank whose
  receipt of interest is described in Section 881(c)(3)(A) of the Code; and </li>
  <li>
  <p align="justify">(a) you provide your name, address and certain other
  information on an IRS Form W-8BEN (or a suitable substitute form), and
  certify, under penalties of perjury, that you are not a U.S. person or (b) you
  hold your senior notes, Treasury securities or applicable ownership interests
  in the Treasury portfolio through certain foreign intermediaries or certain
  foreign partnerships and certain certification requirements are satisfied.
  </li>
</ul>
<p align="justify">In general, U.S. federal withholding tax at a rate of 30%
will apply to the dividends, if any (and generally any deemed dividends
resulting from certain adjustments or failures to make an adjustment as
described under &quot;-U.S. Holders-Purchase Contracts-Adjustment to Settlement
Rate&quot;), paid on the shares of common stock acquired under the purchase contract.
Although it is not clear, we intend to withhold at a rate of 30% on any contract
adjustment payments made with respect to a purchase contract. It is possible
that U.S. withholding tax on deemed dividends would be withheld from interest
(or some other amount) paid to you. If a tax treaty applies, you may be eligible
for a reduced rate of withholding. Similarly, contract adjustment payments or
dividends that are effectively connected with the conduct of a trade or business
by you within the U.S. are not subject to the U.S. federal withholding tax, but
instead are generally subject to U.S. federal income tax, as described below. In
order to claim any such exemption from or reduction in the 30% withholding tax,
you are required to provide a properly executed IRS Form W-8BEN (or suitable
substitute form) claiming a reduction of or an exemption from withholding under
an applicable tax treaty or a properly executed IRS Form W-8ECI (or a suitable
substitute form) stating that such payments are not subject to withholding tax
because they are effectively connected with your conduct of a trade or business
in the U.S. </p>
<p align="justify">In general, U.S. federal withholding tax will not apply to
any gain or income realized by you on the sale, exchange or other disposition of
the Equity Units, purchase contracts, senior notes, Treasury securities,
applicable ownership interests in the Treasury portfolio or common stock
acquired under the purchase contracts.</p>
<i><b>
<p align="justify">United States Federal Income Tax </p>
</b></i>
<p align="justify">Any gain or income realized on the disposition of an Equity
Unit, a purchase contract, a senior note, a Treasury security, an applicable
ownership interest in the Treasury portfolio or common stock acquired under the
purchase contract generally will not be subject to U.S. federal income tax
unless: </p>
<ul>
  <li>
  <p align="justify">such gain or income is effectively connected with your
  conduct of a trade or business in the U.S. (and, where an applicable tax
  treaty so provides, is also attributable to a U.S. permanent establishment
  maintained by you); or </li>
  <li>
  <p align="justify">you are an individual who is present in the U.S. for 183
  days or more in the taxable year of the disposition and certain other
  conditions are met; or </li>
  <li>
  <p align="justify">you are considered to own an interest in a U.S. real
  property holding corporation and do not meet the criteria for exemption from
  U.S. federal income tax. </li>
</ul>
<font face="TimesNewRomanPSMT,Times New Roman">
<p align="justify">Purchase contracts or shares of our common stock generally
will be treated as United States real property interests if we are (or, during a
specified period, have been) a &quot;United States real property holding corporation&quot;
for United States federal income tax purposes. We believe that we are, and will
continue to be, a United States real property holding corporation. Pursuant to
an exception for certain interests in publicly traded corporations, however,
shares of our common stock will not be treated as United States real property
interests in the case of a non-U.S. holder whose shares of our common stock do
not represent more than 5% of the total fair market value of all of the shares
of our common stock any time during the five-year period ending on the date of
disposition of such shares by the non-U.S. holder, assuming that we satisfy
certain public trading requirements. Similarly, assuming that we satisfy certain
public trading requirements, purchase contracts will not be treated as United
States real property interests in the case of a non-U.S. holder whose purchase
contracts represent not more than 5% of the total fair market value of all of
the purchase contracts, and not more than 5% of the total fair market value of
our common stock or any other regularly traded class of interests in the Company
(other than an interest solely as a creditor), at any time during the five-year
period ending on the date of disposition of such purchase contracts by the
non-U.S. holder. We expect to satisfy the applicable public trading
requirements, but this cannot be assured. For purposes of the foregoing 5%
tests, certain attribution rules apply. Prospective investors should consult
their own tax advisors regarding the application of the 5% tests to them.</p>
</font>
<p align="justify">If you are engaged in a trade or business in the U.S. (and,
if a tax treaty applies, you maintain a permanent establishment within the
U.S.), and any income or gain recognized on the senior notes or the Treasury
securities, applicable ownership interests in the Treasury portfolio, the
purchase contracts, the common stock is effectively connected with the conduct
of such trade or business (and, if a tax treaty applies, is attributable to such
permanent establishment), you will be subject to U.S. federal income tax (but
not withholding tax) on such income or gain on a net income basis in the same
manner as if you were a U.S. holder. In addition, in certain circumstances, if
you are a foreign corporation you may be subject to a 30% branch profits tax
(or, if a tax treaty applies, such lower rate as provided). </p>
<i><b>
<p align="justify">Backup Withholding and Information Reporting </p>
</b></i>
<p align="justify">Generally, payments made with respect to the Equity Units,
senior notes, Treasury securities, applicable ownership interests in the
Treasury portfolio or common stock, the proceeds received with respect to a
fractional share of common stock upon the settlement of a purchase contract, the
proceeds received with respect to a fractional Treasury security sold upon
termination of a purchase contract and the proceeds received from a disposition
of Equity Units, senior notes, Treasury securities, applicable ownership
interests in the Treasury portfolio or common stock will not be subject to
information reporting or backup withholding, provided that you provide a
properly executed IRS Form W-8BEN (or substitute form).</p>
<p align="justify">Any amounts so withheld under the backup withholding rules
generally will be allowed as a credit against your U.S. federal income tax
liability, or as a refund, provided you timely furnish the required information
to the IRS. </p>
<b>
<p align="justify">The preceding discussion of material U.S. federal income tax
consequences is general information only and is not tax advice. Accordingly,
each investor should consult its own tax advisor as to the particular tax
consequences to it of purchasing, holding and disposing of Securities, including
the applicability and effect of any state, local or non-U.S. tax laws and of any
changes or proposed changes in applicable law. </p>
<p align="center">ERISA CONSIDERATIONS</p>
</b>
<p align="justify">The following is a summary of certain considerations
associated with the acquisition, holding and disposition of Equity Units (and
the securities underlying such units) by employee benefit plans that are subject
to Title I of the U.S. Employee Retirement Income Security Act of 1974, as
amended (&quot;ERISA&quot;), plans, individual retirement accounts and other arrangements
that are subject to Section 4975 of the Code or provisions under any federal,
state, local, non-U.S. or other laws or regulations that are similar to such
provisions of the Code or ERISA (collectively, &quot;similar laws&quot;), and entities
whose underlying assets are considered to include &quot;plan assets&quot; of such plans,
accounts and arrangements (each, a &quot;plan&quot;). </p>
<p align="justify">This summary is based on the provisions of ERISA and the Code
(and the related regulations and administrative and judicial interpretations) as
of the date hereof. This summary does not purport to be complete, and no
assurance can be given that future legislation, court decisions, administrative
regulations, rulings or administrative pronouncements will not significantly
modify the requirements summarized herein. Any such changes may be retroactive
and may thereby apply to transactions entered into prior to the date of their
enactment or release. </p>
<b>
<p align="justify">General Fiduciary Matters </p>
</b>
<p align="justify">ERISA and the Code impose certain duties on persons who are
fiduciaries of a plan subject to Title I of ERISA or Section 4975 of the Code
and prohibit certain transactions involving the assets of a plan and its
fiduciaries or other interested parties. Under ERISA and the Code, any person
who exercises any discretionary authority or control over the administration of
such a plan or the management or disposition of the assets of such a plan, or
who renders to such a plan investment advice for a fee or other compensation is
generally considered to be a fiduciary of the plan. Plans may purchase Equity
Units (and the securities underlying such Equity Units) subject to the investing
fiduciary's determination that the investment satisfies ERISA's fiduciary
standards and other requirements under ERISA, the Code or similar laws
applicable to investments by the plan. </p>
<p align="justify">In considering an investment in the Equity Units (and the
securities underlying such Equity Units) of a portion of the assets of any plan,
a fiduciary should determine, in the context of the particular circumstances of
the investing plan, whether the investment is in accordance with the documents
and instruments governing the plan and the applicable provisions of ERISA, the
Code or any similar law relating to a fiduciary's duties to the plan including,
without limitation, the prudence, diversification, exclusive benefit, delegation
of control and prohibited transaction provisions of ERISA, the Code and any
other applicable similar laws. </p>
<p align="justify">Any insurance company proposing to invest assets of its
general account in the Equity Units (and the securities underlying such Equity
Units) should consider the extent that such investment would be subject to the
requirements of ERISA in light of the U.S. Supreme Court's decision in <i>John
Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank</i>, 114
S.Ct. 517 (1993), which in certain circumstances treats those general account
assets as assets of a plan for purposes of the fiduciary responsibility
provisions of ERISA and the prohibited transaction rules of ERISA and the Code.
In addition, such potential investor should consider the effect of any
subsequent legislation or other guidance that has or may become available
relating to that decision, including Section 401(c) of ERISA and the regulations
promulgated thereunder. </p>
<b>
<p align="justify">Prohibited Transaction Issues </p>
</b>
<p align="justify">Section 406 of ERISA and Section 4975 of the Code prohibit
plans subject to Title I of ERISA or Section 4975 of the Code from engaging in
specified transactions involving plan assets with persons or entities who are
&quot;parties in interest,&quot; within the meaning of ERISA, or &quot;disqualified persons,&quot;
within the meaning of Section 4975 of the Code, unless an exemption is
available. A party in interest or disqualified person, including a fiduciary,
who engages in a prohibited transaction for which no statutory or regulatory
exemption is available may be subject to excise taxes and other penalties and
liabilities under ERISA and the Code. </p>
<p align="justify">The Equity Units (and the securities underlying such Equity
Units) held by a plan will be deemed to constitute plan assets, and the
acquisition, holding and disposition of the units (and the securities underlying
such units) by a plan may constitute or result in a direct or indirect
prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or
both of those sections, if Entergy Corporation, the seller or the purchaser is a
party in interest or disqualified person with respect to such plan, unless an
exemption is available. In this regard, the U.S. Department of Labor (the &quot;DOL&quot;)
has issued prohibited transaction class exemptions, or &quot;PTCEs,&quot; that may apply
to these transactions. These class exemptions include, without limitation, PTCE
84-14 respecting transactions determined by independent qualified professional
asset managers, PTCE 90-1 respecting insurance company pooled separate accounts,
PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting
insurance company general accounts, PTCE 96-23 respecting transactions
determined by in-house asset managers, and PTCE 75-1 respecting principal
transactions by a broker-dealer. Each of these PTCEs contains conditions and
limitations on its application. Fiduciaries of plans that consider purchasing
Equity Units (and the securities underlying such units) in reliance on these or
any other PTCEs should carefully review such PTCE to assure it is applicable.
</p>
<p align="justify">Accordingly, by its purchase of the Equity Units (and the
securities underlying such Equity Units), each holder, and any fiduciary acting
in connection with the purchase on behalf of any plan that is a holder, will be
deemed to have represented and warranted on each day from and including the date
of its purchase of the Equity Units (and the securities underlying such Equity
Units) through and including the date of disposition of any such Equity Unit
(and any security underlying such Equity Unit) either (i) that it is not a plan;
(ii) that the acquisition, holding and the disposition of any Equity Unit (and
any security underlying such Equity Unit) by such holder does not and will not
constitute a prohibited transaction under ERISA or Section 4975 of the Code or
other similar laws; or (iii) that the acquisition, holding and the disposition
of any Equity Unit (and any security underlying such Equity Unit) by such holder
constitutes or will constitute a prohibited transaction under ERISA or Section
4975 of the Code or other similar laws but an exemption is available with
respect to such transaction and the conditions of such exemption have at all
relevant times been satisfied. </p>
<p align="justify">In addition, no plan will be permitted to participate in the
remarketing program unless and until such plan provides the remarketing agent
with assurances, reasonably satisfactory to the remarketing agent, that such
participation in the remarketing program will not constitute a prohibited
transaction under ERISA or Section 4975 of the Code or other similar laws for
which an exemption is not available. </p>
<p align="justify">Any plan should consult its own ERISA and tax advisors
regarding the consequences of an investment in the Equity Units (and the
securities underlying such Equity Units). </p>
<p align="justify">The sale of Equity Units (and the securities underlying such
units) shall not be deemed a representation by Entergy Corporation that this
investment meets all relevant legal requirements with respect to plans generally
or any particular plan. </p>
<b>
<p align="center">UNDERWRITING</p>
</b>
<p align="justify">We and the underwriters named below, for whom Citigroup
Global Markets Inc. is acting as representative, have entered into an
underwriting agreement with respect to the Corporate Units being offered.
Subject to certain conditions, each underwriter has severally agreed to purchase
the number of Corporate Units set forth in the following table:</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="3" cellPadding="0" width="638" border="1">
    <tr>
      <td vAlign="bottom" width="84%"><font face="Times New Roman Bold"><b>
      <p align="center">Underwriters</b></font></td>
      <td vAlign="bottom" width="16%"><b>
      <p align="center">Number of <font face="Times New Roman Bold">Corporate
      Units</font></b></td>
    </tr>
    <tr>
      <td vAlign="top" width="84%">Citigroup Global Markets Inc.</td>
      <td vAlign="top" width="16%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="84%">&nbsp;</td>
      <td vAlign="top" width="16%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="84%">&nbsp;</td>
      <td vAlign="top" width="16%">&nbsp;</td>
    </tr>
    <tr>
      <td style="border-bottom-color: #111111; border-bottom-width: 1px" vAlign="top" width="84%">
      <dir>
        <dir>
          <p>Total</p>
        </dir>
      </dir>
      </td>
      <td style="border-bottom: 1px solid" vAlign="top" width="16%">&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<p align="justify">The underwriters are committed to take and pay for all of the
Corporate Units being offered, if any are taken, other than the Corporate Units
covered by the option described below unless and until this option is exercised.</p>
<p align="justify">If the underwriters sell more Corporate Units than the total
number set forth in the table above, the underwriters have an option to buy up
to an additional Corporate Units from us to cover such sales. The underwriters
may exercise that option within 13 days of the date of this prospectus. If any
Corporate Units are purchased pursuant to this option, the underwriters will
severally purchase Corporate Units in approximately the same proportions as set
forth above.</p>
<p align="justify">The following table summarizes the underwriting discounts and
commissions to be paid to the underwriters by us. These amounts are shown
assuming both no exercise and full exercise of the underwriters' option to
purchase additional Corporate Units.</p>
<p align="right">&nbsp;</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="3" cellPadding="0" width="534" border="1">
    <tr>
      <td vAlign="top" width="56%"><b>Paid by Entergy Corporation</b></td>
      <td vAlign="top" width="22%"><b>
      <p align="center">No Exercise</b></td>
      <td vAlign="top" width="22%"><b>
      <p align="center">Full Exercise</b></td>
    </tr>
    <tr>
      <td vAlign="top" width="56%">Per Corporate Unit</td>
      <td vAlign="top" width="22%">$ </td>
      <td vAlign="top" width="22%">$ </td>
    </tr>
    <tr>
      <td vAlign="top" width="56%">Total</td>
      <td vAlign="top" width="22%">$ </td>
      <td vAlign="top" width="22%">$ </td>
    </tr>
  </table>
  </center>
</div>
<p align="justify">We estimate that our share of the total expenses of this
offering, excluding underwriting discounts and commissions, will be
approximately $<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;.</p>
<p align="justify">Corporate Units sold by the underwriters to the public will
initially be offered at the price to public set forth on the cover of this
prospectus. Any Corporate Units sold by the underwriters to securities dealers
may be sold at a discount from the price to public of up to $<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>&nbsp;per Corporate
Unit. Any such securities dealers may resell any Corporate Units purchased from
the underwriters to certain other brokers or dealers at a discount of $<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u>per
Corporate Unit from the price to public per Corporate Unit. If all the Corporate
Units are not sold at the price to public, the underwriters may change the
offering price and the other selling terms.</p>
<p align="justify">The Corporate Units are a new issue of securities with no
established trading market. We do not plan to list the Corporate Units on any
securities exchange. We have been advised by the representative that each of the
underwriters presently intends to make a market in the Corporate Units but they
are not obligated to do so and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Corporate Units.</p>
<p align="justify">We have agreed, for a period of 60&nbsp;days after the date of
this prospectus, to not, without the prior written consent of Citigroup Global
Markets Inc., the representative of the underwriters, directly or indirectly,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of any share of our common
stock or any securities convertible into or exercisable or exchangeable for our
common stock or file any registration statement under the Securities Act with
respect to any of the foregoing or (ii) enter into any swap, or any other
agreement or any transaction, that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of our common stock, whether
any such swap or transaction is to be settled by delivery of common stock or
other securities, in cash or otherwise, with exceptions for shares of our common
stock issued by us upon the exercise of an option or warrant or the conversion
or exchange of a security outstanding on the date hereof, any shares of our
common stock issued or options to purchase common stock granted pursuant to any
of our employee benefit or compensation plans and any shares of common stock
issued pursuant to any nonemployee director stock plan, benefit plan, or
compensation plan or dividend reinvestment and stock repurchase plan or for
similar employee or director compensation or benefit purposes.</p>
<p align="justify">In connection with this offering, the underwriters may
purchase and sell the Corporate Units in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters of a
greater number of Corporate Units than they are required to purchase in this
offering. &quot;Covered&quot; short sales are sales made in an amount not greater than the
underwriters' option to purchase additional Corporate Units from us in the
offering. The underwriter may close out any covered short position by either
exercising their option to purchase additional Corporate Units or purchasing
Corporate Units in the open market. In determining the source of Corporate Units
to close out the covered short position, the underwriters will consider, among
other things, the price of Corporate Units available for purchase in the open
market as compared to the price at which they may purchase Corporate Units
through their option to purchase additional Corporate Units from us. &quot;Naked&quot;
short sales are any sales in excess of such option. The underwriters must close
out any naked short position by purchasing Corporate Units in the open market. A
naked short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of the Corporate
Units in the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of certain bids for
or purchases of Corporate Units made by the underwriters in the open market
prior to the completion of the offering.</p>
<p align="justify">The underwriters also may impose a penalty bid. This occurs
when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the underwriters have repurchased
the Corporate Units sold by or for the account of such underwriter in
stabilizing or short-covering transactions.</p>
<p align="justify">These activities by the underwriters may stabilize, maintain
or otherwise affect the market price of the Corporate Units. As a result, the
price of the Corporate Units may be higher than the price that otherwise might
exist in the open market. If these activities are commenced, they may be
discontinued by the underwriters at any time. These transactions may be effected
in the over-the-counter market or otherwise.</p>
<p align="justify">This prospectus, as amended or supplemented, may be used by
the remarketing agent for remarketing of the senior notes at such time as is
necessary.</p>
<p align="justify">We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.</p>
<p align="justify">From time to time, the underwriters and certain of their
affiliates have engaged, and may in the future engage, in transactions with,
including investment banking and commercial banking transactions, and perform
services for, us and our affiliates in the ordinary course of business. In
addition, affiliates of certain of the underwriters are lenders under Entergy
System credit facilities.</p>
<b>
<p align="center">&nbsp;</p>
<p align="center">EXPERTS </p>
</b>
<p ALIGN="JUSTIFY">The consolidated financial statements and the related
financial statement schedules as of December 31, 2004 and 2003, and for each of
the three years in the period ended December 31, 2004, and management's report
on the effectiveness of internal control over financial reporting as of December
31, 2004, incorporated in this prospectus by reference from Entergy's Annual
Report on Form 10K for the year ended December 31, 2004, have been audited by
Deloitte &amp; Touche LLP, an independent registered public accounting firm, as
stated in their reports, which are incorporated herein by reference, (which
reports (1) express an unqualified opinion on the financial statements and
financial statement schedules and include an explanatory paragraph referring to
the Entergy's change in 2003 in the method of accounting for asset retirement
obligations and for consolidation of variable interest entities and its change
in 2002 in the method of accounting for goodwill and intangible assets, (2)
express an unqualified opinion on management's assessment regarding the
effectiveness of internal control over financial reporting, and (3) express an
unqualified opinion on the effectiveness of internal control over financial
reporting) and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing. </p>
<p ALIGN="JUSTIFY">The consolidated financial statements of Entergy-Koch, LP
appearing in Exhibit 99(a) of Entergy Corporation's Annual Report (Form 10-K)
for the year ended December 31, 2004 have been audited by Ernst &amp; Young LLP,
independent auditors, as set forth in their report thereon (which includes an
explanatory paragraph concerning a change in 2003 in the method of accounting
for inventory held for trading purposes and energy trading contracts not
qualifying as derivatives) included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.</p>
<b>
<p align="center">&nbsp;</p>
<p align="center">LEGAL MATTERS</p>
</b>
<p align="justify">Certain legal matters will be passed upon for us by Denise C.
Redmann, Assistant General Counsel - Corporate and Securities, of Entergy
Services, Inc., New Orleans, Louisiana, and Thelen Reid &amp; Priest LLP, New York,
New York, and for the underwriters by Pillsbury Winthrop Shaw Pittman LLP, New
York, New York and Davis Polk &amp; Wardwell, New York, New York. Pillsbury Winthrop
Shaw Pittman LLP regularly represents our affiliates in connection with various
matters. Certain federal income tax matters will be passed upon for us by Jere
Ahrens, Senior Tax Counsel of Entergy Services, Inc. Mr. Ahrens has 25,800
options to purchase Entergy common stock as of September 30, 2005.</p>
<p align="justify">&nbsp;</p>
<b>
<p align="center">PART II. INFORMATION NOT REQUIRED IN PROSPECTUS</p>
<p>Item 13. Other Expenses of Issuance and Distribution.</p>
<div align="center">
  <center>
  <table id="AutoNumber2" style="border-collapse: collapse" borderColor="#111111" cellSpacing="5" cellPadding="0" width="57%" border="0">
    <tr>
      <td width="80%">SEC Filing Fees</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">$107,000</td>
    </tr>
    <tr>
      <td width="80%">NASD Filing Fees</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">75,500</td>
    </tr>
    <tr>
      <td width="80%">Printing and Engraving Expenses*</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">40,000</td>
    </tr>
    <tr>
      <td width="80%">Accounting Fees and Expenses*</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">125,000</td>
    </tr>
    <tr>
      <td width="80%">Legal Fees and Expenses*</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">250,000</td>
    </tr>
    <tr>
      <td width="80%">Fees and Expenses of Trustee, Purchase Contract</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">&nbsp;</td>
    </tr>
    <tr>
      <td width="80%">&nbsp; Agent, and Collateral Agent*</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">45,000</td>
    </tr>
    <tr>
      <td width="80%">Transfer Agent and Registrar Fees*</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">5,000</td>
    </tr>
    <tr>
      <td width="80%">Rating Agency Fees*</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">158,000</td>
    </tr>
    <tr>
      <td width="80%">Miscellaneous*</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">6,500</td>
    </tr>
    <tr>
      <td width="80%">Total Expenses*</td>
      <td width="3%">&nbsp;</td>
      <td align="right" width="17%">
      <div style="border-top: 1px solid; border-bottom: 3px double">
        $816,000</div>
      </td>
    </tr>
  </table>
  </center>
</div>
</b>
<p><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
</u>* Estimated</p>
<p>&nbsp;</p>
<b>
<p>Item 14. Indemnification of Directors and Officers. </p>
</b><font size="2">
</font>
<p align="justify">We are a corporation organized under the laws of the State of
Delaware.<font size="2"> </font>Section 102(b)(7) of the Delaware General
Corporation Law (&quot;DGCL&quot;) permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or for any transaction from
which the director derived an improper personal benefit. </p>
<p align="justify">Section 145 of the DGCL provides that a corporation has the
power to indemnify a director, officer, employee or agent of the corporation and
certain other persons serving at the request of the corporation in related
capacities against amounts paid and expenses incurred in connection with an
action or proceeding to which he is or is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, and, in any criminal proceeding, if such person had no
reasonable cause to believe his conduct was unlawful; provided that, in the case
of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances. </p>
<p align="justify">Our Certificate of Incorporation provides that our directors
shall not be personally liable to us or our stockholders for monetary damages
for breach of fiduciary duty as a director to the fullest extent permitted by
the DGCL. Our Certificate of Incorporation further provides that we shall
indemnify our directors and officers to the fullest extent authorized or
permitted by the DGCL, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of ours and shall inure to the
benefit of his or her heirs, executors and administrators. The right to
indemnification conferred by our Certificate of Incorporation also includes the
right to be paid by us the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition. Our Bylaws
provide, to the extent authorized from time to time by the board of directors,
rights to indemnification to our employees and agents who are not directors or
officers similar to those conferred to our directors and officers.</p>
<b>
<p>Item 15. Sales of Unregistered Securities. </p>
</b>
<p>We have issued and sold the following unregistered securities during the
three-year period preceding the date of this registration statement:</p>
<dir>
  <dir>
    <p align="justify">(1) On December 19, 2002, we sold $267,000,000 in
    aggregate principal amount of our 7.75% Senior Notes due December 15, 2009
    for a total purchase price of $265,331,250. The amount of the commission was
    $1,668,750.</p>
    <p align="justify">(2) On March 27, 2003, we sold $72,000,000 in aggregate
    principal amount of our 6.17% Senior Notes due March 15, 2008 and
    $86,000,000 in aggregate principal amount of our 7.06% Senior Notes due
    March 15, 2011, for a total purchase price of $71,568,000 and $85,484,000,
    respectively. The amount of the placement agent fee was $432,000 and
    $516,000, respectively.</p>
    <p align="justify">(3) On May 14, 2003, we sold $75,000,000 in aggregate
    principal amount of our 6.58% Senior Notes due May&nbsp;15, 2010 for a total
    purchase price of $74,531,250. The amount of the placement agent fee was
    $468,750.</p>
    <p align="justify">(4) On September 24, 2003, we sold $150,000,000 in
    aggregate principal amount of our 6.13% Senior Notes due September 15, 2008,
    for a total purchase price of $149,100,000. The amount of the placement
    agent fee was $900,000.</p>
    <p align="justify">(5) On November 20, 2003, we sold $15,000,000 in
    aggregate principal amount of our 6.23% Senior Notes due March 15, 2008 and
    $140,000,000 aggregate principal amount of our 6.90% Senior Notes due
    November 15, 2010, for a total purchase price of $14,910,000 and
    $139,125,000, respectively. The amount of the placement agent fee was
    $90,000 and $875,000, respectively.</p>
  </dir>
</dir>
<p align="justify">The offers, sales and issuances of these securities were
deemed to be exempt from registration under the Securities Act of 1933 in
reliance on Section 4(2) of the Securities Act as transactions by an issuer not
involving a public offering. The recipients of securities in each such
transaction were each a &quot;qualified institutional buyer&quot; (as defined in Rule 144A
under the Securities Act) or a person other than a U.S. person (as defined in
Regulation S under the Securities Act) located outside the United States who
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in such transactions.
All recipients had adequate access to information about us. </p>
<p align="justify">&nbsp;</p>
<b>
<p>Item 16. Exhibits. </p>
<dir>
  <dir>
    <dir>
      </b>
      <p>+1(a) - Form of Underwriting Agreement</p>
      <p>*3(a) - Certificate of Incorporation of Entergy Corporation dated
      December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059).</p>
      <p>*3(b) - By-Laws of Entergy Corporation as amended May 13, 2004, and as
      presently in effect (3(ii)(a) to Form 10-Q for the quarter ended June 30,
      2004 in 1-11299).</p>
      <p>*4(a) - Credit Agreement, dated as of May 31, 2002, among Entergy
      Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York
      Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch,
      as Administrative Agent (4(a)(2) to Form 10-K for the year ended December
      31, 2004 in 1-11299).</p>
      <p>*4(b) - First Amendment dated as of June 6, 2003, to the Credit
      Agreement dated May 31, 2002 (4(a)(3) to Form 10-K for the year ended
      December 31, 2004 in 1-11299).</p>
      <p>*4(c) - Credit Agreement, dated as of November 24, 2003, among Entergy
      Corporation, as Borrower, Bayerische Hypo-und Vereinsbank AG, New York
      Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch,
      as Administrative Agent (4(a)11 to Form 10-K for the year ended December
      31, 2003 1-11299).</p>
      <p>*4(d) - Credit Agreement, dated as of May 13, 2004, among Entergy
      Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas,
      J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank
      PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley
      Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First
      Boston (Cayman Islands Branch), Mellon Bank, N.A., Regions Bank, Societe
      Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank
      AG (New York Branch), Deutsche Bank AG New York Branch, KBC Bank N.V.,
      Lehman Brothers Bank, FSB, Mizuho Corporate Bank Limited, The Bank of Nova
      Scotia, UFJ Bank Limited, and West LB AG, New York Branch, Citibank, N.A.,
      as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as
      LC Issuing Bank (4(d) to Form 10-Q for the quarter ended June 30, 2004 in
      1-11299).</p>
      <p>*4(e) - Credit Agreement, dated as of December 14, 2004, among Entergy
      Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas,
      J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank
      PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley
      Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First
      Boston (Cayman Islands Branch), Mellon Bank, N.A., Regions Bank, Societe
      Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank
      AG (New York Branch), Deutsche Bank AG New York Branch, KBC Bank N.V.,
      Lehman Brothers Bank, FSB, Mizuho Corporate Bank Limited, The Bank of Nova
      Scotia, and West LB AG, New York Branch, Citibank, N.A., as Administrative
      Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank (99
      to Form 8-K dated December 20, 2004 in 1-11299).</p>
      <p>*4(f) - Credit Agreement, dated as of May 25, 2005, among Entergy
      Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas,
      J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank
      PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley
      Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First
      Boston (Cayman Islands Branch), Lehman Brothers Bank (FSB), Regions Bank,
      Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und
      Vereinsbank AG (New York Branch), Mellon Bank, N.A., KBC Bank N.V., Mizuho
      Corporate Bank Limited, West LB AG, New York Branch, and UFJ Bank Limited,
      Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO
      Bank, N.V., as LC Issuing Bank. (4(d) to Form 10-Q for the quarter ended
      June 30, 2005 in 1-11299).</p>
      <p>*4(g) - Amended and Restated Credit Agreement, dated as of June 30,
      2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und
      Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und
      Vereinsbank AG, New York Branch, as Administrative Agent. (4(f) to Form
      10-Q for the quarter ended June 30, 2005 in 1-11299).</p>
      <p>*4(h) - Amended and Restated Credit Agreement, dated as of June 30,
      2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und
      Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und
      Vereinsbank AG, New York Branch, as Administrative Agent. (4(g) to Form
      10-Q for the quarter ended June 30, 2005 in 1-11299).</p>
      <p>*4(i) - Amendment dated as of September 22, 2005, to the Credit
      Agreement, dated as of May 25, 2005, among Entergy Corporation, the Banks
      (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas, J. P. Morgan Chase Bank,
      The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch,
      KeyBank National Association, Morgan Stanley Bank, The Bank of New York,
      Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch),
      Lehman Brothers Bank (FSB), Regions Bank, Societe Generale, Union Bank of
      California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch),
      Mellon Bank, N.A., KBC Bank N.V., Mizuho Corporate Bank Limited, West LB
      AG, New York Branch, and UFJ Bank Limited, Citibank, N.A., as
      Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC
      Issuing Bank (4(a) to Form 8-K dated September 28, 2005 in 1-11299).</p>
      <p>*4(j) - Amendment dated as of September 21, 2005, to the Amended and
      Restated Credit Agreement, dated as of June 30, 2005, among Entergy
      Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York
      Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch,
      as Administrative Agent (4(b) to Form 8-K dated September 28, 2005 in
      1-11299).</p>
      <p>*4(k) - Amendment dated as of September 21, 2005, to the Amended and
      Restated Credit Agreement, dated as of June 30, 2005, among Entergy
      Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York
      Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch,
      as Administrative Agent (4(c) to Form 8-K dated September 28, 2005 in
      1-11299).</p>
      <p>*4(l) - DIP Credit Agreement, dated as of September 26, 2005, between
      Entergy New Orleans, Inc., as a debtor-in-possession and Entergy
      Corporation, as Lender (4(d) to Form 8-K dated September&nbsp;28, 2005 in
      1-11299).</p>
      <p>*4(m) - Indenture, dated as of December 1, 2002, between Entergy
      Corporation and Deutsche Bank Trust Company Americas, as Trustee (10(a)4
      to Form 10-K for the year ended December 31, 2002 in 1- 11299).</p>
      <p>*4(n) Officer's Certificate for Entergy Corporation relating to 7.75%
      Senior Notes due December 15, 2009 (10(a)5 to Form 10-K for the year ended
      December 31, 2002 in 1-11299).</p>
      <p>*4(o) - Officer's Certificate for Entergy Corporation relating to 6.17%
      Senior Notes due March 15, 2008 (4(c) to Form 10-Q for the quarter ended
      March 31, 2003 in 1-11299).</p>
      <p>*4(p) - Officer's Certificate for Entergy Corporation relating to 7.06%
      Senior Notes due March 15, 2011 (4(d) to Form 10-Q for the quarter ended
      March 31, 2003 in 1-11299).</p>
      <p>*4(q) - Officer's Certificate for Entergy Corporation relating to 6.58%
      Senior Notes due May 15, 2010 (4(d) to Form 10-Q for the quarter ended
      June 30, 2003 in 1-11299).</p>
      <p>*4(r) Officer's Certificate for Entergy Corporation relating to 6.13%
      Senior Notes due September 15, 2008 (4(a) to Form 10-Q for the quarter
      ended September 30, 2003 in 1-11299).</p>
      <p>*4(s) - Officer's Certificate for Entergy Corporation relating to 6.23%
      Senior Notes due March 15, 2008 (4(a)9 to Form 10-K for the year ended
      December 31, 2003 in 1-11299).</p>
      <p>*4(t) - Officer's Certificate for Entergy Corporation relating to 6.90%
      Senior Notes due November 15, 2010 (4(a)10 to Form 10-K for the year ended
      December 31, 2003 in 1-11299).</p>
      <p>4(u) - Form of Supplemental Indenture relating to the Senior Notes.</p>
      <p>4(v) - Form of Purchase Contract and Pledge Agreement.</p>
      <p>4(w) - Form of Remarketing Agreement.</p>
      <p>5(a) - Opinion and Consent, dated December 2, 2005, of Denise C.
      Redmann, Assistant General Counsel - Corporate and Securities, of Entergy
      Services, Inc.</p>
      <p>5(b) - Opinion and Consent, dated December 2, 2005, of Thelen Reid &amp;
      Priest LLP.</p>
      <p>8 - Opinion and Consent, dated December 2, 2005 of Jere Ahrens, Senior
      Tax Counsel of Entergy Services, Inc.</p>
      <p>*10(a) - Agreement, dated April 23, 1982, among certain System
      companies, relating to System Planning and Development and Intra-System
      Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in
      1-3517).</p>
      <p>*10(b) - Middle South Utilities (now Entergy Corporation) System Agency
      Agreement, dated December 11, 1970 (5(a)2 in 2-41080).</p>
      <p>*10(c) - Amendment, dated February 10, 1971, to Middle South Utilities
      System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).</p>
      <p>*10(d) - Amendment, dated May 12, 1988, to Middle South Utilities
      System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).</p>
      <p>*10(e) - Middle South Utilities System Agency Coordination Agreement,
      dated December 11, 1970 (5(a)3 in 2-&nbsp;41080).</p>
      <p>*10(f) - Service Agreement with Entergy Services, dated as of April 1,
      1963 (5(a)5 in 2-41080).</p>
      <p>*10(g) - Amendment, dated April 27, 1984, to Service Agreement with
      Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984
      in 1-3517).</p>
      <p>*10(h) - Amendment, dated January 1, 2000, to Service Agreement with
      Entergy Services (10(a)12 for the year ended December 31, 2001 in
      1-11299).</p>
      <p>*10(i) - Amendment, dated March 1, 2004, to Service Agreement with
      Entergy Services (10(a) 9 to Form 10-K for the year ended December 31,
      2004 in 1-112199).</p>
      <p>*10(j) - Availability Agreement, dated June 21, 1974, among System
      Energy and certain other System companies (B to Rule 24 Certificate dated
      June 24, 1974 in 70-5399).</p>
      <p>*10(k) - First Amendment to Availability Agreement, dated as of June
      30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).</p>
      <p>*10(l) - Second Amendment to Availability Agreement, dated as of June
      15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).</p>
      <p>*10(m) - Third Amendment to Availability Agreement, dated as of June
      28, 1984 (B-13(a) to Rule 24 Certificate dated July 6, 1984 in 70-6985).</p>
      <p>*10(n) - Fourth Amendment to Availability Agreement, dated as of June
      1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).</p>
      <p>*10(o) - Eighteenth Assignment of Availability Agreement, Consent and
      Agreement, dated as of September 1, 1986, with United States Trust Company
      of New York and Gerard F. Ganey, as Trustees (C-2 to Rule 24 Certificate
      dated October 1, 1986 in 70-7272).</p>
      <p>*10(p) - Nineteenth Assignment of Availability Agreement, Consent and
      Agreement, dated as of September 1, 1986, with United States Trust Company
      of New York and Gerard F. Ganey, as Trustees (C-3 to Rule 24 Certificate
      dated October 1, 1986 in 70-7272).</p>
      <p>*10(q) - Twenty-sixth Assignment of Availability Agreement, Consent and
      Agreement, dated as of October 1, 1992, with United States Trust Company
      of New York and Gerard F. Ganey, as Trustees (B-2(c) to Rule 24
      Certificate dated November 2, 1992 in 70-7946).</p>
      <p>*10(r) - Twenty-seventh Assignment of Availability Agreement, Consent
      and Agreement, dated as of April 1, 1993, with United States Trust Company
      of New York and Gerard F. Ganey as Trustees (B-2(d) to Rule 24 Certificate
      dated May 4, 1993 in 70-7946).</p>
      <p>*10(s) - Twenty-ninth Assignment of Availability Agreement, Consent and
      Agreement, dated as of April 1, 1994, with United States Trust Company of
      New York and Gerard F. Ganey as Trustees (B-2(f) to Rule 24 Certificate
      dated May 6, 1994 in 70-7946).</p>
      <p>*10(t) - Thirtieth Assignment of Availability Agreement, Consent and
      Agreement, dated as of August 1, 1996, among System Energy, Entergy
      Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans,
      and United States Trust Company of New York and Gerard F. Ganey, as
      Trustees (B-2(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).</p>
      <p>*10(u) - Thirty-first Assignment of Availability Agreement, Consent and
      Agreement, dated as of August 1, 1996, among System Energy, Entergy
      Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans,
      and United States Trust Company of New York and Gerard F. Ganey, as
      Trustees (B-2(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).</p>
      <p>*10(v) - Thirty-fourth Assignment of Availability Agreement, Consent
      and Agreement, dated as of September 1, 2002, among System Energy, Entergy
      Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans,
      The Bank of New York and Douglas J. MacInnes (B-2(a)(1) to Rule 24
      Certificate dated October 4, 2001 in 70-9753).</p>
      <p>*10(w) - Thirty-fifth Assignment of Availability Agreement, Consent and
      Agreement, dated as of December 22, 2003, among System Energy, Entergy
      Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans,
      and Union Bank of California, N.A (10(a)25 to Form 10-K for the year ended
      December 31, 2003 in 1-11299).</p>
      <p>*10(x) - First Amendment to Thirty-fifth Assignment of Availability
      Agreement, Consent and Agreement, dated as of December 17, 2004 (10(a) 24
      to Form 10-K for the year ended December 31, 2004 in 1-11299)</p>
      <p>*10(y) - Capital Funds Agreement, dated June 21, 1974, between Entergy
      Corporation and System Energy (C to Rule 24 Certificate dated June 24,
      1974 in 70-5399).</p>
      <p>*10(z) - First Amendment to Capital Funds Agreement, dated as of June
      1, 1989 (B to Rule 24 Certificate dated June 8, 1989 in 70-5399).</p>
      <p>*10(aa) - Eighteenth Supplementary Capital Funds Agreement and
      Assignment, dated as of September 1, 1986, with United States Trust
      Company of New York and Gerard F. Ganey, as Trustees (D-2 to Rule 24
      Certificate dated October 1, 1986 in 70-7272). </p>
      <p>*10(ab) - Nineteenth Supplementary Capital Funds Agreement and
      Assignment, dated as of September 1, 1986, with United States Trust
      Company of New York and Gerard F. Ganey, as Trustees (D-3 to Rule 24
      Certificate dated October 1, 1986 in 70-7272).</p>
      <p>*10(ac) - Twenty-sixth Supplementary Capital Funds Agreement and
      Assignment, dated as of October 1, 1992, with United States Trust Company
      of New York and Gerard F. Ganey, as Trustees (B-3(c) to Rule 24
      Certificate dated November 2, 1992 in 70-7946).</p>
      <p>*10(ad) - Twenty-seventh Supplementary Capital Funds Agreement and
      Assignment, dated as of April 1, 1993, with United States Trust Company of
      New York and Gerard F. Ganey, as Trustees (B-3(d) to Rule 24 Certificate
      dated May 4, 1993 in 70-7946).</p>
      <p>*10(ae) - Twenty-ninth Supplementary Capital Funds Agreement and
      Assignment, dated as of April 1, 1994, with United States Trust Company of
      New York and Gerard F. Ganey, as Trustees (B-3(f) to Rule 24 Certificate
      dated May 6, 1994 in 70-7946).</p>
      <p>*10(af) - Thirtieth Supplementary Capital Funds Agreement and
      Assignment, dated as of August 1, 1996, among Entergy Corporation, System
      Energy and United States Trust Company of New York and Gerard F. Ganey, as
      Trustees (B-3(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).</p>
      <p>*10(ag) - Thirty-first Supplementary Capital Funds Agreement and
      Assignment, dated as of August 1, 1996, among Entergy Corporation, System
      Energy and United States Trust Company of New York and Gerard F. Ganey, as
      Trustees (B-3(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).</p>
      <p>*10(ah) - Thirty-fourth Supplementary Capital Funds Agreement and
      Assignment, dated as of September 1, 2002, among Entergy Corporation,
      System Energy, The Bank of New York and Douglas J. MacInnes (B-3(a)(1) to
      Rule 24 Certificate dated October 4, 2002 in 70-9753).</p>
      <p>*10(ai) - Thirty-fifth Supplementary Capital Funds Agreement and
      Assignment, dated as of December 22, 2003, among Entergy Corporation,
      System Energy, and Union Bank of California, N.A (10(a)38 to Form 10-K for
      the year ended December 31, 2003 in 1-11299).</p>
      <p>*10(aj) - First Amendment to Supplementary Capital Funds Agreements and
      Assignments, dated as of June 1, 1989, by and between Entergy Corporation,
      System Energy, Deposit Guaranty National Bank, United States Trust Company
      of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8,
      1989 in 70-7026).</p>
      <p>*10(ak) - First Amendment to Supplementary Capital Funds Agreements and
      Assignments, dated as of June 1, 1989, by and between Entergy Corporation,
      System Energy, United States Trust Company of New York and Gerard F. Ganey
      (C to Rule 24 Certificate dated June 8, 1989 in 70-7123).</p>
      <p>*10(al) - First Amendment to Supplementary Capital Funds Agreement and
      Assignment, dated as of June 1, 1989, by and between Entergy Corporation,
      System Energy and Chemical Bank (C to Rule 24 Certificate dated June 8,
      1989 in 70-7561).</p>
      <p>*10(am) - Reallocation Agreement, dated as of July 28, 1981, among
      System Energy and certain other System companies (B-1(a) in 70-6624).</p>
      <p>*10(an) - Joint Construction, Acquisition and Ownership Agreement,
      dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in
      70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c)
      in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule
      24 Certificate dated October 30, 1981 in 70-6337).</p>
      <p>*10(ao) - Operating Agreement dated as of May 1, 1980, between System
      Energy and SMEPA (B(2)(a) in 70- 6337).</p>
      <p>*10(ap) - Assignment, Assumption and Further Agreement No. 1, dated as
      of December 1, 1988, among System Energy, Meridian Trust Company and
      Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated
      January 9, 1989 in 70-7561).</p>
      <p>*10(aq) - Assignment, Assumption and Further Agreement No. 2, dated as
      of December 1, 1988, among System Energy, Meridian Trust Company and
      Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated
      January 9, 1989 in 70-7561).</p>
      <p>*10(ar) - Substitute Power Agreement, dated as of May 1, 1980, among
      Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).</p>
      <p>*10(as) - Grand Gulf Unit No. 2 Supplementary Agreement, dated as of
      February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).</p>
      <p>*10(at) - Compromise and Settlement Agreement, dated June 4, 1982,
      between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June
      4, 1982 in 1-3517).</p>
      <p>*10(au) - Unit Power Sales Agreement, dated as of June 10, 1982,
      between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy
      Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year
      ended December 31, 1982 in 1-3517).</p>
      <p>*10(av) - First Amendment to Unit Power Sales Agreement, dated as of
      June 28, 1984, between System Energy and Entergy Arkansas, Entergy
      Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q
      for the quarter ended September 30, 1984 in 1-3517).</p>
      <p>*10(aw) - Revised Unit Power Sales Agreement (10(ss) in 33-4033).</p>
      <p>*10(ax) - Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to
      Form U5S for the year ended December 31, 1987).</p>
      <p>*10(ay) - First Amendment, dated January 1, 1990, to the Middle South
      Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation
      Agreement (D-2 to Form U5S for the year ended December 31, 1989).</p>
      <p>*10(az) - Second Amendment dated January 1, 1992, to the Entergy
      Corporation and Subsidiary Companies Intercompany Income Tax Allocation
      Agreement (D-3 to Form U5S for the year ended December 31, 1992).</p>
      <p>*10(ba) - Third Amendment dated January 1, 1994 to Entergy Corporation
      and Subsidiary Companies Intercompany Income Tax Allocation Agreement
      (D-3(a) to Form U5S for the year ended December 31, 1993).</p>
      <p>*10(bb) - Fourth Amendment dated April 1, 1997 to Entergy Corporation
      and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5
      to Form U5S for the year ended December 31, 1996).</p>
      <p>*10(bc) - Guaranty Agreement between Entergy Corporation and Entergy
      Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate
      dated September 27, 1990 in 70-7757).</p>
      <p>*10(bd) - Guarantee Agreement between Entergy Corporation and Entergy
      Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate
      dated September 27, 1990 in 70-7757).</p>
      <p>*10(be) - Guarantee Agreement between Entergy Corporation and System
      Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate
      dated September 27, 1990 in 70- 7757).</p>
      <p>*10(bf) - Loan Agreement between Entergy Operations and Entergy
      Corporation, dated as of September 20, 1990 (B-12(b) to Rule 24
      Certificate dated June 15, 1990 in 70-7679).</p>
      <p>*10(bg) - Loan Agreement between Entergy Power and Entergy Corporation,
      dated as of August 28, 1990 (A- 4(b) to Rule 24 Certificate dated
      September 6, 1990 in 70-7684).</p>
      <p>*10(bh) - Loan Agreement between Entergy Corporation and Entergy
      Systems and Service, Inc., dated as of December 29, 1992 (A-4(b) to Rule
      24 Certificate in 70-7947).</p>
      <p>*10(bi) - Executive Financial Counseling Program of Entergy Corporation
      and Subsidiaries (10(a)64 to Form 10-K for the year ended December 31,
      2001 in 1-11299).</p>
      <p>*10(bj) - Amended and Restated Executive Annual Incentive Plan of
      Entergy Corporation and Subsidiaries, effective January 1, 2003 (10(b) to
      Form 10-Q for the quarter ended March 31, 2003 in 1-11299).</p>
      <p>*10(bk) - Equity Ownership Plan of Entergy Corporation and Subsidiaries
      (A-4(a) to Rule 24 Certificate dated May 24, 1991 in 70-7831).</p>
      <p>*10(bl) - Amendment No. 1 to the Equity Ownership Plan of Entergy
      Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended
      December 31, 1992 in 1-3517).</p>
      <p>*10(bm) - Amended and Restated 1998 Equity Ownership Plan of Entergy
      Corporation and Subsidiaries (10(a) to Form 10-Q for the quarter ended
      March 31, 2003 in 1-11299).</p>
      <p>*10(bn) - Supplemental Retirement Plan of Entergy Corporation and
      Subsidiaries, as amended effective January 1, 2000 (10(a)70 to Form 10-K
      for the year ended December 31, 2001 in 1-11299).</p>
      <p>*10(bo) - Amendment, effective December 28, 2001, to the Supplemental
      Retirement Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form
      10-K for the year ended December 31, 2001 in 1-11299).</p>
      <p>*10(bp) - Defined Contribution Retirement Plan of Entergy Corporation
      and Subsidiaries, as amended effective January 1, 2000 (10(a)72 to Form
      10-K for the year ended December 31, 2001 in 1-11299).</p>
      <p>*10(bq) - Amendment, effective December 28, 2001, to the Defined
      Contribution Retirement Plan of Entergy Corporation and Subsidiaries
      (10(a)73 to Form 10-K for the year ended December 31, 2001 in 1-11299).</p>
      <p>*10(br) - Executive Disability Plan of Entergy Corporation and
      Subsidiaries (10(a)74 to Form 10-K for the year ended December 31, 2001 in
      1-11299).</p>
      <p>*10(bs) - Amended and Restated Executive Deferred Compensation Plan of
      Entergy Corporation and Subsidiaries, dated June 10, 2003 (10(d) to Form
      10-Q for the quarter ended June 30, 2003 in 1-11299).</p>
      <p>*10(bt) - Equity Awards Plan of Entergy Corporation and Subsidiaries,
      effective as of August 31, 2000 (10(a)77 to Form 10-K for the year ended
      December 31, 2001 in 1-11299).</p>
      <p>*10(bu) - Amendment, effective December 7, 2001, to the Equity Awards
      Plan of Entergy Corporation and Subsidiaries (10(a)78 to Form 10-K for the
      year ended December 31, 2001 in 1-11299).</p>
      <p>*10(bv) - Amendment, effective December 10, 2001, to the Equity Awards
      Plan of Entergy Corporation and Subsidiaries (10(b) to Form 10-Q for the
      quarter ended March 31, 2002 in 1-11299).</p>
      <p>*10(bw) - Restatement of System Executive Continuity Plan of Entergy
      Corporation and Subsidiaries, effective as of March 8, 2004 (10(d) to Form
      10-Q for the quarter ended March 31, 2004 in 1-11299).</p>
      <p>*10(bx) - First Amendment of the System Executive Continuity Plan of
      Entergy Corporation and Subsidiaries, effective December 29, 2004 (10(a)76
      to Form 10-K for the year ended December 31, 2004 in 1-11299).</p>
      <p>*10(by) - System Executive Continuity Plan II of Entergy Corporation
      and Subsidiaries, effective March 8, 2004 (10(e) to Form 10-Q for the
      quarter ended March 31, 2004 in 1-11299).</p>
      <p>*10(bz) - First Amendment of the System Executive Continuity Plan II of
      Entergy Corporation and Subsidiaries, effective December 29, 2004 (10(a)78
      to Form 10-K for the year ended December 31, 2004 in 1-11299).</p>
      <p>*10(ca) - Post-Retirement Plan of Entergy Corporation and Subsidiaries,
      as amended effective January 1, 2000 (10(a)80 to Form 10-K for the year
      ended December 31, 2001 in 1-11299).</p>
      <p>*10(cb) - Amendment, effective December 28, 2001, to the
      Post-Retirement Plan of Entergy Corporation and Subsidiaries (10(a)81 to
      Form 10-K for the year ended December 31, 2001 in 1-11299).</p>
      <p>*10(cd) - Pension Equalization Plan of Entergy Corporation and
      Subsidiaries, as amended effective January 1, 2000 (10(a)82 to Form 10-K
      for the year ended December 31, 2001 in 1-11299).</p>
      <p>*10(ce) - Amendment, effective December 28, 2001, to the Pension
      Equalization Plan of Entergy Corporation and Subsidiaries (10(a)83 to Form
      10-K for the year ended December 31, 2001 in 1-11299).</p>
      <p>*10(cf) - Service Recognition Program for Non-Employee Outside
      Directors of Entergy Corporation and Subsidiaries, effective January 1,
      2000 (10(a)84 to Form 10-K for the year ended December 31, 2001 in
      1-11299).</p>
      <p>*10(cg) - Executive Income Security Plan of Gulf States Utilities
      Company, as amended effective March 1, 1991 (10(a)86 to Form 10-K for the
      year ended December 31, 2001 in 1-11299).</p>
      <p>*10(ch) - System Executive Retirement Plan of Entergy Corporation and
      Subsidiaries, effective January 1, 2000 (10(a)87 to Form 10-K for the year
      ended December 31, 2001 in 1-11299).</p>
      <p>*10(ci) - Amendment, effective December 28, 2001, to the System
      Executive Retirement Plan of Entergy Corporation and Subsidiaries (10(a)88
      to Form 10-K for the year ended December 31, 2001 in 1-11299).</p>
      <p>*10(cj) - Retention Agreement effective October 27, 2000 between J.
      Wayne Leonard and Entergy Corporation (10(a)81 to Form 10-K for the year
      ended December 31, 2000 in 1-11299).</p>
      <p>*10(ck) - Amendment to Retention Agreement effective March 8, 2004
      between J. Wayne Leonard and Entergy Corporation (10(c) to Form 10-Q for
      the quarter ended March 31, 2004 in 1-11299).</p>
      <p>*10(cl) - Retention Agreement effective January 22, 2001 between
      Richard J. Smith and Entergy Services, Inc. (10(a)87 to Form 10-K for the
      year ended December 31, 2000 in 1-11299).</p>
      <p>*10(cm) - Employment Agreement effective August 7, 2001 between Curt L.
      Hebert and Entergy Corporation (10(a)97 to Form 10-K for the year ended
      December 31, 2001 in 1-11299).</p>
      <p>*10(cn) - Agreement of Limited Partnership of Entergy-Koch, LP among
      EKLP, LLC, EK Holding I, LLC, EK Holding II, LLC and Koch Energy, Inc.
      dated January 31, 2001 (10(a)94 to Form 10-K/A for the year ended December
      31, 2000 in 1-11299).</p>
      <p>*10(co) - Employment Agreement effective April 15, 2003 between Robert
      D. Sloan and Entergy Services (10(c) to Form 10-Q for the quarter ended
      June 30, 2003 in 1-11299).</p>
      <p>*10(cp) - Employment Agreement effective November 24, 2003 between Mark
      T. Savoff and Entergy Services (10(a)99 to Form 10-K for the year ended
      December 31, 2003 in 1-11299).</p>
      <p>*10(cq) - Employment Agreement effective February 9, 1999 between Leo
      P. Denault and Entergy Services (10(a) to Form 10-Q for the quarter ended
      March 31, 2004 in 1-11299).</p>
      <p>*10(cr) - Amendment to Employment Agreement effective March 5, 2004
      between Leo P. Denault and Entergy Corporation (10(b) to Form 10-Q for the
      quarter ended March 31, 2004 in 1-11299).</p>
      <p>*10(cs) - Shareholder Approval of Future Severance Agreements
      Policy, effective March 8, 2004 (10(f) to Form 10-Q for the quarter ended
      March 31, 2004 in 1-11299).</p>
      <p>*10(ct) - Consulting Agreement effective May 4, 2004 between Hintz &amp;
      Associates, LLC and Entergy Services, Inc. (10(d) to Form 10-Q for the
      quarter ended June 30, 2004 in 1-11299).</p>
      <p>*10(cu) - Form of Stock Option Grant Agreement Letter, as of December
      31, 2004 (99.1 to Form 8-K dated January 26, 2005 in 1-11299).</p>
      <p>*10(cv) - Form of Long Term Incentive Plan Performance Unit Grand
      Letter, as of December 31, 2004 (99.2 to Form 8-K dated January 26, 2005
      in 1-11299).</p>
      <p>*10(cw) - Summary of Outside Director Compensation and Benefits for
      Entergy Corporation, as of July&nbsp;29, 2005.</p>
      <p>12 - Computation of Ratio of Earnings to Fixed Charges.</p>
      <p>*21 - List of Subsidiaries (21 to Form 10-K for the year ended December
      31, 2004 in 1-11299).</p>
      <p>23(a) - Independent Auditors' Consent of Deloitte &amp; Touche LLP.</p>
      <p>23(b) - Independent Auditors' Consent of Ernst &amp; Young LLP.</p>
      <p>23(c) - Consent of Denise C. Redmann, Assistant General Counsel -
      Corporate and Securities, of Entergy Services, Inc. (included in opinion,
      attached hereto as Exhibit 5(a)).</p>
      <p>23(d) - Consent of Thelen Reid &amp; Priest LLP (included in opinion,
      attached hereto as Exhibit 5(b)).</p>
      <p>23(e) - Consent of Jere Ahrens, Senior Tax Counsel of Entergy Services,
      Inc. (included in opinion attached hereto as Exhibit 5(c)).</p>
      <p>24(a) - Power of Attorney with respect to directors.</p>
      <p>24(b) - Power of Attorney with respect to officers (included on the
      signature page of this registration statement).</p>
      <p>24(c) - Power of Attorney with respect to officer signing the
      registration statement on behalf of Entergy.</p>
      <p>25(a) - Statement of Eligibility on Form T-1 of Deutsche Bank Trust
      Company Americas, as indenture trustee.</p>
      <p>25(b) - Statement of Eligibility on Form T-1 of The Bank of New York,
      as purchase contract agent.</p>
    </dir>
  </dir>
</dir>
<p>*Incorporated herein by reference as indicated. </p>
<p>+To be filed by amendment.</p>
<b>
<p>Item 17. Undertakings. </p>
</b><font size="2">
<p>&nbsp;</p>
<dir>
  <dir>
    <dir>
      </font>
      <p>The undersigned registrant hereby undertakes:</p>
      <dir>
        <p align="justify">(1) To deliver or cause to be delivered with the
        prospectus, to each person to whom the prospectus is sent or given, the
        latest annual report to security holders that is incorporated by
        reference in the prospectus and furnished pursuant to and meeting the
        requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange
        Act of 1934; and, where interim financial information required to be
        presented by Article 3 of Regulation S-X are not set forth in the
        prospectus, to deliver, or cause to be delivered to each person to whom
        the prospectus is sent or given, the latest quarterly report that is
        specifically incorporated by reference in the prospectus to provide such
        interim financial information. </p>
        <p align="justify">(2) Insofar as indemnification for liabilities
        arising under the Securities Act of 1933 may be permitted to directors,
        officers and controlling persons of the registrant pursuant to the
        foregoing provisions, or otherwise, the registrant has been advised that
        in the opinion of the Securities and Exchange Commission such
        indemnification is against public policy as expressed in the Act and is,
        therefore, unenforceable. In the event that a claim for indemnification
        against such liabilities (other than the payment by the registrant of
        expenses incurred or paid by a director, officer or controlling person
        of the registrant in the successful defense of any action, suit or
        proceeding) is asserted by such director, officer or controlling person
        in connection with the securities being registered, the registrant will,
        unless in the opinion of its counsel the matter has been settled by
        controlling precedent, submit to a court of appropriate jurisdiction the
        question whether such indemnification by it is against public policy as
        expressed in the Act and will be governed by the final adjudication of
        such issue. </p>
        <p align="justify">(3) That, for purposes of determining any liability
        under the Securities Act of 1933, the information omitted from the form
        of prospectus filed as part of this registration statement in reliance
        upon Rule 430A and contained in a form of prospectus filed by the
        registrant pursuant to Rule 424(b)(1)or (4)or 497(h) under the
        Securities Act shall be deemed to be part of this registration statement
        as of the time it was declared effective. </p>
        <p align="justify">(4) That, for the purpose of determining any
        liability under the Securities Act of 1933, each post-effective
        amendment that contains a form of prospectus shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof. </p>
      </dir>
    </dir>
  </dir>
</dir>
<b>
<p align="center">SIGNATURES</p>
<p></b>Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Clinton,
State of Mississippi, on December 2, 2005.</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p><b>ENTERGY CORPORATION</p>
<p></b>By:<u>/s/ Leo P. Denault&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
</u>Name: Leo P. Denault<br>
Title: Executive Vice President and Chief<br>
Financial Officer</p>
<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <dir>
            <dir>
              <dir>
                <dir>
                  <dir>
                    <dir>
                      <dir>
                        <dir>
                          <dir>
                            <p>&nbsp;</p>
                          </dir>
                        </dir>
                      </dir>
                    </dir>
                  </dir>
                </dir>
              </dir>
            </dir>
          </dir>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
<p>Each of J. Wayne Leonard, Leo P. Denault, and Nathan E. Langston, whose
signature appears below, has appointed Nathan E. Langston, Steven C. McNeal, and
Denise C. Redmann, and each of them severally, as his attorney-in-fact to sign
in his name and behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all amendments, including any
post-effective amendments to this registration statement and any registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933.</p>
<p>Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.</p>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="0" width="636" border="0">
    <tr>
      <td vAlign="top" width="33%"><u>Signature</u></td>
      <td vAlign="top" width="43%"><u>Title</u></td>
      <td vAlign="top" width="24%"><u>Date</u></td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>/s/ J. Wayne Leonard&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>
      </td>
      <td vAlign="top" width="43%">Chief Executive Officer and Director</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">J. Wayne Leonard</td>
      <td vAlign="top" width="43%">(Principal Executive Officer)</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">Executive Vice President and Chief </td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>/s/ Leo P. Denault&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      </u></td>
      <td vAlign="top" width="43%">Financial Officer</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">Leo P. Denault</td>
      <td vAlign="top" width="43%">(Principal Financial Officer)</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">Senior Vice President and </td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>/s/ Nathan E. Langston&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>
      </td>
      <td vAlign="top" width="43%">Chief Accounting Officer</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">Nathan E. Langston </td>
      <td vAlign="top" width="43%">(Principal Accounting Officer)</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>
      *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></td>
      <td vAlign="top" width="43%">Chairman of the Board and Director</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">Robert v.d. Luft</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>
      *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></td>
      <td vAlign="top" width="43%">Director</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">Maureen S. Bateman</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<div align="center">
  <center>
  <table style="border-collapse: collapse" borderColor="#111111" cellSpacing="0" cellPadding="0" width="636" border="0">
    <tr>
      <td vAlign="top" width="33%" height="5"><u>
      *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></td>
      <td vAlign="top" width="43%" height="5">Director</td>
      <td vAlign="top" width="24%" height="5">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">W. Frank Blount</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>
      *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></td>
      <td vAlign="top" width="43%">Director</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">Simon D. deBree</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>
      *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></td>
      <td vAlign="top" width="43%">Director</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">Claiborne P. Deming</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>
      *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></td>
      <td vAlign="top" width="43%">Director</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">Gary W. Edwards</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">&nbsp;</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%"><u>
      *&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></td>
      <td vAlign="top" width="43%">Director</td>
      <td vAlign="top" width="24%">December 2, 2005</td>
    </tr>
    <tr>
      <td vAlign="top" width="33%">Alexis M. Herman</td>
      <td vAlign="top" width="43%">&nbsp;</td>
      <td vAlign="top" width="24%">&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; * By:<u>/s/ Nathan E. Langston&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Nathan E. Langston <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Attorney-in-fact</p>

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[{"type": "S-1", "sequence": "1", "filename": "a22005dec2.htm", "secsgml_size_bytes": 562348}]
{"company-data": {"conformed-name": "ENTERGY CORP /DE/", "cik": "0000065984", "assigned-sic": "4911", "irs-number": "721229752", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-130107", "film-number": "051241684"}, "business-address": {"street1": "639 LOYOLA AVE", "city": "NEW ORLEANS", "state": "LA", "zip": "70113", "phone": "5045764000"}, "mail-address": {"street1": "PO BOX 61000", "city": "NEW ORLEANS", "state": "LA", "zip": "70161"}, "former-company": [{"former-conformed-name": "ENTERGY CORP /FL/", "date-changed": "19940329"}, {"former-conformed-name": "ENTERGY GSU HOLDINGS INC /DE/", "date-changed": "19940329"}, {"former-conformed-name": "MIDDLE SOUTH UTILITIES INC", "date-changed": "19890521"}]}
As filed with the Securities and Exchange Commission on December 2
As filed with the Securities and Exchange Commission on
December 2, 2005.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
ENTERGY CORPORATION
(Exact name of registrant as specified in charter)
Delaware
72-1229752
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
500 Clinton Center Drive
Clinton, Mississippi  39056
(Temporary executive offices)
(504) 576-4000
(Address, including zip code, and telephone number, including
area
code, of registrant's principal executive offices)
J. Wayne Leonard
Chief Executive Officer
Entergy Corporation
500 Clinton Center Drive
Clinton, Mississippi 39056
(601) 339-2876
Steven C. McNeal
Vice President and Treasurer
Entergy Corporation
20 Greenway Plaza
Houston, Texas 77046
(832) 681-3137
Dawn A. Abuso
Senior Counsel - Corporate and Securities
Entergy Services, Inc.
446 North Boulevard
Baton Rouge, Louisiana 70802
(225) 339-3213
(Names, addresses, including zip codes, and telephone numbers,
including
area codes, of agents for service)
Copies to:
Kimberly M. Reisler
Thelen Reid & Priest LLP
875 Third Avenue
New York, New York 10022-6225
(212) 603-2207
Jeffrey J. Delaney
Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, New York 10036
(212) 858-1292
Approximate date of commencement of proposed sale to the public
: As soon
as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Proposed Maximum Aggregate
Offering Amount (1)(2)
Amount of Registration Fee
Equity Units
$500,000,000
$53,500
Senior Notes initially due
      February 17, 2011 (3)
Common Stock, $0.01 par value
      per share (4)
$500,000,000
$53,500
Purchase contracts (5)
Total
$1,000,000,000
$107,000
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) promulgated under the Securities Act of 1933.
(2) Exclusive of accumulated contract adjustment payments and accrued
interest, if any.
(3) The senior notes are offered as a component of the Equity Units for no
additional consideration.
(4) Shares of common stock to be issued to the holders of Equity Units upon
settlement of the purchase contracts. The actual number of shares of common
stock to be issued will not be determined until the date of settlement of the
related Equity Units.
(5) The purchase contracts are offered as a component of the Equity Units for
no additional consideration.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The information in this prospectus is not complete and may
be changed.  We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. 
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
PROSPECTUS
Subject to Completion,
Dated December 2, 2005
Equity Units
(Initially Consisting of Corporate Units)
ENTERGY CORPORATION
% Equity Units
______________________________
Entergy Corporation is offering % Equity Units in this offering.
Each Equity Unit will have a stated amount of $50 and will
consist of a purchase contract issued by us and, initially, a 1/20, or 5%,
undivided beneficial ownership interest in a $1,000 principal amount senior note
initially due February 17, 2011, issued by us, which we refer to as a Corporate
Unit.
The purchase contract will obligate you to purchase from us, no later than
  February 17, 2009 for a price of $50 in cash, between and shares of our common
  stock, subject to anti-dilution adjustments, depending on the average closing
  price of our common stock over the 20-trading day period ending on the third
  trading day prior to such date.
We will pay you quarterly contract adjustment payments at a rate of % per
  year of the stated amount of $50 per Equity Unit, or $ per year, as described
  in this prospectus.
The senior notes will initially bear interest at a rate of % per year,
  payable, initially, quarterly. The senior notes will be remarketed as
  described in this prospectus. In connection with this remarketing the interest
  rate on the senior notes will be reset and thereafter interest will be payable
  semi-annually at the reset rate.
You can create Treasury Units from Corporate Units by substituting
  Treasury securities for your undivided beneficial ownership interest in the
  senior notes or the applicable ownership interest in the Treasury portfolio
  comprising a part of the Corporate Units, and you can recreate Corporate Units
  by substituting your undivided beneficial ownership interest in the senior
  notes or the applicable ownership interest in the Treasury portfolio for the
  Treasury securities comprising a part of the Treasury Units, in each case,
  subject to certain conditions described in this prospectus.
Your ownership interest in the senior notes, the applicable ownership
  interest in the Treasury portfolio or the Treasury securities, as the case may
  be, will be pledged to us to secure your obligation under the related purchase
  contract.
If there is a successful optional remarketing of the senior notes as
  described in this prospectus, and you hold Corporate Units, your applicable
  ownership interest in the Treasury portfolio purchased with the proceeds from
  the remarketing will be used to satisfy your payment obligations under the
  purchase contract.
If there is a successful final remarketing of the senior notes as
  described in this prospectus, and you hold Corporate Units, the proceeds from
  the remarketing will be used to satisfy your payment obligations under the
  purchase contract, unless you have elected to settle with separate cash.
The Equity Units are initially being offered only in integral multiples of
  20 Corporate Units.
Our common stock is listed and traded on the New York Stock Exchange under
the symbol "ETR." The reported last sale price of our common stock on the New
York Stock Exchange on November 30, 2005 was $70.00 per share.
Investing in our Corporate Units involves risks. See "Risk Factors" beginning
on page 27 of this prospectus.
Per Corporate Unit
Total
Price to public
$ 50.00
$
Underwriting discounts and
      commissions
$
$
Proceeds to us
$
$
The initial public offering price set forth above does not include
accumulated contract adjustment payments and accrued interest, if any. Contract
adjustment payments on the purchase contracts and interest attributable to the
undivided beneficial ownership interests in the senior notes will accrue for
purchasers in this offering from
,
.
To the extent that the underwriters sell more than
Corporate Units, within 13
days from the date of this prospectus, the underwriters have the option to
purchase up to an additional
Corporate Units from us, at the price to public
less underwriting discounts and commissions.
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The underwriters expect to deliver the Corporate Units to purchasers through
the facilities of The Depository Trust Company on
,
.
Citigroup
Prospectus dated
,
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone else to provide you
with different information. You should not assume that the information contained
in this prospectus or the documents incorporated by reference is accurate as of
any date other than as of the date of this prospectus or the date the documents
incorporated by reference were filed with the SEC. We are not making an offer of
these securities in any state where the offer is not permitted.
TABLE OF CONTENTS
Prospectus Summary
1
Risk Factors
27
Ratio of Earnings to Fixed Charges
45
Forward-Looking Statements
46
Where You Can Find More Information
48
Use of Proceeds
49
Common Stock Price Range and Dividends
49
Accounting Treatment
50
Description of the Equity Units
50
Description of the Purchase Contracts
55
Certain Provisions of the Purchase Contracts and the
      Purchase
Contract and Pledge Agreement
72
Description of the Senior Notes
78
Description of the Common Stock
96
Certain United States Federal Income Tax Consequences
98
ERISA Considerations
110
Underwriting
112
Experts
114
Legal Matters
115
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere, or
incorporated by reference, in this prospectus. As a result, it does not contain
all of the information that you should consider before investing in the
Corporate Units. You should read the entire prospectus, including the documents
incorporated by reference, which are described under "Where You Can Find More
Information" in this prospectus. This prospectus contains or incorporates
forward-looking statements. Forward-looking statements should be read with the
cautionary statements and important factors included in this prospectus under
"Forward-Looking Statements." Except as otherwise indicated, all information in
this prospectus assumes no exercise of the underwriters' option to purchase
additional Corporate Units.
Entergy Corporation
We are an integrated energy company engaged primarily in
electric power production and retail electric distribution operations. Our
subsidiaries own and operate power plants with approximately 30,000 MW of
electric generating capacity, and we are the second-largest nuclear power
generator in the United States. The domestic utility companies deliver
electricity to 2.7 million utility customers in Arkansas, Louisiana,
Mississippi, and Texas as of December 31, 2004. Our subsidiaries generated
annual revenues of over $10 billion in 2004 and had approximately 14,400
employees as of December 31, 2004. Our principal executive offices are
temporarily located at 500 Clinton Center Drive, Clinton, Mississippi 39056 and
our telephone number is (504) 576-4000.
We operate primarily through three business segments: U.S. Utility,
Non-Utility Nuclear, and Energy Commodity Services.
U.S. Utility
generates, transmits, distributes, and sells electric
  power in a four-state service territory that includes portions of Arkansas,
  Mississippi, Texas, and Louisiana, including the City of New Orleans; and
  operates a small natural gas distribution business.
Non-Utility Nuclear
owns and operates five nuclear power plants
  located in the northeastern United States and sells the electric power
  produced by those plants to wholesale customers. This business also provides
  services to other nuclear power plant owners.
Energy Commodity Services
includes our non-nuclear wholesale assets
  business. The non-nuclear wholesale assets business sells to wholesale
  customers the electric power produced by power plants that it owns while it
  focuses on improving performance and exploring sales or restructuring
  opportunities for its power plants. Such opportunities are evaluated
  consistent with our market-based point-of-view. The non-nuclear wholesale
  assets business terminated new greenfield power development activity in 2002.
  Prior to 2005, this segment included Entergy-Koch, L.P. ("Entergy-Koch"),
  which engaged in two major businesses: energy commodity marketing and trading
  through Entergy-Koch Trading, and gas transportation and storage through Gulf
  South Pipeline. Entergy-Koch sold both of these businesses in the fourth
  quarter of 2004, and Entergy-Koch is no longer an operating entity. We
  received $862 million of cash distributions in 2004 from Entergy-Koch after
  the business sales, and we ultimately expect to receive total net cash
  distributions exceeding $1 billion, comprised of the after-tax cash from the
  distributions of the sales proceeds and the eventual liquidation of
  Entergy-Koch. We currently expect that we will receive the remaining cash
  distributions in 2006, and expect that the net cash distributions will exceed
  our equity investment in Entergy-Koch. We expect to record a $60 million
  net-of-tax gain when the remainder of the proceeds are received in 2006.
The following shows the principal subsidiaries and affiliates
within our business segments. Companies that file reports and other information
with the SEC under the Securities Exchange Act of 1934 are identified in
bold-faced type.
Entergy Corporation
U. S. Utility
Non-Utility Nuclear
Energy Commodity Services
-Entergy Arkansas, Inc.
-
Entergy Nuclear Operations, Inc.
Entergy-Koch
(50% ownership)
Non-Nuclear Wholesale Assets
-Entergy Gulf States, Inc.
-
Entergy Nuclear Finance, Inc.
-Entergy Louisiana, Inc.
-
Entergy Nuclear Generation Co.
(Pilgrim)
-
Entergy Power Development Corp.
-Entergy Mississippi, Inc.
-
Entergy Nuclear FitzPatrick LLC
-
Entergy Asset Management, Inc.
-Entergy New Orleans, Inc.
-
Entergy Nuclear Indian Point 2, LLC
-
Entergy Power, Inc.
-System Energy Resources, Inc.
-
Entergy Nuclear Indian Point 3, LLC
-
Entergy Operations, Inc.
-
Entergy Nuclear Vermont Yankee, LLC
-
Entergy Services, Inc.
-
Entergy Nuclear, Inc.
-
System Fuels, Inc.
-
Entergy Nuclear Fuels Company
-
Entergy Nuclear Nebraska LLC
In addition to the domestic utility companies included as a
part of the U.S. Utility segment, we also own System Energy Resources, which
owns and leases an aggregate 90% undivided interest in Unit 1 of Grand Gulf
Electric Steam Generating Station. System Energy sells all of the capacity and
energy from its interest in Grand Gulf 1 at wholesale to its only customers, our
subsidiaries, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and
Entergy New Orleans.
Entergy Services provides management, administrative,
accounting, legal, engineering and other services primarily to the domestic
utility companies and System Energy. Entergy Operations provides nuclear
management, operations and maintenance services under contract for our regulated
nuclear facilities, subject to owner oversight. Entergy Arkansas, Entergy
Louisiana, Entergy Mississippi and Entergy New Orleans own 35%, 33%, 19% and
13%, respectively, of System Fuels, which implements and manages certain
programs to procure, deliver and store fuel supplies for those companies.
In addition to our three primary operating segments, our
Competitive Retail Services business markets and sells electricity, thermal
energy, and related services in competitive markets, primarily the ERCOT region
in Texas, where it has over 105,000 customers. Competitive Retail Services
contributed approximately 5% of our revenue in 2004, but does not currently have
significant levels of net income or loss, or total assets, and we report this
business as part of all other in our segment disclosures.
We aspire to achieve industry-leading total shareholder
returns by leveraging the scale and expertise inherent in our core nuclear and
utility operations. Our scope includes electricity generation, transmission and
distribution as well as natural gas transportation and distribution. We focus on
operational excellence with an emphasis on safety, reliability, customer
service, sustainability, cost efficiency and risk management. We also focus on
portfolio management to make periodic buy, build, hold, or sell decisions based
upon our analytically-derived points of view which are continuously updated as
market conditions evolve.
In this prospectus, references to "Entergy", "we", "our" and
"us" refer to Entergy Corporation and, unless the context otherwise indicates,
do not include our subsidiaries, and references to "domestic utility companies"
refer to our subsidiaries, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi and Entergy New Orleans.
Recent Developments
In August and September 2005, Hurricane Katrina and Hurricane
Rita caused catastrophic damage in Louisiana, Mississippi and Texas to portions
of the service territories of Entergy New Orleans, Entergy Louisiana, Entergy
Mississippi and Entergy Gulf States. The storms and flooding resulted in
widespread power outages, significant damage to distribution, transmission,
generation, and gas infrastructure, and the loss of sales and customers due to
mandatory evacuations and the destruction of homes and businesses. Total
restoration costs for the repair and/or replacement of the electric and gas
facilities of Entergy New Orleans, Entergy Louisiana, Entergy Mississippi and
Entergy Gulf States damaged by Hurricanes Katrina and Rita and business
continuity costs are estimated to be in the range of $1.1 billion to
$1.4 billion. The cost estimates do not include other potential incremental
losses, such as the inability to recover fixed costs scheduled for recovery
through base rates, which base rate revenue was not recovered due to a loss of
anticipated sales. Entergy and the domestic utility companies are pursuing a
broad range of initiatives to recover storm restoration and business continuity
costs and incremental losses. Initiatives include (1) obtaining reimbursement of
certain costs covered by insurance, (2) obtaining assistance through federal
legislation for Hurricane Rita as well as Hurricane Katrina, and (3) pursuing
recovery through existing or new rate mechanisms regulated by the Federal Energy
Regulatory Commission ("FERC") and local regulatory bodies.
The temporary power outages associated with the hurricanes in
the affected service territory caused the sales volume and receivable
collections of Entergy Gulf States, Entergy Louisiana and Entergy New Orleans to
be lower than normal during those outages. Revenues are expected to continue to
be affected for a period of time that cannot yet be estimated as a result of the
36,000 customers at Entergy Louisiana and 87,000 customers at Entergy New
Orleans that are unable to accept electric and gas service and as a result of
changes in load patterns that could occur, including the effect of residential
customers who can accept electric and gas service not permanently returning to
their homes. As reported in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, Entergy Louisiana had 662,000 electric customers and
Entergy New Orleans had 189,000 electric customers and 145,000 gas customers.
Restoration for many of the customers who are unable to accept service will
follow major repairs or reconstruction of customer facilities, and will be
contingent on validation by local authorities of habitability and electrical
safety of customers' structures. Annual non-fuel revenues associated with
customers who are currently unable to accept electric and gas service are
estimated to be $171 million. Our estimate of the revenue impact of the extended
outages and load pattern changes
is subject to change, however,
because of a range of uncertainties, in particular the timing of when individual
customers will return to service.
Because of the effects of Hurricane Katrina, on
September 23, 2005, Entergy New Orleans filed a voluntary petition in the United
States Bankruptcy Court for the Eastern District of Louisiana seeking
reorganization relief under the provisions of Chapter 11 of the United States
Bankruptcy Code (Case No. 05-17697).
We are in the process of implementing an approximate
$2.5 billion financing plan in order to provide adequate liquidity and capital
resources while storm restoration cost recovery is pursued
and to
provide additional financial support against the potential occurrence of other
unexpected events. In addition, this plan is intended to provide adequate
liquidity and capital resources to support the Non-Utility Nuclear and the
Competitive Retail Services businesses. This plan includes (1) a new Entergy
revolving credit facility with capacity of up to $1.5 billion (which would
supplement our existing five year $2 billion revolving credit facility); (2) the
issuance and sale of the Equity Units being offered by this prospectus; and (3)
the issuance and sale of up to $500 million of new debt at Entergy Gulf States
and Entergy Louisiana, including $150 million of first mortgage bonds issued by
Entergy Louisiana on October 21, 2005. In addition to this financing plan, we
plan to provide funding of $300 million to Entergy Gulf States.
The Offering
What are Equity Units?
The Equity Units offered by us will initially consist of
Corporate Units, each with a stated amount of $50. You can create Treasury Units
from Corporate Units in the manner described below under "How can I create
Treasury Units from Corporate Units?".
What are the components of a Corporate Unit?
Each Corporate Unit initially consists of a purchase contract
and a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal
amount of our senior notes initially due February 17, 2011. The undivided
beneficial ownership interest in senior notes corresponds to $50 principal
amount of our senior notes. The senior notes will be issued in minimum
denominations of $1,000 and integral multiples of $1,000, except in certain
limited circumstances. Your undivided beneficial ownership interest in senior
notes comprising part of each Corporate Unit is owned by you, but it will be
initially pledged to us through the collateral agent to secure your obligation
under the related purchase contract. Upon a successful optional remarketing
described below under "What is an optional remarketing?", or if a special event
redemption occurs described below under "When may the senior notes be redeemed?"
prior to the earlier of the date of a successful remarketing and the purchase
contract settlement date, the senior notes comprising part of the Corporate
Units will be replaced by the Treasury portfolio described below under "What is
the Treasury portfolio?", and the applicable ownership interest in the Treasury
portfolio will then be pledged to us through the collateral agent to secure your
obligation under the related purchase contract.
What is a purchase contract?
Each purchase contract that is a component of an Equity Unit
obligates you to purchase, and obligates us to sell, on February 17, 2009, which
we refer to as the purchase contract settlement date, for $50 in cash, a number
of newly issued shares of our common stock equal to the "settlement rate." The
settlement rate will be calculated, subject to adjustment under the
circumstances set forth in "Description of the Purchase Contracts -
Anti-Dilution Adjustments," as follows:
if the applicable market value of our common stock is greater than or
  equal to $
(subject to adjustment), which we refer to as the "threshold
  appreciation price," the settlement rate will be
shares of our common
  stock;
if the applicable market value of our common stock is less than the
  threshold appreciation price but greater than $
(subject to adjustment),
  which we refer to as the "reference price," the settlement rate will be a
  number of shares of our common stock equal to $50 divided by the applicable
  market value, rounded to the nearest ten thousandth of a share; and
if the applicable market value of our common stock is less than or equal
  to the reference price, the settlement rate will be
shares of our
  common stock.
"Applicable market value" means the average of the closing
price per share of our common stock on each of the twenty consecutive trading
days ending on the third trading day immediately preceding the purchase contract
settlement date. The reference price equals the last reported sale price of our
common stock on the New York Stock Exchange on ___________, 200_. The threshold
appreciation price represents a       % appreciation over the reference price.
We will not issue any fractional shares of our common stock
upon settlement of a purchase contract. Instead of a fractional share, you will
receive an amount of cash equal to this fraction multiplied by the applicable
market value.
You may satisfy your obligation to purchase our common stock
pursuant to the purchase contracts as described under "How can I satisfy my
obligation under the purchase contracts?" below.
Can I settle the purchase contract early?
Subject to an optional remarketing as described below under
"What is an optional remarketing?", you can settle a purchase contract at any
time on or after March 1, 2006 and prior to the second business day immediately
preceding the first day of the final remarketing period referred to under "What
is a final remarketing?", in the case of Corporate Units, and at any time on or
after March 1, 2006 and prior to the second business day immediately preceding
the purchase contract settlement date, in the case of Treasury Units, by paying
$50 cash, in which case        shares of our common stock will be issued to you
pursuant to the purchase contract (subject to adjustment as described below
under "Description of the Purchase Contracts - Anti-Dilution Adjustments"). In
addition, subject to an optional remarketing as described below under "What is
an optional remarketing?", if we are involved in a merger in which at least 30%
of the consideration for our common stock consists of cash or cash equivalents,
on or after March 1, 2006, you will have the right to settle a purchase contract
early at the settlement rate in effect immediately prior to the closing of that
merger. You may only elect early settlement in integral multiples of 20
Corporate Units and 20 Treasury Units. If the Treasury portfolio has replaced
the senior notes as a component of the Corporate Units, holders of Corporate
Units may settle early on or prior to the second business day immediately
preceding the purchase contract settlement date only in integral multiples of
       Corporate Units. See "Description of the Purchase Contracts - Early
Settlement" and " - Early Settlement Upon Cash Merger."
Your early settlement right is subject to the condition that,
if required under the U.S. federal securities laws, we have a registration
statement under the Securities Act of 1933 in effect and an available prospectus
covering the shares of common stock and other securities, if any, deliverable
upon settlement of a purchase contract. We have agreed that, if required by U.S.
federal securities laws, we will use our commercially reasonable efforts to have
a registration statement in effect and to provide a prospectus covering those
shares of common stock or other securities to be delivered in respect of the
purchase contracts being settled, subject to certain exceptions.
What is a Treasury Unit?
A Treasury Unit is an Equity Unit created from a Corporate
Unit and consists of a purchase contract and a 1/20, or 5%, undivided beneficial
ownership interest in a zero-coupon U.S. Treasury security with a principal
amount of $1,000 that matures on February 15, 2009 (payable on the purchase
contract settlement date) (CUSIP No. 912820JW8) which we refer to as a "Treasury
security." The ownership interest in the Treasury security that is a component
of a Treasury Unit will be owned by you, but will be pledged to us through the
collateral agent to secure your obligation under the related purchase contract.
How can I create Treasury Units from Corporate Units?
Subject to an optional remarketing as described below under
"What is an optional remarketing?", each holder of Corporate Units will have the
right, at any time on or prior to the second business day immediately preceding
the first day of the final remarketing period referred to below under "What is a
final remarketing?", to substitute for the related undivided beneficial
ownership interest in senior notes or applicable ownership interests in the
Treasury portfolio, as the case may be, held by the collateral agent, Treasury
securities with a total principal amount at maturity equal to the aggregate
principal amount of the senior notes underlying the undivided beneficial
ownership interests in senior notes for which substitution is being made.
Because Treasury securities and the senior notes are issued in minimum
denominations of $1,000, holders of Corporate Units may make this substitution
only in integral multiples of 20 Corporate Units. If the Treasury portfolio has
replaced the senior notes as a component of the Corporate Units as a result of a
special event redemption, holders of Corporate Units may substitute Treasury
securities for the applicable ownership interests in the Treasury portfolio only
in integral multiples of         Corporate Units. Each of these substitutions
will create Treasury Units, and the senior notes underlying the undivided
beneficial ownership interest in senior notes, or the applicable ownership
interests in the Treasury portfolio, will be released to the holder and such
senior notes will be separately tradable from the Treasury Units. If the
Treasury portfolio has replaced the senior notes as a component of the Corporate
Units as a result of a successful optional remarketing, holders of Corporate
Units may not create Treasury Units by substituting Treasury securities for the
applicable ownership interests in the Treasury portfolio.
How can I recreate Corporate Units from Treasury Units?
Subject to an optional remarketing as described below under
"What is an optional remarketing?", each holder of Treasury Units will have the
right, at any time on or prior to the second business day immediately preceding
the first day of the final remarketing period referred to below under "What is a
final remarketing?", to substitute for the related Treasury securities held by
the collateral agent, senior notes or applicable ownership interests in the
Treasury portfolio, as the case may be, having a principal amount equal to the
aggregate principal amount at stated maturity of the Treasury securities for
which substitution is being made. Because Treasury securities and the senior
notes are issued in minimum denominations of $1,000, holders of Treasury Units
may make these substitutions only in integral multiples of 20 Treasury Units. If
the Treasury portfolio has replaced the senior notes as a component of the
Corporate Units as a result of a special event redemption, holders of Treasury
Units may substitute applicable ownership interests in the Treasury portfolio
for Treasury securities only in integral multiples of           Corporate Units.
Each of these substitutions will recreate Corporate Units and the applicable
Treasury securities will be released to the holder and will be separately
tradable from the Corporate Units. If the Treasury portfolio has replaced the
senior notes as a component of the Corporate Units as a result of a successful
optional remarketing, holders of Treasury Units may not recreate Corporate Units
by substituting the applicable ownership interests in the Treasury portfolio for
Treasury securities.
What payments am I entitled to as a holder of Corporate
Units?
Holders of Corporate Units will be entitled to receive
quarterly cash distributions consisting of their pro rata share of interest
payments on the senior notes, equivalent to the rate of       % per year on the
undivided beneficial ownership interest in senior notes (or distributions on the
applicable ownership interests in the Treasury portfolio if the senior notes
have been replaced by the Treasury portfolio) and contract adjustment payments
payable by us at the rate of       % per year on the stated amount of $50 per
Corporate Unit until the earliest of the purchase contract settlement date, the
early settlement date (in the case of a cash merger early settlement) and the
most recent quarterly payment date on or before any early settlement of the
related purchase contracts (in the case of early settlement other than upon a
cash merger). Our obligations with respect to the contract adjustment payments
will be subordinated and junior in right of payment to our obligations under any
of our senior indebtedness.
What payments will I be entitled to if I convert my Corporate
Units to Treasury Units?
Holders of Treasury Units will be entitled to receive
quarterly contract adjustment payments payable by us at the rate of       % per
year on the stated amount of $50 per Treasury Unit. There will be no
distributions in respect of the Treasury securities that are a component of the
Treasury Units but the holders of the Treasury Units will continue to receive
the scheduled quarterly interest payments on the senior notes that were released
to them when they created the Treasury Units as long as they continue to hold
such senior notes.
Do you have the option to defer current payments?
No, we do not have the right to defer the payment of contract
adjustment payments in respect of the Corporate Units or the Treasury Units or
the payment of interest on the senior notes.
What are the payment dates for the Corporate Units and
Treasury Units?
The payments described above in respect of the Equity Units
will be payable quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year, commencing              17, 2006. We will make these
payments to the person in whose name the Equity Unit is registered at the close
of business on the first day of the month in which the payment date falls.
What is remarketing?
We refer to each of an "optional remarketing" and a "final
remarketing" as a "remarketing," whereby the senior notes that are a component
of the Corporate Units and any separate senior notes whose holders have decided
to participate in the remarketing will be remarketed, at our option, as
described below under "What is an optional remarketing?" or, if no optional
remarketing has occurred, in a final remarketing as described below under "What
is a final remarketing?".
What is an optional remarketing?
Unless a special event redemption or a termination event has
occurred, we may elect, at our option, to remarket the senior notes on a date or
dates selected by us between November 3, 2008 and November 13, 2008 (the second
business day immediately preceding the November 17, 2008 interest payment date)
or (unless a successful optional remarketing has occurred) between December 1,
2008 and December 11, 2008 (each of which we refer to as an "optional
remarketing date"), whereby the aggregate principal amount of the senior notes
that are a part of Corporate Units and any separate senior notes whose holders
have decided to participate in the remarketing will be remarketed. We refer to
each of these periods as an "optional remarketing period" and a remarketing on
an optional remarketing date as an "optional remarketing." If we elect the
senior notes to be remarketed on an optional remarketing date, the remarketing
agent will use its reasonable efforts to obtain a price for the senior notes to
be remarketed that results in proceeds of at least 100% of the purchase price
for the Treasury portfolio described below under "What is the Treasury
portfolio?" (including, in the case of an optional remarketing occurring between
December 1, 2008 and December 11, 2008, accrued and unpaid interest (prior to
any reset of the interest rate) to the remarketing settlement date). We will
issue a press release and request that the depositary notify its participants
holding Corporate Units, Treasury Units and senior notes of our election to
conduct an optional remarketing no later than 15 days prior to each optional
remarketing period during which an optional remarketing will be attempted.
Following a successful optional remarketing of the senior
notes on an optional remarketing date, the remarketing agent will purchase the
Treasury portfolio at the Treasury portfolio purchase price, and deduct such
price from the proceeds of the optional remarketing. Any remaining proceeds will
be remitted by the remarketing agent for the benefit of the holders. We will
separately pay a fee to the remarketing agent for its services as remarketing
agent. Corporate Unit holders will not be responsible for the payment of any
remarketing fee in connection with the remarketing.
The Corporate Unit holder's applicable ownership interest in
the Treasury portfolio will be substituted for the holder's applicable ownership
interest in the senior notes as a component of the Corporate Units and will be
pledged to us through the collateral agent to secure the Corporate Unit holder's
obligation under the related purchase contract. On the purchase contract
settlement date, a portion of the proceeds from the Treasury portfolio equal to
$50 will automatically be applied to satisfy the Corporate Unit holder's
obligation to purchase common stock under the purchase contract and proceeds
from the Treasury portfolio equal to the interest payment (assuming no reset of
the interest rate) that would have been attributable to the applicable ownership
interests in senior notes on February 17, 2009 will be paid to the Corporate
Unit holders.
If we elect to conduct an optional remarketing on an optional
remarketing date:
you may not settle a purchase contract that is part of a Corporate Unit
  early during the period beginning the second business day immediately prior to
  the first day of the optional remarketing period until the third business day
  following the last day of the optional remarketing period;
you may not create Treasury Units during that same period; and
you may not recreate Corporate Units from Treasury Units during that same
  period.
If we elect to conduct an optional remarketing on an optional
remarketing date, and such remarketing is successful:
settlement of the remarketed senior notes will occur on November 17, 2008
  (in the case of an optional remarketing occurring between November 3, 2008 and
  November 13, 2008) or the third business day following the date of such
  successful optional remarketing (in the case of an optional remarketing
  occurring between December 1, 2008 and December 11, 2008);
the interest rate on the senior notes will be reset on the reset effective
  date, which will be the settlement date of such successful optional
  remarketing;
your Corporate Units will consist of a purchase contract and the
  applicable ownership interest in the Treasury portfolio, as described above;
  and
you may not create Treasury Units or recreate Corporate Units from
  Treasury Units.
If we do not elect to conduct an optional remarketing during
either optional remarketing period, or no optional remarketing succeeds for any
reason, the senior notes will continue to be a component of the Corporate Units
and the remarketing agent will use its reasonable efforts to remarket the senior
notes on the final remarketing date as described below.
What is a final remarketing?
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a successful optional
remarketing or a special event redemption, or a termination event has occurred,
remarketing of the senior notes will be attempted on a date or dates selected by
us (each of which we refer to as a "final remarketing date") between February 2,
2009 and February 11, 2009 (the third business day immediately preceding the
purchase contract settlement date), whereby the aggregate principal amount of
the senior notes that are a part of Corporate Units and any separate senior
notes whose holders have decided to participate in the remarketing will be
remarketed. We refer to such period as the "final remarketing period" and a
remarketing on a final remarketing date as the final remarketing. The
remarketing agent will use its reasonable efforts to obtain a price for the
senior notes to be remarketed that results in proceeds of at least 100% of the
aggregate principal amount of such senior notes. We will issue a press release
and request that the depositary notify its participants holding Corporate Units,
Treasury Units and senior notes of the final remarketing no later than January
15, 2009.
Upon a successful final remarketing, the portion of the
proceeds equal to the total principal amount of the senior notes underlying the
Corporate Units will automatically be applied to satisfy in full the Corporate
Unit holders' obligations to purchase common stock under the related purchase
contracts. If any proceeds remain after this application, the remarketing agent
will remit such proceeds for the benefit of the holders. We will separately pay
a fee to the remarketing agent for its services as remarketing agent. Corporate
Unit holders whose senior notes are remarketed will not be responsible for the
payment of any remarketing fee in connection with the remarketing.
Upon a successful final remarketing, settlement of the
remarketed senior notes will occur on February 17, 2009 and the interest rate on
the senior notes will be reset on such remarketing settlement date.
What happens if the senior notes are not successfully
remarketed?
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a successful optional
remarketing or a special event redemption, if (1) despite using its reasonable
efforts, the remarketing agent cannot remarket the senior notes in a final
remarketing on or prior to February 11, 2009 (the third business day immediately
preceding the purchase contract settlement date) at a price equal to or greater
than 100% of the aggregate principal amount of the senior notes remarketed, or
(2) the final remarketing has not occurred because a condition precedent to the
remarketing has not been fulfilled, in each case resulting in a failed final
remarketing, holders of all senior notes will have the right to put their senior
notes to us for an amount equal to the principal amount of their senior notes,
plus accrued and unpaid interest, on the purchase contract settlement date. A
holder of Corporate Units will be deemed to have automatically exercised this
put right with respect to the senior notes underlying such Corporate Units
unless, prior to 5:00 p.m., New York City time, on the second business day
immediately prior to the purchase contract settlement date, the holder provides
written notice of an intention to settle the related purchase contracts with
separate cash and on or prior to the business day immediately preceding the
purchase contract settlement date delivers to the collateral agent $50 in cash
per purchase contract. This settlement with separate cash may only be effected
in integral multiples of 20 Corporate Units. Unless a holder of Corporate Units
has settled the related purchase contracts with separate cash on or prior to the
purchase contract settlement date, the holder will be deemed to have elected to
apply a portion of the proceeds of the put price equal to the principal amount
of the senior notes against such holder's obligations to us under the related
purchase contracts, thereby satisfying such obligations in full, and we will
deliver to the holder our common stock pursuant to the related purchase
contracts.
Do I have to participate in a remarketing?
You may elect not to participate in any remarketing and to
retain the senior notes underlying the undivided beneficial ownership interests
in senior notes comprising part of your Corporate Units by (1) creating Treasury
Units at any time on or prior to the second business day immediately prior to
the first day of the final remarketing period (or, if we elect an optional
remarketing, the optional remarketing period), (2) settling the related purchase
contracts early at any time on or prior to the second business day immediately
prior to the first day of the final remarketing period (or, if we elect on
optional remarketing, the optional remarketing period), or (3) in the case of a
final remarketing, notifying the purchase contract agent of your intention to
pay cash to satisfy your obligation under the related purchase contracts on or
prior to the second business day immediately prior to the first day of the final
remarketing period, and delivering the cash payment required under the purchase
contracts to the collateral agent on or prior to the business day immediately
prior to the first day of the final remarketing period. You can only elect to
satisfy your obligation in cash in increments of 20 Corporate Units. See
"Description of the Purchase Contracts - Notice to Settle with Cash."
If I am holding a senior note as a separate security from the
Corporate Units, can I still participate in a remarketing of the senior notes?
If you hold senior notes separately you may elect, in the
manner described in this prospectus, to have your senior notes remarketed by the
remarketing agent along with the senior notes underlying the Corporate Units.
See "Description of the Senior Notes - Remarketing of Senior Notes that are not
Included in Corporate Units at the Option of the Holder." You may also
participate in any remarketing by recreating Corporate Units from your Treasury
Units at any time on or prior to the second business day immediately prior to
the first day of the final remarketing period (or, if we elect an optional
remarketing, the applicable optional remarketing period).
How can I satisfy my obligation under the purchase contracts?
You may satisfy your obligations under the purchase contracts
as follows:
in the case of the Corporate Units, through the automatic application of
  the portion of the proceeds of the final remarketing of the senior notes equal
  to the principal amount of the senior notes underlying the Corporate Units, as
  described under "What is a final remarketing?" above;
through the automatic application of the proceeds of the Treasury
  securities, in the case of Treasury Units, or the proceeds from the Treasury
  portfolio equal to the principal amount of the senior notes in the case of
  Corporate Units if the Treasury portfolio has replaced the senior notes as a
  component of the Corporate Units;
through early cash settlement as described under "Can I settle the
  purchase contract early?" above;
in the case of Corporate Units, through cash settlement as described under
  "Do I have to participate in a remarketing?" above; or
in the case of Corporate Units, if the senior notes are not successfully
  remarketed, through exercise of the put right or the delivery of separate cash
  as described under "What happens if the senior notes are not successfully
  remarketed?" above.
In addition, the purchase contract and pledge agreement that
governs the Corporate Units and the Treasury Units provides that your
obligations under the purchase contracts will be terminated without any further
action upon the termination of the purchase contracts as a result of our
bankruptcy, insolvency or reorganization.
If you settle a purchase contract early (other than as a
result of a cash merger early settlement), or if your purchase contract is
terminated as a result of our bankruptcy, insolvency or reorganization, you will
have no right to receive any accrued but unpaid contract adjustment payments.
What interest payments will I receive on the senior notes or
on the undivided beneficial ownership interests in senior notes?
The senior notes will bear interest initially at the rate of
      % per year from the original issuance date to but excluding the purchase
contract settlement date or, if earlier, a remarketing settlement date,
initially payable quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year, commencing              17, 2006, until the purchase
contract settlement date or, if earlier, a remarketing settlement date. On and
after the purchase contract settlement date, or, if earlier, a remarketing
settlement date, interest on each senior note will be payable semi-annually in
arrears on February 17 and August 17 of each year, commencing August 17, 2009,
at the reset interest rate or, if the interest rate has not been reset, at the
rate of       % per year. Interest will be payable to the person in whose name
the senior note is registered at the close of business on the first day of the
month in which the interest payment date falls.
When will the interest rate on the senior notes be reset and
what is the reset rate?
Unless a special event redemption has occurred, the interest
rate on the senior notes will be reset in connection with a successful
remarketing as described above under "What is an optional remarketing?" and
"What is a final remarketing?", respectively. The reset rate will be the
interest rate determined by the remarketing agent as the rate the senior notes
should bear in order for the aggregate principal amount of senior notes
remarketed to have an aggregate market value on the remarketing date of at least
100% of the treasury portfolio purchase price, in the case of an optional
remarketing (and including accrued and unpaid interest, in the case of an
optional remarketing occurring between December 1, 2008 and December 11, 2008
(assuming no reset of the interest rate) to the remarketing settlement date), or
the aggregate principal amount of such senior notes, in the case of a final
remarketing. In either case, the reset rate may be higher or lower than the
initial interest rate of the senior notes depending on the results of the
remarketing and market conditions at that time. The interest rate on the senior
notes will not be reset if there is not a successful remarketing and the senior
notes will continue to bear interest at the initial interest rate. The reset
rate may not exceed the maximum rate, if any, permitted by applicable law.
Can the maturity date of the senior notes change?
In connection with any successful remarketing, we may elect
to extend the maturity date of the senior notes to any semi-annual interest
payment date that is on or prior to February 17, 2019.
When may the senior notes be redeemed?
The senior notes are redeemable at our option, in whole but
not in part, upon the occurrence and continuation of a tax event or an
accounting event at any time prior to the earlier of the date of a successful
remarketing and the purchase contract settlement date, as described in this
prospectus under "Description of the Senior Notes - Optional Redemption -
Special Event." Following any such redemption of the senior notes, which we
refer to as a special event redemption, the redemption price for the senior
notes that are a component of the Corporate Units will be paid to the collateral
agent who will use a portion of the redemption price to purchase the Treasury
portfolio described below and remit any remaining proceeds to the holders.
Thereafter, the applicable ownership interests in the Treasury portfolio will
replace the senior notes as a component of the Corporate Units and will be
pledged to us through the collateral agent. Holders of senior notes that are not
a component of the Corporate Units will receive directly the redemption price
paid in such special event redemption.
In addition, in connection with any successful remarketing,
we may elect, in the event we elect to extend the maturity date of the senior
notes as described above under "Can the maturity date of the senior notes
change?", to add further redemption dates of the senior notes whereby we may, at
our option, redeem the senior notes at a price equal to 100% of the principal
amount of senior notes to be redeemed plus accrued and unpaid interest to the
redemption date. Any such redemption date will not be earlier than
February 17, 2011.
What is the Treasury portfolio?
Upon a successful optional remarketing or if a special event
redemption as described under "Description of the Senior Notes - Optional
Redemption - Special Event" occurs prior to the earlier of the date of a
successful remarketing and the purchase contract settlement date, the senior
notes will be replaced by the Treasury portfolio. The Treasury portfolio is a
portfolio of U.S. Treasury securities consisting of:
U.S. Treasury securities (or principal or interest strips thereof) that
  mature on February 15, 2009 in an aggregate amount equal to the principal
  amount of the senior notes included in Corporate Units, and
U.S. Treasury securities (or principal or interest strips thereof) that
  mature on or prior to the business day immediately preceding each scheduled
  interest payment after the date of the special event redemption or the
  successful optional remarketing, as the case may be, and on or prior to the
  purchase contract settlement date, in an aggregate amount at maturity equal to
  the aggregate interest payment (assuming no reset of the interest rate) that
  would have been due on such interest payment date on the principal amount of
  the senior notes included in the Corporate Units.
What is the ranking of the senior notes?
The senior notes will be our direct, unsecured general
obligations and will rank equally with all of our other unsecured and
unsubordinated debt. After giving effect to the issuance and sale of the senior
notes and the application of the net proceeds therefrom, as of September 30,
2005, we would have had approximately $ billion of outstanding debt that would
have ranked equally with the senior notes. The senior notes will not be
obligations of or guaranteed by any of our subsidiaries. As a result, the senior
notes will be structurally subordinated to all debt and other liabilities of our
subsidiaries, which means that creditors and preferred stockholders of our
subsidiaries will be paid from their assets before holders of the senior notes
would have any claims to those assets. The indenture under which the senior
notes will be issued will not limit our ability, or the ability of our
subsidiaries, to issue or incur other debt or liabilities (secured or unsecured)
or issue preferred stock. As a holding company, we depend on the ability of our
subsidiaries to transfer funds to us to meet our obligations, including our
obligations to pay interest on the senior notes. See "Risk Factors - Risk
Factors Relating to the Equity Units - We are a holding company and, therefore,
the senior notes and the contract adjustment payments will be effectively
subordinated to the debt of our subsidiaries" and "Description of the Senior
Notes - Ranking."
What are the principal United States federal income tax
consequences related to Equity Units and senior notes?
Although the Internal Revenue Service (the "IRS") has issued
a Revenue Ruling addressing the treatment of units similar to the Equity Units,
no statutory, judicial or administrative authority directly addresses the
treatment of the Equity Units or instruments substantially identical to the
Equity Units for U.S. federal income tax purposes. No assurance can be given
that the conclusions in the Revenue Ruling would apply to the Equity Units.
An owner of Equity Units will be treated as owning an
undivided beneficial interest in the purchase contract and the senior notes, the
applicable ownership interests in the Treasury portfolio or Treasury securities
constituting the Equity Unit, and by purchasing the Equity Units you will be
deemed to have agreed to treat the purchase contracts and senior notes, the
applicable ownership interests in the Treasury portfolio or Treasury securities
in that manner for all tax purposes. In addition, you will be deemed to have
agreed to allocate all of the purchase price paid for Equity Units to your
undivided interest in senior notes, which will establish your initial tax basis
in your interest in each purchase contract as $     and your initial tax basis
in your undivided interest in senior notes as $    . Because of the manner in
which the interest rate on the senior notes is reset we believe that the senior
notes should be classified as contingent payment debt instruments subject to the
"noncontingent bond method" for accruing original issue discount, as set forth
in the applicable Treasury Regulations. The effects of such method will be (1)
to require you, regardless of your usual method of tax accounting, to use an
accrual method with respect to the senior notes, to (2) to require you to accrue
interest income in excess of interest payments actually received for all accrual
periods beginning before the earlier of the reset effective date and February
17, 2009 and (3) generally to result in ordinary rather than capital treatment
of any gain or loss on the sale, exchange, or other disposition of the senior
notes.
If the Treasury portfolio has replaced the senior notes as a
component of the Corporate Units as a result of a successful optional
remarketing or a special event redemption, a beneficial owner of Corporate Units
will generally be required to include in gross income its allocable share of
original issue discount on the applicable ownership interests in the Treasury
portfolio as it accrues on a constant yield to maturity basis, or acquisition
discount on the applicable ownership interests in the Treasury portfolio, or, in
the case of a special event redemption, any interest payments made with respect
to the applicable ownership interests in the Treasury portfolio. We intend to
report contract adjustment payments as income to you, but you may want to
consult your tax advisor concerning possible alternative characterizations. For
additional information, see "Certain United States Federal Income Tax
Consequences."
The Offering - Explanatory Diagrams
The following diagrams illustrate some of the key features of
the purchase contracts, undivided beneficial ownership interests in senior
notes, Corporate Units and Treasury Units as well as the transformation of
Corporate Units into Treasury Units and senior notes.
The following diagrams assume that the senior notes are
successfully remarketed in a final remarketing, there has not been a special
event redemption and the interest rate on the senior notes is reset on the reset
effective date.
Purchase Contract
Corporate Units and Treasury Units both include a purchase
contract under which the holder agrees to purchase shares of our common stock on
the purchase contract settlement date. In addition, these purchase contracts
include unsecured, subordinated contract adjustment payments as shown in the
diagrams on the following pages.
Notes:
(1) The reference price equals the last reported sale price of our common
  stock on the New York Stock Exchange on December       , 2005.
(2) The "threshold appreciation price" represents a         % appreciation
  over the reference price.
(3) The "applicable market value" means the average of the closing price
  per share of our common stock on each of the twenty consecutive trading days
  ending on the third trading day immediately preceding the purchase contract
  settlement date.
Corporate Units
A Corporate Unit consists of two components as described below:
Purchase Contract
Ownership Interest
in a Senior Note
(Owed to Holder)
Common Stock
+
Contract Adjustment Payment
% per annum
paid quarterly
(Owed to Holder)
Interest
% per annum
paid quarterly
(1)
(at reset rate from
February 17, 2009
paid semi-annually)
(Owed to Us)
$50 at Settlement
(February 17, 2009)
(Owed to Holder)
$50 at Maturity
(2)
(February 17, 2011)
(3)
Notes:
(1) Each owner of an undivided beneficial ownership interest in senior
  notes will be entitled to 1/20, or 5%, of each interest payment paid in
  respect of a $1,000 principal amount senior note.
(2) Senior notes will be issued in minimum denominations of $1,000, except
  in limited circumstances. Each undivided beneficial ownership interest in
  senior notes represents a 1/20, or 5%, undivided beneficial ownership interest
  in a $1,000 principal amount senior note.
(3) Unless the maturity date is extended as described under "Description of
  the Senior Notes - Interest Rate Reset and Extended Maturity Date."
The holder of a Corporate Unit owns the undivided beneficial ownership
    interest in senior notes that forms a part of the Corporate Unit but will
    pledge it to us through the collateral agent to secure its obligation under
    the related purchase contract.
If the Treasury portfolio has replaced the senior notes as a result of a
    successful optional remarketing or a special event redemption prior to the
    purchase contract settlement date, the applicable ownership interests in the
    Treasury portfolio will replace the senior notes as a component of the
    Corporate Unit. Unless the purchase contract is terminated as a result of
    our bankruptcy, insolvency or reorganization or the holder creates a
    Treasury Unit, the proceeds from the applicable ownership interest in the
    Treasury portfolio will be used to satisfy the holder's obligation under the
    related purchase contract.
Treasury Units
A Treasury Unit consists of two components as described below:
Purchase Contract
Treasury Security
(1)
(Owed to Holder)
Common Stock
+
Contract Adjustment Payment
% per annum
paid quarterly
(Owed to Us)
$50 at Settlement
(February 17, 2009)
(Owed to Holder)
$50 at Maturity
(February 15, 2009)
Notes:
(1) The holder of a Treasury Unit owns the ownership interest in the
  Treasury security that forms a part of the Treasury Unit but will pledge it to
  us through the collateral agent to secure its obligation under the related
  purchase contract. Unless the purchase contract is terminated as a result of
  our bankruptcy, insolvency or reorganization or the holder recreates a
  Corporate Unit, the proceeds from the Treasury security will be used to
  satisfy the holder's obligation under the related purchase contract.
The Senior Notes
Senior notes have the terms described below
(1)
:
Senior Note
(Owed to Holder)
Interest
% per annum
paid quarterly
(at reset rate from
February 17, 2009
paid semi-annually)
(Owed to Holder)
$1,000 at Maturity
(February 17, 2011)
(2)
Notes:
(1) Unless the Treasury portfolio has replaced the senior notes as a
  component of the Corporate Units, Treasury Units may only be created with
  integral multiples of 20 Corporate Units. As a result, the creation of 20
  Treasury Units will release $1,000 principal amount of the senior notes held
  by the collateral agent.
(2) Unless the maturity date is extended as described under "Description of
  the Senior Notes - Interest Rate Reset and Extended Maturity Date."
Transforming Corporate Units into Treasury Units and Senior Notes
Because the senior notes and the Treasury securities are issued in minimum
  denominations of $1,000, holders of Corporate Units may only create Treasury
  Units in integral multiples of 20 Corporate Units.
To create 20 Treasury Units, a holder separates 20 Corporate Units into
  their two components - 20 purchase contracts and a senior note - and then
  combines the purchase contracts with a Treasury security that matures on the
  day immediately preceding the purchase contract settlement date.
The senior note, which is no longer a component of Corporate Units and has
  a principal amount of $1,000, is released to the holder and is tradable as a
  separate security.
A holder owns the Treasury security that forms a part of the Treasury
  Units but will pledge it to us through the collateral agent to secure its
  obligation under the related purchase contract.
The Treasury security together with the 20 purchase contracts constitute
    20 Treasury Units.
Purchase Contract
1/20 Ownership Interest in Senior Note
(1) (2)
Purchase Contract
1/20 Ownership Interest in Treasury Security
1/20 Ownership Interest in Senior Note
(1) (2)
(Owed to Holder)
Common Stock
+
Contract Adjustment Payments
% per annum paid quarterly
+
(Owed to Holder)
Interest
% per annum paid quarterly
(at reset rate from February 17, 2009 and paid
      semi-annually)
(Owed to Holder)
Common Stock
+
Contract Adjustment Payments
% per annum paid quarterly
+
+
(Owed to Holder)
Interest
% per annum paid quarterly
(at reset rate from February 17, 2009 and paid
      semi-annually)
(Owed to us)
$50 at Settlement
February 17, 2009
(Owed to Holder)
$50 at Maturity
(February 17, 2011, unless extended)
(Owed to us)
$50 at Settlement
February 17, 2009
(Owed to Holder)
$50 at Maturity
February 15, 2009
(Owed to Holder)
$50 at Maturity
(February 17, 2011, unless extended)
Corporate Unit
Treasury Unit
Following a special event redemption, the applicable ownership interests
  in the Treasury portfolio, rather than the senior note, will be released to
  the holder upon the transformation of a Corporate Unit into a Treasury Unit
  and will be tradable separately.
Following a successful optional remarketing, you may not create Treasury
  Units or recreate Corporate Units.
Unless there has been a successful optional remarketing, the holder can
  also transform 20 Treasury Units and a $1,000 principal senior note (or,
  following a special event redemption, the applicable ownership interest in the
  Treasury portfolio) into 20 Corporate Units. Following that transformation,
  the Treasury security, which will no longer be a component of the Treasury
  Unit, will be released to the holder and will be tradable as a separate
  security.
If the applicable ownership interest in the Treasury portfolio has
  replaced the senior notes underlying the Corporate Units as a result of a
  special event redemption, the transformation of Corporate Units into Treasury
  Units and the transformation of Treasury Units into Corporate Units can only
  be made in certain minimum amounts, as more fully described in this
  prospectus.
Notes:
(1) Each holder will own a 1/20, or 5%, undivided beneficial ownership
  interest in, and will be entitled to a corresponding portion of each interest
  payment payable in respect of, a $1,000 principal amount senior note.
(2) Senior notes will be issued in minimum denominations of $1,000 and
  integral multiples thereof, except in limited circumstances.
Illustrative Remarketing Timeline
The following timeline is for illustrative purposes only and
is not definitive. The dates in this timeline are based on the time periods set
forth in the purchase contract and pledge agreement and the remarketing
agreement. These dates are subject to change based on changes in the number of
business and/or trading days for the relevant periods.
Date
Event
No later than October 19, 2008
(15 days prior to the first day of the first optional remarketing
      period)
We will issue a press release and request that the depositary notify its
      participants holding Corporate Units, Treasury Units and separate senior
      notes as to whether we elect to conduct an optional remarketing between
      November 3, 2008 and November 13, 2008. If we elect to conduct an optional
      remarketing, we will give notice to holders of Corporate Units, Treasury
      Units and separate senior notes as to the date or dates and procedures to
      be followed in the optional remarketing.
October 30, 2008
(2 business days prior to the first day of the first optional
      remarketing period)
If we elect to conduct an optional remarketing between November 3, 2008
      and November 13, 2008, October 30, 2008 will be the:
last day prior to the optional remarketing to create Treasury Units
        from Corporate Units and recreate Corporate Units from Treasury Units
        (holders may once again be able to create and recreate units after
        November 17, 2008 if such optional remarketing fails for any reason).
last day prior to the optional remarketing for holders of Corporate
        Units to settle the related purchase contracts early (holders may once
        again be able to early settle after November 17, 2008).
last day for holders of separate senior notes to give notice of
        their election to participate in the optional remarketing.
November 3, 2008 to November 13, 2008
Optional remarketing period:
if a failed optional remarketing occurs, we will issue a press
        release.
if a successful optional remarketing occurs, the remarketing agent
        will purchase the Treasury portfolio.
November 17, 2008
Remarketing settlement date for the senior notes successfully remarketed
      during the first optional remarketing period irrespective of the optional
      remarketing date.
No later than November 16, 2008
(15 days prior to the first day of the second optional remarketing
      period)
We will issue a press release and request that the depositary notify its
      participants holding Corporate Units, Treasury Units and separate senior
      notes as to whether we elect to conduct an optional remarketing between
      December 1, 2008 and December 11, 2008. If we elect to conduct an optional
      remarketing, we will give notice to holders of Corporate Units, Treasury
      Units and separate senior notes as to the date or dates and procedures to
      be followed in the optional remarketing.
November 26, 2008
(2 business days prior to the first day of the second optional
      remarketing period)
If we elect to conduct an optional remarketing between December 1, 2008
      and December 11, 2008, November 26, 2008 will be the:
last day prior to the optional remarketing to create Treasury Units
        from Corporate Units and recreate Corporate Units from Treasury Units
        (holders may once again be able to create and recreate units after
        December 16, 2008 if such optional remarketing fails for any reason).
last day prior to the optional remarketing for holders of Corporate
        Units to settle the related purchase contracts early (holders may once
        again be able to early settle after December 16, 2008).
last day for holders of separate senior notes to give notice of
        their election to participate in the optional remarketing.
December 1, 2008 to December 11, 2008
Optional remarketing period:
if a failed optional remarketing occurs, we will issue a press
        release.
if a successful optional remarketing occurs, the remarketing agent
        will purchase the Treasury portfolio.
Three business days after optional remarketing date during the second
      optional remarketing period
Remarketing settlement date for the senior notes successfully remarketed
      during the second optional remarketing period.
No later than January 15, 2009
(15 days prior to the first day of the
      final remarketing period)
Unless there was a successful optional remarketing, we will issue a press
      release and request that the depositary to notify its participants holding
      Corporate Units, Treasury Units and separate senior notes as to the date
      or dates and procedures to be followed in the final remarketing.
January 29, 2009
(2 business days prior to the first day of the final remarketing period)
Last day to create Treasury Units from Corporate Units and recreate
        Corporate Units from Treasury Units.
Last day for holders of separate senior notes to give notice of
        their election to participate in the final remarketing.
Last day for holders of Corporate Units to give notice of desire to
        settle the related purchase contracts with separate cash.
Last day for holders of Corporate Units or Treasury Units to settle
        the related purchase contracts early.
January 30, 2009 (1 business day prior to the first day of the final
      remarketing period)
Last day for holders of Corporate Units who have elected to settle the
      related purchase contracts with separate cash to pay the purchase price.
February 2, 2009 to February 11, 2009 (final remarketing period)
We will attempt a final remarketing at the dates selected by us if we have
      not elected to conduct an optional remarketing on an optional remarketing
      date or each optional remarketing conducted fails for any reason.
February 17, 2009
Purchase contract settlement date and remarketing settlement date in
      connection with a successful final remarketing of the senior notes
      irrespective of final remarketing date.
Selected Consolidated Financial Information
The selected consolidated financial information set forth
below has been derived from (1) our consolidated financial statements for the
three-year period ended December 31, 2004, which have been audited by Deloitte &
Touche LLP, our independent registered public accountants, and incorporated by
reference in this prospectus from our Annual Report on Form 10-K for the fiscal
year ended December 31, 2004, and (2) our unaudited consolidated financial
statements as of September 30, 2005 and for the nine months ended September 30,
2005, incorporated by reference in this prospectus from our Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2005. This information is
qualified in its entirety by, and should be read in conjunction with, our
consolidated financial statements, including the notes thereto, and
"Management's Financial Discussion and Analysis" for Entergy Corporation and
Subsidiaries and the other information incorporated by reference in this
prospectus. See "Where You Can Find More Information" in this prospectus.
For the Twelve Months
      Ended
September 30,
December 31,
2005
2004
2003
2002
(Dollars in Thousands)
Income Statement Data (1):
Operating Revenues:
Domestic electric
$ 8,126,874
$7,932,577
$7,397,175
$6,646,414
Natural
      gas
104,637
208,499
186,176
125,353
Competitive businesses
2,141,592
1,982,648
1,611,569
1,533,268
Total
      Operating Revenues
10,373,103
10,123,724
9,194,920
8,305,035
Operating
      Income
1,673,618
1,653,564
1,484,555
1,141,721
Interest
      Expense (net)
470,541
479,023
506,326
572,464
Net
      Income
988,289
933,049
950,467
623,072
As of September 30, 2005
Actual
As Adjusted (2)
Amount
Percent
Amount
Percent
(Dollars in Thousands)
Balance Sheet Data (1)
:
Subsidiary Notes Payable
$      40,041
0.2%
$   40,0401
%
Long-Term Debt:
Subsidiary
      First Mortgage Bonds
4,375,286
26.1
4,375,286
Governmental
      Bonds secured by
Subsidiary
      First Mortgage Bonds
188,700
1.1
188,700
Governmental
      Bonds not secured by
Subsidiary
      First Mortgage Bonds
827,335
4.9
827,335
Senior Notes
      of Entergy Corporation
805,000
4.8
805,000
Senior Notes
      initially due February
17, 2011
      offered by this prospectus
-
-
Five-Year
      Revolving Credit Facility (3)
1,070,000
6.4
Other
      Long-Term Debt (4)(5)
1,214,731
7.3
1,214,731
Total Long-Term Debt
8,481,052
50.6
Subsidiary Preferred Stock
      (with sinking fund)
13,950
0.1
13,950
Subsidiary Preferred Stock
      (without sinking fund)
346,466
2.1
346,466
Shareholders' Equity:
Common Stock
      and Paid-in Capital
4,842,292
28.9
Retained
      Earnings
5,450,218
32.6
5,450,218
Accumulated
      Other Comprehensive
Loss
(265,877)
(1.5)
(265,877)
Less - Treasury Stock
2,168,035
13.0
2,168,035
Total Shareholders' Equity
7,858,598
47.0
Total Capitalization
$16,740,107
100.0%
$
100.0%
(1) The data presented includes the effect of the
deconsolidation of Entergy New Orleans effective January 1, 2005.
(2) Adjusted to reflect the issuance and sale of the Equity
Units and the application of the estimated net proceeds therefrom. See "Use of
Proceeds."
(3) In addition, as of September 30, 2005, letters of credit totaling $209
million had been issued against this facility.
(4) Primarily includes the long-term debt of our Non-Utility Nuclear
subsidiaries and sale-leaseback obligations of Entergy Louisiana and System
Energy.  Also includes currently maturing long-term debt of $100.3 million.
(5) In addition, as of September 30, 2005, we had approximately $330.3
million of obligations under capital leases (approximately $135 million of which
are current liabilities).
Risk Factors
You should carefully consider all of the information
contained or incorporated by reference in this prospectus as well as the
specific factors under "Risk Factors" beginning on the next page.
RISK FACTORS
In considering whether to purchase the Corporate Units, you
should carefully consider all the information we have included or incorporated
by reference in this prospectus. In particular, you should carefully consider
the risk factors described below, as well as the factors listed in
"Forward-Looking Statements" in this prospectus. Because a Corporate Unit
consists of a purchase contract to acquire shares of our common stock and a
senior note issued by us, you are making an investment decision with regard to
our common stock and senior notes, as well as the Corporate Units. You should
carefully review the information in this prospectus about all of these
securities.
Risk Factors Relating to Entergy Corporation
Our results of operations, financial condition and liquidity
could be materially and adversely affected if the domestic utility companies
fail to recover, or experience delays in recovering, storm restoration costs
incurred as a result of Hurricane Katrina and Hurricane Rita or as a result of
continued lost revenue from these two hurricanes.
Hurricanes Katrina and Rita caused catastrophic damage in
Louisiana, Mississippi and Texas to portions of the service territories of
Entergy New Orleans, Entergy Louisiana, Entergy Mississippi and Entergy Gulf
States. As a result of these two hurricanes, these subsidiaries have recorded
accruals for the estimated storm restoration costs for the repair and/or
replacement of their electric and gas facilities damaged by Hurricanes Katrina
and Rita and business continuity costs, which are currently estimated to be in
the range of $1.1 billion to $1.4 billion. The cost estimates do not include
other potential incremental losses, such as the inability to recover fixed costs
scheduled for recovery through base rates, which base rate revenue was not
recovered due to a loss of anticipated sales.  As of September 30, 2005, the
domestic utility companies, including Entergy New Orleans, recorded an increase
totaling $585.5 million in construction work in progress and $514.5 million in
other regulatory assets, with a corresponding increase of $1.1 billion in
accounts payable.  In accordance with Entergy's accounting policies, and based
on historic treatment of such costs in the service territories of the domestic
utility companies and communications with local regulators, the domestic utility
companies recorded these assets because management believes that recovery
through some form of regulatory mechanism is probable. Entergy and the domestic
utility companies are pursuing a broad range of initiatives to recover storm
restoration costs. Initiatives include (1) obtaining reimbursement of certain
costs covered by insurance, (2) obtaining assistance through federal legislation
for Hurricane Rita as well as Hurricane Katrina, and (3) pursuing recovery
through existing or new rate mechanisms regulated by the FERC and local
regulatory bodies. Because the domestic utility companies have not gone through
the regulatory process regarding these storm costs, however, there is an element
of risk regarding recovery, and we are unable to predict with certainty the
degree of success the domestic utility companies may have in their recovery
initiatives, the amount of restoration costs and incremental losses they may
ultimately recover, or the timing of such recovery.
The temporary power outages associated with the hurricanes in
the affected service territories caused the sales volume and receivable
collections of Entergy Gulf States, Entergy Louisiana and Entergy New Orleans to
be lower than normal during those outages. Revenues are expected to continue to
be affected for a period of time that cannot yet be estimated as a result of the
approximately 36,000 customers at Entergy Louisiana and approximately 87,000
customers at Entergy New Orleans that are unable to accept electric and gas
service and as a result of changes in load patterns that could occur, including
the effect of residential customers who can accept electric and gas service not
permanently returning to their homes. As of December 31, 2004, Entergy Louisiana
had 662,000 electric customers and Entergy New Orleans had 189,000 electric
customers and 145,000 gas customers. Restoration for many of the customers who
are unable to accept service will follow major repairs or reconstruction of
customer facilities, and will be contingent on validation by local authorities
of habitability and electrical safety of customers' structures. Annual non-fuel
revenues associated with customers who are currently unable to accept electric
and gas service are estimated to be $171 million. Our estimate of the revenue
impact of the extended outages and load pattern changes is subject to change,
however, because of a range of uncertainties, in particular the timing of when
individual customers will return to service.
The consequences of Hurricanes Katrina and Rita have
negatively affected the liquidity of Entergy and the domestic utility companies.
The occurrence of one or more contingencies could put further pressure on the
adequacy of the liquidity and capital resources of Entergy and the domestic
utility companies, which could materially and adversely affect the financial
condition and results of operations of Entergy and the domestic utility
companies, Entergy's corporate credit ratings and the credit ratings of the
domestic utility companies.
In addition to storm restoration costs and the lost customer
revenue discussed in the preceding risk factor, Hurricanes Katrina and Rita
affected the liquidity position of our U.S. Utility and our Non-Utility Nuclear
businesses in several ways. The bankruptcy of Entergy New Orleans caused fuel
and power suppliers to increase their scrutiny of the other domestic utility
companies with the concern that one of them could suffer similar impacts,
particularly after Hurricane Rita. As a result, some suppliers began requiring
accelerated payments and decreasing credit lines. The hurricanes damaged certain
gas supply lines, resulting in a decrease in the number of potential suppliers.
Finally, the hurricanes exacerbated a market run up in natural gas and power
prices, resulting in (i) an increase in the accounts payable to suppliers of our
U.S. Utility business, which consumed available supplier credit lines more
quickly, and (ii) an increase in the credit support that our Non-Utility Nuclear
business was required to post to its wholesale counterparties in the Northeast.
At the same time, the continued rapid increase in natural gas
prices has resulted in increased working capital requirements for the domestic
utility companies while waiting for existing regulatory fuel and purchased power
recovery mechanisms to catch up. In certain instances unrelated to the
hurricanes, some of the domestic utility companies have agreed to defer the
recovery of fuel and purchased power costs beyond the existing recovery period.
As of September 30, 2005, the domestic utility companies, including Entergy New
Orleans, had approximately $594.8
million of deferred fuel costs. Although each domestic utility company expects
to recover all of its fuel and purchased power costs through established (or
potentially modified) regulatory recovery mechanisms, high natural gas prices
and the effect of the current cumulative deferred fuel balance will continue to
have a negative effect on the liquidity position of our U.S. Utility business.
Some of the agreements to sell the power
produced by our Non-Utility Nuclear power plants and the wholesale supply
agreements entered into by our Competitive Retail Services business contain
provisions that require an Entergy subsidiary to provide collateral to secure
its obligations under the agreements. The Entergy subsidiary may be required to
provide collateral based upon the difference between the current market and
contracted power prices in the regions where the Non-Utility Nuclear and
Competitive Retail Services businesses sell power. The primary form of the
collateral to satisfy these requirements has been an Entergy guarantee.  Cash
and letters of credit are also acceptable forms of collateral.  At September 30,
2005, based on power prices at that time, we had in place as collateral $1.681
billion of Entergy guarantees, including $206.3 million of which support letters
of credit. The assurance requirement associated with our Non-Utility Nuclear
business is estimated to increase by an amount up to $425 million if gas prices
increase $1 per MMBtu
in both the short- and
long-term markets
.
We are in the process of implementing an approximate $2.5
billion financing plan in order to provide adequate liquidity and capital
resources while storm restoration cost recovery is pursued and to provide
additional financial support against the potential occurrence of other
unexpected events. In addition, this plan is intended to provide adequate
liquidity and capital resources to support the Non-Utility Nuclear and the
Competitive Retail Services businesses. This plan includes (1) a new Entergy
revolving credit facility with capacity of up to $1.5 billion (which would
supplement our existing five-year $2 billion revolving credit facility); (2) the
issuance and sale of the Equity Units being offered by this prospectus; and (3)
the issuance and sale of up to $500 million of new debt at Entergy Gulf States
and Entergy Louisiana, including $150 million of first mortgage bonds issued by
Entergy Louisiana on October 21, 2005. In addition to this financing plan, we
plan to provide funding of $300 million to Entergy Gulf States.
Under normal circumstances, our business is capital
intensive, and we are dependent upon our ability to access capital at rates and
on terms we determine to be reasonable. The hurricanes and the resulting
consequences on our business have placed even greater importance on our ability
to access the capital markets to support our increased liquidity needs. The
occurrence of one or more contingencies, including higher than estimated storm
restoration costs, lower than expected insurance recovery with respect to storm
restoration costs, or a delay in such recovery, a delay in the recovery of storm
restoration costs, a greater than expected increase in natural gas prices, an
increase in credit support requirements relating to our Non-Utility Nuclear and
Competitive Retail Services businesses, an acceleration of payments or decreased
credit lines in respect of fuel or power supply to the domestic utility
companies,
less cash flow from operations than
expected, or other unknown events (such as future storms) could cause our
financing needs to increase, which may result in an increase in our leverage.
Material leverage increases could negatively affect our access to the capital
markets as well as our ratings and/or the ratings of our domestic utility
companies. Additional equity financing could result in dilution for our existing
stockholders and could adversely affect the trading price of the Equity Units
being offered by this prospectus.
The consequences of the hurricanes on our financial
condition, and the related uncertainty associated with storm restoration cost
recovery, together with other factors, such as the bankruptcy filing of Entergy
New Orleans, have negatively impacted our credit profile and the credit profile
of the domestic utility companies. Following Hurricane Katrina, Standard &
Poor's Ratings Services placed us and the domestic utility companies on credit
watch with negative implications and Moody's Investors Service, Inc. placed the
debt ratings of Entergy Gulf States on review for possible downgrade. After the
Entergy New Orleans bankruptcy filing, Moody's Investors Service, Inc. and
Standard & Poor's Ratings Services downgraded the senior secured debt ratings of
Entergy New Orleans to Caa1 and D, respectively. If one or more rating agencies
were to downgrade our corporate issuer rating or the senior secured debt ratings
of any of the other domestic utility companies, particularly to below investment
grade, our borrowing costs could increase, which could negatively affect our
financial condition, results of operations and liquidity. We would also likely
be required to pay a higher interest rate in future financings, and our
potential pool of investors and funding sources could decrease. In addition,
adverse ratings actions could prompt fuel and power suppliers of the domestic
utility companies to require accelerated payments or to reduce or eliminate
credit lines. Lastly, in the event of a decrease in our credit rating to below
investment grade, we may be required to replace in a short period of time the
Entergy guarantees relating to the Non-Utility Nuclear and Competitive Retail
Services businesses with cash or letters of credit under some of the agreements.
Our investment in Entergy New Orleans is at risk.
Because of the effects of Hurricane Katrina, on September 23,
2005, Entergy New Orleans filed a voluntary petition in the United States
Bankruptcy Court for the Eastern District of Louisiana seeking reorganization
relief under the provisions of Chapter 11 of the United States Bankruptcy Code
(Case No. 05-17697). We own 100 percent of the common stock of Entergy New
Orleans, have continued to supply operating management, and have provided
debtor-in-possession financing to Entergy New Orleans and, accordingly, believe
these factors represent significant influence over Entergy New Orleans. However,
uncertainties surrounding the nature, timing, and specifics of the bankruptcy
proceedings have caused us to deconsolidate Entergy New Orleans and reflect
Entergy New Orleans' financial results under the equity method of accounting
retroactive to January 1, 2005. Because we own all of the common stock of
Entergy New Orleans, this change will not affect the amount of net income we
record resulting from Entergy New Orleans' operations for any current or prior
period, but will result in Entergy New Orleans' net income for 2005 being
presented as "Equity in earnings (loss) of unconsolidated equity affiliates"
rather than its results being included in each individual income statement line
item, as is the case for periods prior to 2005. We reviewed the value of our
equity investment of $169.2 million in Entergy New Orleans at September 30, 2005
to determine if an impairment had occurred as a result of the storm, the flood,
the power outages, estimated restoration costs and changes in customer load.
With respect to the value of our investment as of September 30, 2005, we
determined that no impairment had occurred because management believes that cost
recovery is probable.  We continue to assess the carrying value of our
investment in Entergy New Orleans as developments occur in Entergy New Orleans'
recovery efforts. Because Entergy New Orleans has not gone through the
regulatory process regarding storm costs and losses, however, there is an
element of risk regarding recovery, and we are unable to predict with certainty
the degree of success Entergy New Orleans may have in its recovery initiatives,
the amount of restoration costs and incremental losses it may ultimately
recover, or the timing of such recovery, or the return of customer load to New
Orleans to support any such cost recovery. As of September 30, 2005, our equity
investment in Entergy New Orleans represents 1.81% of our total equity
investments in our subsidiaries as a whole. In addition to our equity investment
in Entergy New Orleans, as of September 30, 2005, Entergy New Orleans owes our
subsidiaries a total of $67 million in prepetition accounts payable. The
repayment of these accounts payable is also subject to the risks inherent in
Entergy New Orleans' recovery efforts.
On September 26, 2005, Entergy New Orleans, as borrower, and
Entergy, as lender, entered into the Debtor-in-Possession ("DIP") credit
agreement, a debtor-in-possession credit facility to provide funding to Entergy
New Orleans during its business restoration efforts. The credit facility
provides for up to $200 million in loans on an interim basis pending final
bankruptcy court approval of the DIP credit agreement and the receipt of other
required regulatory approvals. These funds were requested to enable Entergy New
Orleans to meet its near-term obligations, including employee wages and benefits
and payments under power purchase and gas supply agreements, and to continue its
existing efforts to repair and restore the facilities needed to serve its
electric and gas customers. As of December 1, 2005, $100 million was outstanding
under the credit facility. Management currently expects the remainder of the
bankruptcy court authorized funding level to be sufficient to fund Entergy New
Orleans' operations at least through the first quarter of 2006, although the
decision to lend under the DIP credit agreement is at our sole discretion. There
has not been a decision as to whether to provide additional debt financing to
Entergy New Orleans beyond the amount that is authorized by the DIP credit
agreement.
Please refer to our Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2005 for a further
description of the DIP credit agreement, including the security and priority
status afforded to us as the lender. The repayment of advances made under the
DIP credit agreement is subject to the risks inherent in Entergy New Orleans'
recovery efforts. Since Entergy is unable to predict with certainty the degree
of success Entergy New Orleans will have in its cost recovery initiatives,
Entergy's equity investment in Entergy New Orleans, Entergy's subsidiaries'
pre-petition accounts receivables from Entergy New Orleans and Entergy's
advances to Entergy New Orleans under the DIP credit agreement are at risk.
The electric and gas rates that the domestic utility
companies and System Energy are allowed to charge their customers are largely
determined outside their control by the actions of regulators.
The rates that the domestic utility companies and System
Energy charge for their services are an important item influencing the financial
condition, results of operations and liquidity of Entergy and the domestic
utility companies. The domestic utility companies are heavily regulated, and the
electric and gas rates that the domestic utility companies and System Energy are
allowed to charge their customers are determined, in large part, outside of
their control by governmental organizations, including the Arkansas Public
Service Commission (the "APSC"), the City Council of the City of New Orleans
(the "City Council"), the Louisiana Public Service Commission (the "LPSC"), the
Mississippi Public Service Commission (the "MPSC"), the PUCT, and the FERC.
Decisions made by these regulators could have a material impact on the results
of operations, financial condition and liquidity of Entergy and the domestic
utility companies.
The domestic utility companies and System Energy are
routinely involved in proceedings, including general rate cases and those
relating to various other aspects of their rates. The Louisiana operations of
Entergy Gulf States, Entergy Louisiana, Entergy Mississippi and Entergy New
Orleans are currently operating under formula rate plans. These formula rate
plans permit annual adjustments of rates on a prospective basis depending on
whether earnings for the prior year are above or below a pre-determined
bandwidth range. The timing of the next rate case filing at Entergy Arkansas
will depend on the completion of the steam generator and reactor vessel head
replacement which is currently underway at ANO Unit 1 and the outcome of the
System Agreement proceeding described below. As a result of Texas legislation
enacted in June 2005, Entergy Gulf States may not file a general base rate case
in Texas before June 30, 2007, with rates effective no earlier than June 30,
2008. The new law does, however, allow Entergy Gulf States to seek the annual
recovery of certain incremental purchased power capacity costs not in excess of
five percent of its annual base rate revenues and certain transition to
competition costs. Entergy Gulf States has not had a base rate increase in Texas
since 1991. The inability to file a general base rate case in Texas before June
30, 2007 could affect the profit margin of Entergy Gulf States and its ability
to earn its authorized return or recover from its customers costs associated
with investment in generation, transmission and distribution facilities
.
The domestic utility companies' fuel costs also are recovered
from customers, subject to regulatory scrutiny. This regulatory risk represents
the domestic utility companies' largest potential exposure to price changes in
the commodity markets. On occasion, when the level of the fuel and purchased
power costs rise very dramatically, some of the domestic utility companies might
agree to defer recovery of a portion of that month's fuel and purchased power
costs for recovery at a later date, which could increase the near-term working
capital requirements of the domestic utility companies. In addition, from time
to time, the domestic utility companies' regulators may initiate proceedings to
investigate the adequacy and operation of the fuel recovery clauses of the
domestic utility companies as well as their fuel and purchased power purchasing
practices. In early October 2005, the APSC initiated an investigation into
Entergy Arkansas' interim energy cost rate. The investigation seeks to determine
Entergy Arkansas' (1) prudence of gas contracting, portfolio, and hedging
practices, (2) wholesale purchases during the period, (3) management of the coal
inventory at its coal generation plants, and (4) response to the contractual
failure of the railroads to provide coal deliveries. The APSC established a
procedural schedule with testimony from Entergy Arkansas, the APSC Staff, and
intervenors culminating in a public hearing in May 2006.
The domestic utility companies have historically engaged in
the coordinated planning, construction and operation of generating and
transmission facilities under the terms of an agreement called the System
Agreement. The LPSC and the City Council commenced a proceeding in 2001 at the
FERC that requests amendments to the System Agreement, particularly in the area
of production cost equalization. Pursuant to an agreement in principle approved
by the City Council, the City Council has withdrawn as a complainant from the
FERC System Agreement proceeding. The LPSC also alleges that certain provisions
of the System Agreement increase costs paid by the ratepayers in their
jurisdictions. On June 1, 2005, the FERC issued a decision in the System
Agreement litigation. The FERC decision concluded, among other things, that:
The System Agreement no longer roughly equalizes production costs among
  the domestic utility companies.
In order to reach rough production cost equalization, the FERC will impose
  a bandwidth remedy allowing for a maximum spread of 22 percent (expressed by
  the FERC as +/- 11%) between the total annual production costs of the highest
  cost and lowest cost domestic utility companies.
When calculating the production costs for this purpose, output from the
  Vidalia hydroelectric power plant will not reflect the actual Vidalia price
  for that year but will be priced at that year's average price as determined
  under a rate schedule (MSS-3), reducing the amount of Vidalia costs reflected
  in the comparison of the domestic utility companies' total production costs.
The remedy ordered by FERC calls for no refunds and would be effective
  based on the calendar year 2006 production costs with the first potential
  reallocation payments, if required, expected to be made in 2007.
The FERC's June 2005 order would reallocate production costs
of the domestic utility companies whose relative total production costs
expressed as a percentage of Entergy System average production costs are outside
an upper or lower bandwidth. This would be accomplished by payments from
domestic utility companies whose production costs are below Entergy System
average production costs to domestic utility companies whose production costs
are above Entergy System average production costs. An assessment of the
potential effects of the FERC's June 2005 order requires assumptions regarding
the future total production cost of each domestic utility company, which
assumptions include the mix of solid fuel and gas-fired generation available to
each company and the costs of natural gas and purchased power.
Various pending motions for rehearing and clarification of
the FERC's June 2005 order were filed by parties to the proceeding, including
the LPSC, the APSC, the MPSC, and the City Council, and by Entergy Services,
Inc., on behalf of the domestic utility companies.
We believe that any
changes in the allocation of production costs resulting from the FERC's June
2005 order and related retail proceedings should result in similar rate changes
for retail customers. The timing of recovery of these costs in rates could be
the subject of additional proceedings before the retail regulators of the
domestic utility companies. Although the outcome and timing of the FERC and
other proceedings cannot be predicted at this time, we do not believe that the
ultimate resolution of these proceedings will have a material effect on our
financial condition or results of operations.
Delays and uncertainty relating to the start of retail open
access in Texas for Entergy Gulf States, the implementation of recent
legislation in Texas and adverse decisions in related regulatory proceedings at
the PUCT could have a material adverse effect on Entergy Gulf States' and our
financial condition, results of operations and liquidity.
Unlike other areas of the United States, retail open access
and the separation of traditionally integrated public utilities into distinct
distribution, transmission, generation and various types of retail marketing
businesses either has not been acted upon by the state and local regulators of
the domestic utility companies, or has been significantly delayed. Only in the
Texas portion of Entergy Gulf States' service territory has there been
significant retail open access activity, but implementation for Entergy Gulf
States has been delayed.
In 1999, the Texas legislature enacted a law providing for
competition through retail open access in the electric utility industry in
Texas. With retail open access, generation and retail electric sales will become
competitive businesses, but transmission and distribution operations will
continue to be regulated. The law provided for retail open access by most
investor-owned electric utilities in Texas commencing January 1, 2002; however,
the PUCT delayed retail open access in Entergy Gulf States' Texas service
territory due to concerns about whether the market was ready for retail open
access. As required by law, Entergy Gulf States has made numerous filings with
the PUCT detailing its plans in furtherance of the Texas law and retail open
access in its Texas service territory. The resulting PUCT orders have continued
to delay retail open access in Entergy Gulf States' Texas service territory, as
well as its ability to raise rates, reconcile fuel costs, earn its authorized
return, recover transition costs related to its efforts toward retail open
access or recover from its customers costs associated with investment in
generation, transmission and distribution facilities. Entergy Gulf States has
not had a base rate increase in Texas since 1991.
In June 2005, a Texas law was enacted which provides that:
Entergy Gulf States is authorized by the legislation to proceed with a
  jurisdictional separation into two vertically integrated utilities, one
  subject solely to the retail jurisdiction of the LPSC and one subject solely
  to the retail jurisdiction of the PUCT;
the portions of all prior PUCT orders requiring Entergy Gulf States to
  comply with any provisions of Texas law governing transition to retail
  competition are void;
Entergy Gulf States must file a plan by January 1, 2006, identifying the
  power region(s) to be considered for certification and the steps and schedule
  to achieve certification;
Entergy Gulf States must file a transition to competition plan no later
  than January 1, 2007, that would address how Entergy Gulf States intends to
  mitigate market power and achieve full customer choice, including potential
  construction of additional transmission facilities, generation auctions,
  generation capacity divestiture, reinstatement of a customer choice pilot
  project, establishment of a price to beat, and other measures;
Entergy Gulf States' rates are subject to cost-of-service regulation until
  retail customer choice is implemented;
Entergy Gulf States may not file a general base rate case in Texas before
  June 30, 2007, with rates effective no earlier than June 30, 2008, but may
  seek before then the annual recovery of certain incremental purchased power
  capacity costs, adjusted for load growth, not in excess of five percent of its
  annual base rate revenues; and
Entergy Gulf States may recover over a period not to exceed 15 years
  reasonable and necessary transition to competition costs incurred before the
  effective date of the legislation and not previously recovered, with
  appropriate carrying charges.
In July 2005, Entergy Gulf States filed with the PUCT a
request for implementation of an incremental purchased power capacity recovery
rider, consistent with the recently passed Texas legislation discussed above.
The rider requests $23.1 million annually in incremental revenues on a Texas
retail basis which represents the incremental purchased power capacity costs,
including Entergy Gulf States' obligation to purchase power from Entergy
Louisiana's recently acquired Perryville plant, over what is already in Entergy
Gulf States' base rates. Entergy Gulf States reached an initial agreement with
the parties that cost recovery and cost reconciliation would begin on September
1, 2005.  The parties have agreed that Entergy Gulf States will implement the
rider after approval by the PUCT which could be up to 185 days from the date of
filing but will reconcile and recover incremental purchased capacity costs
incurred beginning September 1, 2005. The September 1, 2005 agreed upon date for
the beginning of the cost recovery and cost reconciliation as well as the
requested amount and the processes for implementing the rider are subject to
PUCT action and approval. If approved by the PUCT, the rider would be subject to
semi-annual modifications and reconciliation in conjunction with Entergy Gulf
States' fuel reconciliation proceedings. A further non-unanimous settlement was
reached with most of the parties that allows for the rider to be implemented
effective December 1, 2005 and the collection of $18 million annually. The
settlement also provides for a fuel reconciliation to be filed by Entergy Gulf
States by May 15, 2006 that will resolve the remaining issues in the case with
the exception of the amount of purchased power in current base rates and the
costs to which load growth is attributed, both of which were settled. The
hearing with respect to the non-unanimous settlement, which was opposed by the
Office of Public Utility Counsel, was conducted on October 19, 2005 before the
ALJs. On November 17, 2005, the ALJs issued a proposal for decision recommending
that the PUCT approve the non-unanimous settlement. The PUCT is scheduled to
consider this matter on December 15, 2005.
As authorized by the Texas legislation discussed above, in
August 2005, Entergy Gulf States filed with the PUCT an application for recovery
of its transition to competition costs. Entergy Gulf States requested recovery
of $189 million in transition to competition costs through implementation of a
15-year rider to be effective no later than March 1, 2006. The $189 million
represents transition to competition costs Entergy Gulf States incurred from
June 1, 1999 through June 17, 2005 in preparing for competition in its Texas
service area, including attendant AFUDC and all carrying costs projected to be
incurred on the transition to competition costs through February 28, 2006. In
November 2005, a unanimous stipulation was entered into among Entergy Gulf
States, the PUCT staff, and others pursuant to which the parties agreed that
Entergy Gulf States should be authorized by the ALJs to implement interim rates
that would allow it to recover $1.5 million per month in transition to
competition costs, with such interim rates to be effective on March 1, 2006.
Pursuant to the stipulation, the interim rates would be subject to refund or
surcharge to the extent that the rates ultimately established by the PUCT differ
from the interim rates. The stipulation is expected to be submitted to the ALJs
for approval by early December 2005. The matter of final rates to address
transition to competition costs has been set for hearing beginning in February
2006, with a PUCT decision expected during the third quarter of 2006.
Extended delay and uncertainty with respect to the start of
retail open access in Texas (including uncertainty as to the ultimate form of
Entergy Gulf States' related business separation plan, particularly in
conjunction with any jurisdictional separation of Entergy Gulf States as
described below), the implementation of the Texas legislation, including
implementation of purchased power capacity and transition cost recovery riders,
and adverse decisions in proceedings at the PUCT (whether related to the Texas
legislation or otherwise), could have a material adverse effect on Entergy Gulf
States' and our financial condition, results of operations, and liquidity.
The proposed jurisdictional separation of Entergy Gulf States
into two separate vertically integrated utilities could, depending on the
structure and terms of the separation, have a material adverse effect on the
financial condition, results of operations and liquidity of Entergy Gulf States.
Pending developments at the federal level and in Texas and
other states, the LPSC and the Louisiana legislature have generally deferred
pursuing retail open access in Louisiana. As a result, pursuit of Entergy Gulf
States' business separation plan mandated by Texas law in connection with retail
open access in its Texas service territory has been complicated by it having
retail operations in Louisiana subject to the jurisdiction of the LPSC. During
the course of Entergy Gulf States' retail open access proceedings with the PUCT,
the LPSC has been holding independent proceedings concerning the proposed
separation of the business of Entergy Gulf States. Unlike Entergy Gulf States'
plan filed with the PUCT to separate its Texas generation, transmission,
distribution, and retail electric functions into separate companies, the
investigation most recently initiated in the LPSC proceedings is evaluating a
jurisdictional separation of Entergy Gulf States into a Louisiana company and a
Texas company regulated solely by the LPSC and the PUCT, respectively. In a
status conference held in September 2004 before an administrative law judge, the
LPSC staff asserted that uncertainty with respect to retail open access in Texas
should not control whether or when the LPSC should require the jurisdictional
separation of Entergy Gulf States and recommended that an investigation
concerning the proposed jurisdictional separation proceed. Entergy Gulf States
submitted a preliminary methodology developed by it for the jurisdictional
separation of the company if its regulators should determine that a
jurisdictional separation is in the public interest. Although it contains many
components that are similar to those set forth in its business separation plan
filed with the PUCT, Entergy Gulf States' preliminary methodology filed with the
LPSC provides for the separation of the company into a Louisiana vertically
integrated utility company and a Texas vertically integrated utility company, as
is envisioned by the new Texas law described above, rather than the separation
of its Texas generation, transmission, distribution, and retail electric
functions into separate companies, as is envisioned in the plan filed with the
PUCT. A hearing before the LPSC scheduled for late June 2005 has been postponed.
In September 2005, Entergy Gulf States and the LPSC staff filed a joint motion
to continue without date the procedural schedule in this matter due to Hurricane
Katrina. Approvals of the FERC, the SEC, the PUCT, and the Nuclear Regulatory
Commission, or the NRC, may also be required for certain matters before Entergy
Gulf States may implement any jurisdictional separation of the company.
Any jurisdictional separation of Entergy Gulf States
resulting from the LPSC proceedings would affect Entergy Gulf States' financial
condition, results of operations and liquidity, particularly in conjunction with
any additional restructuring of the company that may be ordered by the PUCT with
respect to a jurisdictional separation or upon the implementation of retail open
access in Texas. Depending on the structure and terms of the separation, such a
separation could have a material adverse effect on Entergy Gulf States.
The nuclear power generation plants owned by our Non-Utility
Nuclear business will be exposed to price risk to the extent they must compete
for the sale of energy and capacity.
The sale of capacity and energy from the power generation
plants owned by our Non-Utility Nuclear business, unless otherwise contracted,
is subject to the fluctuation of market power prices. Our Non-Utility Nuclear
business has entered into PPAs and other contracts to sell the power produced by
its power plants at prices established in the PPAs. The following is a summary
of the amount of the Non-Utility Nuclear business' output that is sold forward
as of September 30, 2005 under physical or financial contracts (2005 represents
the remainder of the year):
2005
2006
2007
2008
2009
Non-Utility Nuclear
:
Percent of planned generation sold forward:
Unit-contingent
36%
34%
32%
25%
18%
Unit-contingent with availability guarantees
55%
53%
39%
25%
5%
Firm liquidated damages
5 %
4%
2%
0%
0%
Total
96%
91%
73%
50%
23%
Planned generation (TWh)
9
35
34
34
35
Average contracted price per MWh
$39
$41
$42
$45
$47
There is no retail rate recovery for the power produced at
these generating plants. Entergy's Non-Utility Nuclear business is pursuing
opportunities to extend existing PPAs and to enter into new PPAs with other
parties for portions of its unsold planned generation. To the extent that the
electricity generated by these plants is not under contract to be sold, the
revenues and results of operations of Entergy's Non-Utility Nuclear business,
and whether it recovers its investment and operating costs from these plants,
will generally depend on the market prices that can be obtained for energy and
capacity.
Among the factors that could affect market prices for
electricity and fuel, all of which are beyond our control to a significant
degree, are:
prevailing market prices for coal, oil, natural gas and other fuels used
  in electric generation plants, including associated transportation costs, and
  supplies of such commodities,
liquidity in the general wholesale electricity market,
the actions of external parties, such as the FERC, that may impose price
  limitations and other mechanisms to address some of the volatility in the
  energy markets,
weather conditions impacting demand for electricity or availability of
  hydroelectric power or fuel supplies,
the rate of growth in demand for electricity as a result of population
  changes, regional economic conditions and the implementation of conservation
  programs,
union and labor relations,
natural disasters, wars, embargoes and other catastrophic events and
changes in federal and state energy and environmental laws and
  regulations.
We face uncertainty with respect to the domestic utility
companies' independent coordinator of transmission proposal at the FERC and the
outcome of other related FERC and state and local regulatory proceedings
relating to transmission.
In 2000, the FERC issued an order encouraging utilities to
voluntarily place their transmission facilities under the control of independent
regional transmission organizations ("RTOs") by December 15, 2001. Delays in
implementing the FERC order have occurred due to a variety of reasons, including
the fact that utility companies, other stakeholders, and federal and state
regulators continue to work to resolve various issues related to the
establishment of such RTOs.
In April 2004, the domestic utility companies filed a
proposal with the FERC to commit voluntarily to retain an independent
coordinator of transmission ("ICT") to oversee the granting of transmission or
interconnection service on their transmission system, to implement a
transmission pricing structure that ensures that their retail native load
customers are required to pay for only those upgrades necessary to reliably
serve their needs, and to have the ICT serve as the security coordinator for the
Entergy region. Assuming applicable regulatory support and approvals can be
obtained, the domestic utility companies proposed to contract with the ICT to
oversee the granting of transmission service on their system as well as the
implementation of the proposed weekly procurement process. The proposal was
structured to not transfer control of the domestic utility companies'
transmission system to the ICT, but rather to vest with the ICT broad oversight
authority over transmission planning and operations. See our Annual Report on
Form 10-K for the fiscal year ended December 31, 2004 for a discussion of the
petition for declaratory order that the domestic utility companies filed with
the FERC in January 2005 regarding this proposal.
On March 22, 2005, the FERC issued a declaratory order
concluding that: (1) because the Southwest Power Pool ("SPP") was the only
entity identified as potentially being selected as the ICT and because the SPP
is already a "public utility," there was no need to rule on the question of
whether the functions of the ICT, alone, would serve to make the ICT a "public
utility;" (2) Entergy will continue to be the "transmission provider" for
transmission service across the system and that "the presence of SPP as the ICT
will not change the existing balance of jurisdiction between [the FERC] and
Entergy's retail regulators;" and (3) the FERC is prepared to grant the domestic
utility companies' proposed transmission pricing proposal on a two-year
experimental basis, subject to certain enhancement and monitoring and reporting
conditions. The enhancements referred to by the FERC involve more fully
specifying the responsibilities and duties of the ICT, including defining the
ICT's role in the preparation of various transmission expansion plans and the
performance of studies related to the granting of transmission or
interconnection service. Before the ICT proposal can be implemented, however,
the domestic utility companies are required to submit further filings with the
FERC regarding the modifications and clarifications to the ICT proposal.
On May 12, 2005 the FERC issued an order clarifying certain
aspects of its March 22 order. In the May 12 order, the FERC indicated that (1)
the domestic utility companies are to work with the ICT and their stakeholders
to develop procedures by which the ICT will calculate available flowgate
capacities; (2) the domestic utility companies must specifically define the
transmission rights that a customer that pays for supplemental upgrades will
receive for such payments; (3) the FERC will review the ICT's contract to ensure
that the ICT can perform its functions in an independent manner even if SPP is
chosen as the ICT; and (4) the initial two-year period will start once the ICT
becomes operational.
On May 27, 2005, the domestic utility companies filed the
enhanced ICT proposal with the FERC. We believe that the filing is consistent
with the FERC guidance received in both the FERC's March 22, 2005 and May 12,
2005 orders on the ICT. Among other things, the enhanced ICT filing states that
the ICT will (1) grant or deny transmission service on the domestic utility
companies' transmission system; (2) administer the domestic utility companies'
OASIS node for purposes of processing and evaluating transmission service
requests and ensuring compliance with the domestic utility companies' obligation
to post transmission-related information; (3) develop a base plan for the
domestic utility companies' transmission system that will result in the ICT
making the determination on whether something should be rolled into the domestic
utility companies' transmission rates or directly assigned to the customer
requesting or causing an upgrade to be constructed; (4) serve as the reliability
coordinator for the Entergy transmission system; and (5) oversee the operation
of the weekly procurement process. The enhanced ICT proposal clarifies the
rights that customers receive when they fund a supplemental upgrade and also
contains a detailed methodology describing the process by which the ICT will
evaluate interconnection-related investments already made on the Entergy System
for purposes of determining the future allocation of the uncredited portion of
these investments.
In March 2004, the APSC initiated a proceeding to review the
domestic utility companies' proposal and compare the benefits of such a proposal
to the alternative of the domestic utility companies joining the SPP RTO. The
APSC sought comments from all interested parties on this issue. Various parties,
including the APSC General Staff, filed comments opposing the ICT proposal. A
public hearing has not been scheduled by the APSC at this time, although Entergy
Arkansas has responded to various APSC data requests. In May 2004, Entergy
Mississippi filed a petition for review with the MPSC requesting MPSC support
for the ICT proposal. A hearing in that proceeding was held in August 2004.
Additionally, Entergy Louisiana and Entergy Gulf States have filed an
application with the LPSC requesting that the LPSC find that the ICT proposal is
a prudent and appropriate course of action.
On December 17, 2004, the FERC issued an order initiating a
hearing and investigation concerning the justness and reasonableness of the
available flowgate capacity ("AFC") methodology, the methodology used to
evaluate short-term transmission service requests under the domestic utility
companies' open access transmission tariff, and establishing a refund effective
date. On March 22, 2005, the FERC issued an order contemporaneously with the ICT
declaratory order discussed above that holds the AFC hearing in abeyance pending
action on Entergy's upcoming ICT filing. The order holding the hearing in
abeyance further indicated that it would cancel the hearing when the ICT begins
to perform its functions. On April 8, 2005 several intervenors filed Emergency
Motions for Interim Relief and Expedited Commission Action requesting that,
during the interim period before the implementation of the ICT, the FERC (1)
institute an audit process to examine and modify the current AFC process; and
(2) require SPP to become involved in the AFC stakeholder process and order
certain modifications to the stakeholder process. The audit process being
proposed by the intervenors would not involve an independent auditor, but
instead would be an investigation performed by a representative from the
intervenors, Entergy, and possibly SPP.  On April 25, 2005, the domestic utility
companies filed their response to the emergency motion urging the FERC to reject
the intervenors' request for the "audit" because the type of investigation
proposed by the intervenors would be neither independent nor fair and would only
distract from the implementation of the ICT.  Instead, the domestic utility
companies proposed that the ICT conduct an independent review of the AFC process
and procedures as part of its transition to assuming the identified ICT
responsibilities, including the calculation of the AFCs.  The domestic utility
companies further indicated that they would welcome SPP's participation in the
current stakeholder process. On April 21, 2005, the intervenors filed a separate
request for rehearing arguing that the FERC must allow the AFC hearing to
proceed in parallel with the establishment of the ICT.
The domestic utility companies face uncertainties with
respect to whether their regulators will approve their enhanced ICT proposal and
the outcome of the AFC proceedings at the FERC. An adverse outcome in these
matters could affect our financial condition, results of operations and
liquidity.
Ownership and operation of nuclear facilities creates business, financial and
waste disposal risks.
The domestic utility companies, System Energy, and our
Non-Utility Nuclear subsidiaries own and operate ten nuclear power generating
units and the shutdown Indian Point 1 nuclear reactor. The domestic utility
companies, System Energy, and our Non-Utility Nuclear subsidiaries are,
therefore, subject to the risks arising from owning and operating nuclear
generating facilities. These include risks from the use, storage, handling, and
disposal of high-level and low-level radioactive materials, limitations on the
amounts and types of insurance commercially available for losses in connection
with nuclear operations, the costs of securing the facilities against possible
terrorist attacks, unscheduled outages due to equipment and other problems, and
technological and financial uncertainties related to adhering to environmental
law requirements associated with plant operations, as well as the
decommissioning of nuclear plants at the end of their licensed lives, including
the sufficiency of funds in decommissioning trusts. The domestic utility
companies, System Energy, and our Non-Utility Nuclear subsidiaries maintain
decommissioning trusts and external insurance coverage to minimize the financial
exposure to some of these risks; however, it is possible that losses could
exceed the amount of their insurance coverage. In the event of an unanticipated
early shut-down of any of the nuclear plants owned and operated by the domestic
utility companies, System Energy, and/or our Non-Utility Nuclear subsidiaries,
Entergy may be required to provide additional funds or credit support to satisfy
regulatory requirements for decommissioning.
The NRC has broad authority under federal law to impose
licensing and safety-related requirements for the operation of nuclear
generating facilities. A major incident at a nuclear facility anywhere in the
world could cause the NRC to limit or prohibit the operation or licensing of any
domestic nuclear generating unit. In the event of noncompliance, the NRC has the
authority to impose fines or shut down a unit, or both, depending upon its
assessment of the severity of the situation, until compliance is achieved.
Although we have no reason to anticipate a serious nuclear incident at any of
the nuclear generating units owned and operated by our subsidiaries, if an
incident did occur, it could materially and adversely affect our business,
financial position, results of operations and liquidity.
In addition, concerns are being expressed in public forums
about the safety of nuclear generating units and nuclear fuel, in particular in
the northeastern United States, which is where the Non-Utility Nuclear
generating units are located. These concerns have led to, and are expected to
continue to lead to, various proposals to federal regulators as well as
governing bodies in some localities where our subsidiaries own nuclear
generating units for legislative and regulatory changes that could lead to the
shut-down of nuclear units, denial of license extension applications,
municipalization of nuclear units, restrictions on nuclear units as a result of
unavailability of sites for spent nuclear fuel disposal, or other adverse
effects on owning and operating nuclear generating units. We vigorously respond
to these concerns and proposals. However, if any of the proposals relating to
legislative and regulatory changes becomes effective, it could have a material
adverse effect on our results of operations, financial condition and liquidity.
The litigation environment in the states in which certain
Entergy subsidiaries operate poses a significant risk to those businesses.
We and our subsidiaries are involved in the ordinary course
of business in a number of lawsuits involving employment, ratepayer, and
injuries and damages issues, among other matters. States in which the domestic
utility companies operate, in particular Louisiana, Mississippi and Texas, have
proven to be unusually litigious environments. Judges and juries in these states
have demonstrated a willingness to grant large verdicts, including punitive
damages, to plaintiffs in personal injury, property damage, and business tort
cases. We and our subsidiaries use legal and appropriate means to contest
litigation threatened or filed against us, but the litigation environment in
these states poses a significant business risk.
Risk Factors Relating to the Equity Units
You will bear the entire risk of a decline in the price of
our common stock.
Although as a holder of an Equity Unit you will have a
beneficial ownership interest in the related senior note, Treasury portfolio or
Treasury securities, as the case may be, you do have an obligation to buy shares
of our common stock pursuant to the purchase contract that is a part of the
Equity Unit. On the purchase contract settlement date, unless the purchase
contracts are terminated due to our bankruptcy, insolvency or reorganization or
are settled early, (1) in the case of Corporate Units where there has been no
successful optional remarketing, unless you pay cash to satisfy your obligation
under the purchase contract, either the proceeds derived from the successful
final remarketing of the senior notes or, if no successful final remarketing has
occurred, the put price paid upon the automatic put of the senior notes, (2) in
the case of Corporate Units where there has been a successful optional
remarketing, the proceeds from the Treasury portfolio when paid at maturity, or
(3) in the case of Treasury Units, the proceeds of the related Treasury
securities when paid at maturity, will in each case automatically be used to
purchase a specified number of shares of our common stock on your behalf.
The number of shares of our common stock that you will
receive upon the settlement of a purchase contract is not fixed but instead will
depend on the average of the closing price per share of our common stock on each
of the twenty consecutive trading days ending on the third trading day
immediately preceding the purchase contract settlement date, which we refer to
as the applicable market value. There can be no assurance that the market value
of common stock received by you on the purchase contract settlement date will be
equal to or greater than the effective price per share paid by you for our
common stock on the date of issuance of the Equity Units. If the applicable
market value of the common stock is less than the reference price of $ , the
market value of the common stock issued to you pursuant to each purchase
contract on the purchase contract settlement date (assuming that the market
value is the same as the applicable market value of the common stock) will be
less than the effective price per share paid by you for the common stock.
Accordingly, you assume the risk that the market value of our common stock may
decline, and that the decline could be substantial.
You will receive only a portion of any appreciation in our
common stock price.
Your opportunity for equity appreciation afforded by
investing in the Equity Units is less than your opportunity for equity
appreciation if you invested directly in our common stock. The opportunity is
less because the market value of the common stock to be received by you pursuant
to the purchase contract on the purchase contract settlement date (assuming that
the market value is the same as the applicable market value of the common stock)
will only exceed the price per share paid by you for our common stock on the
purchase contract settlement date if the applicable market value of the common
stock exceeds the threshold appreciation price of approximately $ (which
represents an appreciation of % over the reference price of $ ). If the
applicable market value of our common stock exceeds the reference price but
falls below the threshold appreciation price, you will realize no equity
appreciation of the common stock for the period during which you own the
purchase contract. Furthermore, if the applicable market value of our common
stock equals or exceeds the threshold appreciation price, you would receive on
the purchase contract settlement date only approximately % of the value of the
shares of common stock you could have purchased with $50 at the time of this
offering.
The trading price of our common stock and the general level
of interest rates and our credit quality will directly affect the trading price
for the Corporate Units and Treasury Units.
It is impossible to predict whether the price of our common
stock or interest rates will rise or fall. Our operating results and prospects,
as well as economic, financial and other factors, will affect trading prices of
our common stock. In addition, market conditions can affect the capital markets
generally, thereby affecting the price of our common stock. These conditions may
include the level of, and fluctuations in, the trading prices of stocks
generally and sales of substantial amounts of our common stock in the market
after the offering of the Corporate Units or the perception that those sales
could occur. Fluctuations in interest rates may give rise to arbitrage
opportunities based upon changes in the relative value of our common stock
underlying the purchase contracts and of the other components of the Corporate
Units and Treasury Units. The arbitrage could, in turn, affect the trading
prices of the Corporate Units and Treasury Units and our common stock.
You may suffer dilution of our common stock issuable upon
settlement of your purchase contract.
The number of shares of our common stock issuable upon
settlement of your purchase contract is subject to adjustment only for stock
splits and combinations, stock dividends and specified other transactions that
significantly modify our capital structure. See "Description of the Purchase
Contracts - Anti-Dilution Adjustments." The number of shares of our common stock
issuable upon settlement of each purchase contract is not subject to adjustment
for other events, such as certain employee stock option grants or offerings of
common stock for cash, or in connection with acquisitions or other transactions
that may adversely affect the price of our common stock. There can be no
assurance that an event that adversely affects the value of the Equity Units,
but does not result in an adjustment to the settlement rate, will not occur. The
terms of the Equity Units do not restrict our ability to offer common stock in
the future or to engage in other transactions that could dilute our common
stock. We have no obligation to consider the interests of the holders of the
Equity Units in engaging in any such offering or transaction. If we issue
additional shares of common stock, those issuances may materially and adversely
affect the price of our common stock and, because of the relationship of the
number of shares holders are to receive on the purchase contract settlement date
to the price of our common stock, those issuances may adversely affect the
trading price of the Equity Units.
You will have no rights as a common stockholder but will be
subject to all changes with respect to our common stock.
Until you acquire shares of our common stock upon settlement
of your purchase contract, you will have no rights with respect to our common
stock, including voting rights, rights to respond to tender offers and rights to
receive any dividends or other distributions on our common stock, but you will
be subject to all changes affecting our common stock. Upon settlement of your
purchase contract, you will be entitled to exercise the rights of a holder of
common stock only as to actions for which the record date occurs after the
settlement date.
Your rights to the pledged securities will be subject to our
security interest and may be affected by a bankruptcy proceeding.
Although you will have a beneficial ownership interest in the
related senior notes or Treasury securities or the Treasury portfolio, as
applicable, those interests will be pledged to us through the collateral agent
to secure your obligations under the related purchase contracts. Thus, your
rights to the pledged securities will be subject to our security interest. In
addition, notwithstanding the automatic termination of the purchase contracts,
in the event that we become the subject of a case under the U.S. Bankruptcy
Code, the delivery of the pledged securities to you may be delayed by the
imposition of the automatic stay under Section 362 of the Bankruptcy Code, or
other relief sought by the collateral agent, the purchase contract agent or
another party asserting an interest in the pledged securities. Moreover, claims
arising out of the senior notes will be subject to the equitable jurisdiction
and powers of the bankruptcy court. For example, although we do not believe such
an argument would prevail, following the termination of the purchase contracts,
a party in interest in the bankruptcy proceeding might argue that the holders of
senior notes should be treated as equity holders, rather than creditors, in the
bankruptcy proceeding.
The secondary market for the Corporate Units, the Treasury
Units and the senior notes may be illiquid; the Corporate Units will not be
listed on any stock exchange.
We are unable to predict how the Corporate Units, the
Treasury Units and the senior notes will trade in the secondary market or
whether that market will be liquid or illiquid. There is currently no secondary
market for the Corporate Units, the Treasury Units and the senior notes. We have
no obligation or current intention to apply for any listing of the Corporate
Units, Treasury Units or the senior notes on any stock exchange. We have been
advised by the representative that the underwriters presently intend to make a
market for the Corporate Units; however, they are not obligated to do so and any
market making may be discontinued at any time without notice. There can be no
assurance as to the liquidity of any market that may develop for the Corporate
Units, the Treasury Units or the senior notes, your ability to sell such
securities or whether a trading market, if it develops, will continue. In
addition, in the event that sufficient numbers of Corporate Units are converted
to Treasury Units, the liquidity of Corporate Units could be adversely affected.
We may redeem the senior notes upon the occurrence of a
special event.
We have the option to redeem the senior notes on not less
than 30 days prior written notice, in whole but not in part, at any time before
the earlier of the date of a successful remarketing of the senior notes
underlying the Corporate Units and the purchase contract settlement date if a
special event occurs and continues under the circumstances described in this
prospectus. See "Description of the Senior Notes - Optional Redemption - Special
Event." If we redeem the senior notes, we will pay a redemption price in cash as
described in this prospectus to the holders of any separate senior notes, and,
with respect to senior notes underlying Corporate Units, we will distribute the
redemption price to the collateral agent, who in turn will purchase the Treasury
portfolio on your behalf, and will remit the remainder of the redemption price,
if any, to you as the holder. The Treasury portfolio will be substituted for the
senior notes as collateral to secure your obligations under the purchase
contracts related to the Corporate Units. If your senior notes are not
components of Corporate Units, you, rather than the collateral agent, will
receive the related redemption payment. There can be no assurance as to the
effect on the market price for the Corporate Units if we substitute the Treasury
portfolio as collateral in place of any senior notes so redeemed. A special
event redemption will be a taxable event to the holders of the senior notes. In
addition to the foregoing, we may, in connection with a successful remarketing
and an election to extend the maturity date of the senior notes, add additional
redemption dates to the senior notes which would apply regardless of the
occurrence of a special event. In no case will an additional redemption date be
added which falls before February 17, 2011.
We are a holding company and, therefore, the senior notes and the contract
adjustment payments will be effectively subordinated to the debt and preferred
stock of our subsidiaries.
We are a holding company and derive substantially all of our
income from our operating subsidiaries. As a result, our cash flows and
consequent ability to service our debt, including the senior notes and the
contract adjustment payments, are dependent upon the earnings of our
subsidiaries and distribution of those earnings to us and other payments or
distributions of funds by our subsidiaries to us, including payments of
principal and interest under intercompany indebtedness. Our operating
subsidiaries are separate and distinct legal entities and will have no
obligation, contingent or otherwise, to pay any dividends or make any other
distributions (except for payments required pursuant to the terms of
intercompany indebtedness) to us or to otherwise pay amounts due with respect to
the senior notes or the contract adjustment payments or to make specific funds
available for such payments. Prior to making dividend payments or other
distributions to us, our subsidiaries have financial obligations, as well as
contractual or statutory limitations on distributions that must be satisfied,
including those relating to debt service, preferred stock dividends and other
trade creditor obligations. Provisions within the articles of incorporation or
pertinent indentures and various other agreements relating to the long-term debt
and preferred stock of certain of our subsidiaries restrict the payment of cash
dividends or other distributions on their common and preferred stock. As of
September 30, 2005, Entergy Arkansas and Entergy Mississippi had restricted
retained earnings unavailable for distribution to us of $396.4 million and $68.5
million, respectively. In addition, because Entergy New Orleans has filed a
voluntary petition in the United States Bankruptcy Court for the Eastern
District of Louisiana seeking reorganization relief under the provisions of
Chapter 11 of the United States Bankruptcy Code, Entergy New Orleans' retained
earnings as of September 30, 2005 of $99.2 million are currently unavailable for
distribution to us. Until the effective date of its repeal, the Public Utility
Holding Company Act of 1935, or PUHCA, provides that, without approval of the
SEC, the unrestricted, undistributed retained earnings of any subsidiary of ours
are not available for distribution to our common stockholders until such
earnings are made available to us through the declaration of dividends by such
subsidiaries. Our subsidiaries are also prohibited under PUHCA from making loans
or advances to us without approval of the SEC until the effective date of
PUHCA's repeal. Repeal of PUHCA will be effective February 8, 2006.
Because we are a holding company and conduct substantially
all of our operations through subsidiaries, holders of the senior notes will
generally have a position junior to the claims of creditors of our subsidiaries
and preferred stockholders of our subsidiaries. As of September 30, 2005, our
subsidiaries had approximately $6.7 billion aggregate principal amount of debt
outstanding and $334 million aggregate liquidation preference of preferred stock
outstanding. In addition, our obligations with respect to the contract
adjustment payments will be subordinated and junior in right of payment to our
obligations under any of our senior indebtedness.
Our indenture does not limit the amount of debt that we or
our subsidiaries may issue or incur.
The senior notes will be issued as a new series of unsecured
debt securities under an indenture between us and Deutsche Bank Trust Company
Americas, as trustee, and will rank equally and ratably in right of payment with
all of our other unsecured and unsubordinated debt. After giving effect to the
issuance and sale of the senior notes, and the application of the net proceeds
therefrom, as of September 30, 2005, we would have had approximately $ billion
of indebtedness outstanding that would have ranked equally with the senior
notes. In addition, we have been granted authority by the SEC to issue up to $3
billion of guarantees for the benefit of our non-utility subsidiaries and we
expect to have such guarantees outstanding from time to time in various
aggregate amounts. Except in limited circumstances, the indenture does not limit
our ability or the ability of our subsidiaries to issue or incur debt or other
liabilities.
The allocation of the purchase price for U.S. federal income
tax purposes may not be followed by the IRS.
Although the Internal Revenue Service (the "IRS") has issued
a Revenue Ruling addressing the treatment of units similar to the Equity Units,
no statutory, judicial or administrative authority directly addresses the
treatment of the Equity Units or instruments substantially identical to the
Equity Units for U.S. federal income tax purposes. No assurance can be given
that the conclusions in the Revenue Ruling would apply to the Equity Units. As a
result, the United States federal income tax consequences of the purchase,
ownership and disposition of Equity Units are not entirely clear.
We and you will agree to treat your acquisition of an Equity
Unit as an acquisition of the undivided beneficial interest in the senior note
and the purchase contract that, combined, constitute such Equity Unit. The
purchase price of each Equity Unit will be allocated between the two components
in proportion to their respective fair market values at the time of purchase.
Such allocation will establish your initial federal income tax basis in the
senior note and the purchase contract. We will report the fair market value of
each undivided beneficial interest in a senior note as $ and the fair market
value of each purchase contract as $ . This allocation generally will be binding
on you, but not the IRS. Any allocation of basis by the IRS to the purchase
contract may affect the timing or amount of your income, gain or loss on the
senior notes or purchase contracts and may affect the tax basis in common stock
received under a purchase contract. For additional information, see "Certain
United States Federal Income Tax Consequences."
You may have to pay taxes with respect to distributions on
our common stock that you do not receive.
The number of shares of common stock that you are entitled to
receive on the purchase contract settlement date or as a result of early
settlement of a purchase contract is subject to adjustment for certain events
arising from stock splits and combinations, stock dividends, certain cash
dividends and certain other actions by us that modify our capital structure. See
"Description of the Purchase Contracts - Anti-Dilution Adjustments." If the
settlement rate is adjusted as a result of a distribution that is taxable to our
common stock holders, you could be required to include an amount in income for
U.S. federal income tax purposes, notwithstanding the fact that you do not
actually receive such distribution. In addition, non-U.S. holders of Equity
Units may, in certain circumstances, be deemed to have received a distribution
subject to U.S. federal withholding tax requirements. See "Certain United States
Federal Income Tax Consequences - U.S. Holders - Purchase Contracts - Adjustment
to Settlement Rate" and " - Non-U.S. Holders - United States Federal Withholding
Tax."
You will be required to accrue original issue discount on the senior notes
for United States federal income tax purposes.
Because of the manner in which the interest rate on the
senior notes is reset, the senior notes should be classified as contingent
payment debt instruments subject to the "noncontingent bond method" for accruing
original issue discount for United States federal income tax purposes. As a
result, you will be required to accrue original issue discount on the senior
notes or the applicable ownership interests in senior notes that are a component
of the Corporate Units in your gross income on a constant yield-to-maturity
basis, regardless of your usual method of tax accounting. For all accrual
periods beginning before the earlier of the reset effective date and February
17, 2009, the original issue discount that accrues on the senior notes will
exceed the stated interest payments on the senior notes. In addition, gain
recognized on the senior notes during certain periods will be treated as
ordinary income for U.S. federal income tax purposes. See "Certain United States
Federal Income Tax Consequences-U.S. Holders-Senior Notes."
You may not be able to exercise your right to settle a
purchase contract prior to the purchase contract settlement date unless a
registration statement under the Securities Act of 1933 is in effect and a
prospectus is available covering the shares of common stock deliverable upon
early settlement of a purchase contract. You will not be able to exercise your
early settlement right, in any case, until March 1, 2006.
The early settlement right under the purchase contracts is
subject to the condition that, if required under the U.S. federal securities
laws, we have a registration statement under the Securities Act of 1933 in
effect and an available prospectus covering the shares of common stock and other
securities, if any, deliverable upon settlement of a purchase contract. Although
we have agreed to use our commercially reasonable efforts to have such a
registration statement in effect and to provide a prospectus if so required
under the U.S. federal securities laws, any failure or inability to maintain an
effective registration statement or to have available a prospectus covering the
common stock, including as a result of pending corporate events or announcements
that prevent the delivery of a current prospectus, may prevent or delay an early
settlement. In addition, you will not be able to exercise your early settlement
right (either generally or in connection with a cash merger) until March 1,
2006.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our ratio of earnings to fixed charges for the
periods indicated:
Twelve Months Ended
September 30,
Year Ended
December 31,
2005
2004
2003
2002
2001
2000
3.34
3.28
2.58
2.02
2.17
2.36
As defined by Item 503(d) of Regulation S-K of the SEC,
"Earnings" represent the aggregate of (a) income before the cumulative effect of
an accounting change and before undistributed income of equity investees,
(b) taxes based on income, (c) investment tax credit adjustments - net and
(d) fixed charges, less preferred security dividend requirements of consolidated
subsidiaries and capitalized interest. "Fixed Charges" as defined by Item 503(d)
of Regulation S-K of the SEC include interest (whether expensed or capitalized),
related amortization, estimated interest applicable to rentals charged to
operating expenses, and preferred security dividend requirements of consolidated
subsidiaries.
FORWARD-LOOKING STATEMENTS
In this prospectus and from time to time, we make
statements concerning our expectations, beliefs, plans, objectives, goals,
strategies, and future events or performance. Such statements are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Although we believe that these forward-looking
statements and the underlying assumptions are reasonable, we cannot provide
assurance that they will prove correct. Except to the extent required by the
federal securities laws, we undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Forward-looking statements involve a number of risks and
uncertainties, and there are factors that could cause actual results to differ
materially from those expressed or implied in the statements. Some of those
factors (in addition to others described elsewhere in this prospectus and in
subsequent securities filings) include:
resolution of pending and future rate cases and negotiations, including
  various performance-based rate discussions and implementation of new Texas
  legislation, and other regulatory proceedings, including those related to our
  System Agreement and our utility supply plan;
our ability to manage our operation and maintenance costs;
the performance of our generating plants, and particularly the capacity
  factors at our nuclear generating facilities;
prices for power generated by our unregulated generating facilities, the
  ability to hedge, sell power forward or otherwise reduce the market price risk
  associated with those facilities, including the Non-Utility Nuclear plants,
  the ability to meet credit support requirements, and the prices and
  availability of power we must purchase for our utility customers;
our ability to develop and execute on a point of view regarding prices of
  electricity, natural gas, and other energy-related commodities;
changes in the financial markets, particularly those affecting the
  availability of capital and our ability to refinance existing debt, execute
  our share repurchase program, and fund investments and acquisitions;
actions of rating agencies, including changes in the ratings of debt and
  preferred stock, changes in general corporate ratings, and changes in the
  rating agencies' ratings criteria;
changes in inflation, interest rates, and foreign currency exchange rates;
our ability to purchase and sell assets at attractive prices and on other
  attractive terms;
volatility and changes in markets for electricity, natural gas, uranium,
  and other energy-related commodities;
changes in utility regulation, including the beginning or end of retail
  and wholesale competition, the ability to recover net utility assets and other
  potential stranded costs, the establishment of a regional transmission
  organization that includes our utility service territory, and the application
  of market power criteria by the FERC;
changes in regulation of nuclear generating facilities and nuclear
  materials and fuel, including possible shutdown of nuclear generating
  facilities, particularly those in the northeastern United States;
uncertainty regarding the establishment of interim or permanent sites for
  spent nuclear fuel storage and disposal;
resolution of pending or future applications for license extensions or
  modifications of nuclear generating facilities;
changes in law resulting from the new federal energy legislation,
  including the effects of PUHCA repeal;
changes in environmental, tax, and other laws, including requirements for
  reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances;
the economic climate, and particularly growth in our service territory;
variations in weather and the occurrence of hurricanes and other storms
  and disasters, including uncertainties associated with efforts to remediate
  the effects of Hurricanes Katrina and Rita and recovery of costs associated
  with restoration including our ability to obtain financial assistance from
  governmental authorities in connection with these storms;
the outcome of the Chapter 11 bankruptcy proceeding of Entergy New
  Orleans, and the impact, if any, of this proceeding on other Entergy
  companies;
the potential effects of threatened or actual terrorism and war;
the effects of our strategies to reduce tax payments;
the effects of litigation and government investigations;
changes in accounting standards, corporate governance, and securities law
  requirements; and
our ability to attract and retain talented management and directors.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 with the
SEC under the Securities Act of 1933. This prospectus is part of the
registration statement, but the registration statement also contains or
incorporates by reference additional information and exhibits. We are subject to
the informational requirements of the Securities Exchange Act of 1934 and,
therefore, we are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our filings are available to the
public on the Internet at the SEC's home page located at
http://www.sec.gov
or you may read and copy any document at the SEC's public reference room located
at 100 F Street, N.E., Washington, D.C. 20549. Call the SEC at 1-800-732-0330
for more information about the public reference room and how to request
documents.
The SEC allows us to "incorporate by reference" the
information filed by us with the SEC, which means we can refer you to important
information without restating it in this prospectus. The information
incorporated by reference is an important part of this prospectus. We
incorporate by reference the documents listed below:
Our Annual Report on Form 10-K for the fiscal year ended December 31,
  2004;
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005,
  June 30, 2005 and September 30, 2005;
Our Current Reports on Form 8-K dated May 18, 2005 (filed May 19, 2005),
  dated May 13, 2005 (filed May 19, 2005), dated May 25, 2005 (filed June 1,
  2005), dated June 1, 2005 (filed June 14, 2005), dated July 28, 2005 (filed
  August 3, 2005), dated September 6, 2005 (filed September 6, 2005), dated
  September 20, 2005 (filed September 20, 2005), dated September 22, 2005 (filed
  September 28, 2005), dated September 28, 2005 (filed October 4, 2005), dated
  October 19, 2005 (filed October 19, 2005), and dated October 28, 2005 (filed
  November 2, 2005); and
Our definitive proxy statement dated March 13, 2005, filed on March 25,
  2005 in connection with our 2005 annual meeting of stockholders.
We will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the reports or
documents that have been incorporated by reference in this prospectus but not
delivered with the prospectus. You may access a copy of any or all of these
filings, free of charge, at our web site
http://www.entergy.com
or by
writing or telephoning us at the following address:
Mr. Christopher T. Screen
Assistant Secretary
Entergy Corporation
500 Clinton Center Drive
Clinton, Mississippi 39056
(601) 339-2363
You may also direct your requests via e-mail to cscreen@entergy.com.
You should rely only on the information incorporated by
reference or provided in this prospectus. We have not, and the underwriters have
not, authorized anyone else to provide you with different information about us
or the securities. We are not, and the underwriters are not, making an offer of
the securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any other date
than the date on the front of this document or that the documents incorporated
by reference in this prospectus are accurate as of any date other than the date
those documents were filed with the SEC. Our business, financial condition,
results of operations and prospects may have changed since those dates.
USE OF PROCEEDS
The net proceeds from the sale of the Corporate Units in this
offering are estimated to be approximately $
million (approximately $
million if
the underwriters fully exercise their over-allotment option to purchase
additional Corporate Units), after deducting the underwriting discounts and
commissions and estimated offering expenses. We will use these net proceeds to
repay debt incurred under our $2 billion five-year revolving credit facility
which expires in May 2010. At
, 2005, we had approximately $
billion of debt
outstanding under this facility (including letters of credit issued against this
facility) and the debt had a weighted average interest rate of
%.
COMMON STOCK PRICE RANGE AND DIVIDENDS
The shares of our common stock are listed on the
New York Stock Exchange, the Chicago Stock Exchange, and the Pacific Stock
Exchange under the ticker symbol ETR.
The following table sets forth the range of intra-day high
and low sale prices, as reported on the NYSE Composite Tape, and the cash
dividends declared on our common stock for the periods indicated:
Price
      Range
High
Low
Dividends
2003
First Quarter
$
49.55
$42.26
$0.35
Second Quarter
$
54.38
$45.90
$0.35
Third Quarter
$
54.99
$47.75
$0.45
Fourth Quarter
$
57.24
$51.06
$0.45
2004
First Quarter
$
60.20
$56.01
$0.45
Second Quarter
$
59.92
$50.64
$0.45
Third Quarter
$
61.98
$54.43
$0.45
Fourth Quarter
$
68.67
$60.08
$0.54
2005
First Quarter
$
72.00
$64.48
$0.54
Second Quarter
$
76.60
$69.35
$0.54
Third Quarter
$
79.22
$70.52
$0.54
Fourth Quarter (through
      November 30, 2005)
$
75.99
$67.16
On November 30, 2005, the reported last sale price of our
common stock on the New York Stock Exchange was $70.00 per share.
As of November 14, 2005, we had 49,569
stockholders of record and 207,479,783
shares of common stock outstanding.
Declarations of dividends on our common stock are made at the discretion of
our Board of Directors. Among other things, the Board evaluates the level of our
common stock dividends based upon our earnings, financial strength, and future
investment opportunities.
ACCOUNTING TREATMENT
The net proceeds from the sale of the Corporate Units will be
allocated between the purchase contracts and the senior notes in our financial
statements based on the underlying fair value of each instrument at the time of
issuance. The present value of the Corporate Units contract adjustment payments
will be initially recorded as a reduction to common stockholders' equity (common
stock and paid-in capital), with an offsetting credit to liabilities. This
liability is accreted over three years by interest charges to the income
statement based on a constant rate calculation. Subsequent contract adjustment
payments will reduce this liability.
The purchase contracts are forward transactions in our common
stock. Upon settlement of each purchase contract, we will receive $50 pursuant
to that purchase contract and will issue the requisite number of shares of our
common stock. The $50 we receive will be credited to common stockholders' equity
(common stock and paid-in capital).
Before the issuance of shares of our common stock upon
settlement of the purchase contracts, the purchase contracts will be reflected
in our diluted earnings per share calculations using the treasury stock method.
Under this method, the number of shares of our common stock used in calculating
diluted earnings per share, based on the settlement formula applied at the end
of each reporting period, is deemed to be increased by the excess, if any, of
the number of shares that would be issued upon settlement of the purchase
contracts less the number of shares that could be purchased by us in the market,
at the average market price during the period, using the proceeds receivable
upon settlement. Consequently, we anticipate there will be no dilutive effect on
our earnings per share except during periods when the average market price of
our common stock is above the threshold appreciation price of
$                  .
DESCRIPTION OF THE EQUITY UNITS
The following is a summary of some of the terms of the Equity
Units. This summary together with the summary of the terms of the purchase
contracts, the purchase contract and pledge agreement and the senior notes set
forth under the captions "Description of the Purchase Contracts," "Certain
Provisions of the Purchase Contracts and the Purchase Contract and Pledge
Agreement," "Description of the Senior Notes" and "Description of the Common
Stock" in this prospectus contains a description of all of the material terms of
the Equity Units but is not complete, and we refer you to the agreements which
will govern your rights as holders of the Equity Units and which have been or
will be filed or incorporated by reference as exhibits to the registration
statement of which this prospectus is a part.
General
We will issue the Equity Units under the purchase contract
and pledge agreement between us and The Bank of New York, as purchase contract
agent and trustee (the "purchase contract agent") and JPMorgan Chase Bank, N.A.,
as collateral agent, custodial agent and securities intermediary (the
"collateral agent"). The Equity Units may be either Corporate Units or Treasury
Units. The Equity Units will initially consist of Corporate Units, each with a
stated amount of $50.
Each Corporate Unit offered by us will consist of:
a purchase contract under which the holder will agree
      to purchase from us on February 17, 2009, which we refer to as the
      "purchase contract settlement date," or upon early settlement, for $50, a
      number of shares of our common stock equal to the applicable settlement
      rate described under "Description of the Purchase Contracts - General" or
      "Description of the Purchase Contracts - Early Settlement," as the case
      may be, and under which we will pay to the holder quarterly contract
      adjustment payments at the rate of        % of the $50 stated amount per
      year, or $        per year; and
either:
a 1/20, or 5%, undivided beneficial ownership
        interest in a $1,000 principal amount senior note initially due February
        17, 2011 issued by us, and under which we will pay to the holder 1/20,
        or 5%, of the interest payment on a $1,000 principal amount senior note
        at the initial rate of        %, or $         per year; or
following a successful optional remarketing or a
        special event redemption, the applicable ownership interest in a
        portfolio of U.S. Treasury securities, which we refer to as the
        "Treasury portfolio."
"Applicable ownership interest" means, with respect to a
Corporate Unit and the U.S. Treasury securities in the Treasury portfolio,
(1) a 1/20, or 5%, undivided beneficial ownership interest in
$1,000 face amount of U.S. Treasury securities (or principal or interest strips
thereof) included in the Treasury portfolio that mature on February 15, 2009,
and
(2) for each scheduled interest payment date on the senior
notes that occurs after the date of a special event redemption and on or before
the purchase contract settlement date, in the case of a special event
redemption, or for the scheduled interest payment date occurring on February 17,
2009, in the case of a successful optional remarketing, a       % undivided
beneficial ownership interest in $1,000 face amount of U.S. Treasury securities
(or principal or interest strips thereof) included in the Treasury portfolio
that mature on or prior to the business day immediately preceding such payment
date.
The fair market value of the Corporate Units we issue will be
recorded in our financial statements based on an allocation between the purchase
contracts and the senior notes in proportion to their respective fair market
values at the time of issuance. Under the purchase contract and pledge
agreement, you will be deemed to have agreed to allocate all of the purchase
price to your undivided interest in the senior notes, so your initial tax basis
in each purchase contract will be $0.00 and the initial tax basis in the
undivided beneficial ownership interest in a senior note will be $50. This
position will be binding on each beneficial owner of each Equity Unit, but not
on the IRS.
So long as the units are in the form of Corporate Units, the
related undivided beneficial ownership interest in the senior note or the
applicable ownership interest in the Treasury portfolio, as the case may be,
will be pledged to us through the collateral agent to secure the holders'
obligations to purchase our common stock under the related purchase contracts.
Creating Treasury Units by Substituting a Treasury Security
for a Senior Note
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a special event redemption,
each holder of 20 Corporate Units may create, at any time on or prior to the
second business day immediately preceding the first day of the final remarketing
period referred to under "Description of the Purchase Contracts - Remarketing"
below (subject to an optional remarketing as described below), 20 Treasury Units
by substituting for a senior note a zero-coupon U.S. Treasury security (CUSIP
No. 912820JW8) with a principal amount at maturity equal to $1,000 and maturing
on February 15, 2009, and payable on the purchase contract settlement date,
which we refer to as a "Treasury security." This substitution would create 20
Treasury Units and the related senior note would be released to the holder and
would be separately tradable from the Treasury Units. Because Treasury
securities and senior notes are issued in integral multiples of $1,000, holders
of Corporate Units may make the substitution only in integral multiples of 20
Corporate Units. If the Treasury portfolio has replaced the senior notes as a
component of the Corporate Units as a result of a special event redemption,
holders of Corporate Units may substitute Treasury securities for the applicable
ownership interests in the Treasury portfolio only in integral multiples of
       Corporate Units. If there has been a successful optional remarketing,
holders may not create Treasury Units from Corporate Units.
Each Treasury Unit will consist of:
a purchase contract under which the holder will agree
      to purchase from us on the purchase contract settlement date, or upon
      early settlement, for $50, a number of shares of our common stock equal to
      the applicable settlement rate, and under which we will pay to the holder
      quarterly contract adjustment payments at the rate of       % of the
      stated amount per year; and
a 1/20, or 5%, undivided beneficial ownership
      interest in a Treasury security.
The term "business day" means any day other than a Saturday
or a Sunday or a day on which banking institutions and trust companies in New
York City, New York are authorized or required by law or executive order to
remain closed.
The Treasury Unit holder's beneficial ownership interest in
the Treasury security will be pledged to us through the collateral agent to
secure the holder's obligation to purchase our common stock under the related
purchase contracts.
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units, to create 20 Treasury Units, a holder is
required to:
deposit with the collateral agent a Treasury
      security, which must be purchased in the open market at the expense of the
      Corporate Unit holder; and
transfer to the purchase contract agent 20 Corporate
      Units, accompanied by a notice stating that the holder of the Corporate
      Units has deposited a Treasury security with the collateral agent, and
      requesting that the purchase contract agent instruct the collateral agent
      to release the related senior note.
Upon receiving instructions from the purchase contract agent
and receipt of the Treasury security, the collateral agent will release the
related senior note from the pledge and deliver it to the purchase contract
agent on behalf of the holder, free and clear of our security interest. The
purchase contract agent then will:
cancel the 20 Corporate Units;
transfer the related senior note to the holder; and
deliver 20 Treasury Units to the holder.
The Treasury security will be substituted for the senior note
and will be pledged to us through the collateral agent to secure the holder's
obligation to purchase shares of our common stock under the related purchase
contracts. The senior note thereafter will trade separately from the Treasury
Units.
If the Treasury portfolio has replaced the senior notes as a
component of the Corporate Units as a result of a special event redemption, the
Corporate Unit holder will follow the same procedure to create a Treasury Unit,
except the holder will have to deposit integral multiples of        Corporate
Units and the purchase contract agent will transfer the related applicable
ownership interests in the Treasury portfolio.
Holders who create Treasury Units or recreate Corporate
Units, as discussed below, will be responsible for any fees or expenses payable
to the collateral agent in connection with substitutions of collateral. See
"Certain Provisions of the Purchase Contracts and the Purchase Contract and
Pledge Agreement - Miscellaneous."
Recreating Corporate Units
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a special event redemption,
each holder of 20 Treasury Units will have the right, at any time on or prior to
the second business day immediately preceding the first day of the final
remarketing period (subject to an optional remarketing as described below), to
substitute for the related Treasury security held by the collateral agent a
senior note having an aggregate principal amount equal to $1,000. This
substitution would recreate 20 Corporate Units and the applicable Treasury
security would be released to the holder and would be separately tradable from
the Corporate Units. Because Treasury securities and senior notes are issued in
integral multiples of $1,000, holders of Treasury Units may make the
substitution only in integral multiples of 20 Treasury Units. If the Treasury
portfolio has replaced the senior notes as a component of the Corporate Units as
a result of a special event redemption, holders of Treasury Units may substitute
applicable ownership interests in the Treasury portfolio for Treasury securities
only in integral multiples of        Treasury Units. If there has been a
successful optional remarketing, holders may not recreate Corporate Units from
Treasury Units.
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units, to recreate 20 Corporate Units, a holder
is required to:
deposit with the collateral agent a $1,000 principal
      amount senior note, which must be purchased in the open market at the
      expense of the Treasury Unit holder, unless otherwise owned by the holder;
      and
transfer to the purchase contract agent 20 Treasury
      Units, accompanied by a notice stating that the holder of the Treasury
      Units has deposited a $1,000 principal amount senior note with the
      collateral agent, and requesting that the purchase contract agent instruct
      the collateral agent to release the related Treasury security.
Upon receiving instructions from the purchase contract agent
and receipt of the $1,000 principal amount senior note, the collateral agent
will release the related Treasury security from the pledge and deliver it to the
purchase contract agent, on behalf of the holder, free and clear of our security
interest. The purchase contract agent then will:
cancel the 20 Treasury Units;
transfer the related Treasury security to the holder;
      and
deliver 20 Corporate Units to the holder.
The $1,000 principal amount senior note will be substituted
for the Treasury security and will be pledged to us through the collateral agent
to secure the holder's obligation to purchase shares of our common stock under
the related purchase contracts. The Treasury security thereafter will trade
separately from the Corporate Units.
If the Treasury portfolio has replaced the senior notes as a
component of the Corporate Units as a result of a special event redemption, the
Treasury Unit holder will follow the same procedure to create a Corporate Unit,
except the holder will have to deposit integral multiples of        Treasury
Units and must deposit applicable ownership interests in the Treasury portfolio
with the collateral agent, which must be purchased in the open market at the
expense of the Treasury Unit holder.
Current Payments
Holders of Corporate Units and Treasury Units will receive
quarterly contract adjustment payments payable by us at the rate of       % per
year on the stated amount of $50 per Equity Unit until the earliest of the
purchase contract settlement date, the early settlement date (in the case of a
cash merger early settlement, as described in "Description of the Purchase
Contracts - Early Settlement Upon Cash Merger") and the most recent quarterly
payment date on or before any other early settlement of the related purchase
contracts (in the case of an early settlement as described in "Description of
the Purchase Contracts - Early Settlement"). In addition, holders of Corporate
Units will receive quarterly cash distributions consisting of their pro rata
share of interest payments on the senior notes attributable to the undivided
beneficial ownership interest in the senior notes (or distributions on the
applicable ownership interest in the Treasury portfolio if the senior notes have
been replaced by the Treasury portfolio), equivalent to the rate of       % per
year. There will be no distributions in respect of the Treasury securities that
are a component of the Treasury Units, but the holders of the Treasury Units
will continue to receive the scheduled quarterly interest payments on the senior
notes that were released to them when the Treasury Units were created for as
long as they hold the senior notes. We will make all contract adjustment
payments on the Corporate Units and the Treasury Units quarterly in arrears on
February 17, May 17, August 17 and November 17 of each year, commencing
               17, 2006.
Voting and Certain Other Rights
Holders of purchase contracts forming part of the Corporate
Units or Treasury Units, in their capacities as such holders, will have no
voting or other rights in respect of our common stock.
Repurchase of the Equity Units
We may purchase from time to time any of the Equity Units
offered by this prospectus that are then outstanding by tender, in the open
market, by private agreement or otherwise, subject to compliance with applicable
law.
DESCRIPTION OF THE PURCHASE CONTRACTS
The following description is a summary of some of the terms
of the purchase contracts. The purchase contracts will be issued pursuant to the
purchase contract and pledge agreement between us, the purchase contract agent
and the collateral agent. The description of the purchase contracts and the
purchase contract and pledge agreement in this prospectus contain a summary of
their material terms but do not purport to be complete, and reference is hereby
made to the purchase contract and pledge agreement that has been filed as an
exhibit to the registration statement of which this prospectus is a part.
Purchase of Common Stock
Each purchase contract that is a part of a Corporate Unit or
a Treasury Unit will obligate its holder to purchase, and us to sell, on
February 17, 2009, the purchase contract settlement date (unless the purchase
contract terminates prior to that date or is settled early at the holder's
option), a number of shares of our common stock equal to the settlement rate,
for $50 in cash. The number of shares of our common stock issuable upon
settlement of each purchase contract on the purchase contract settlement date
(which we refer to as the "settlement rate") will be determined as follows,
subject to adjustment as described under " - Anti-Dilution Adjustments" below:
(1) If the applicable market value (as defined below) of our
common stock is greater than or equal to $      (subject to adjustment), which
we refer to as the "threshold appreciation price," the settlement rate will be
        (the "minimum settlement rate").
Accordingly, if the market value for the common stock increases between the date
of this prospectus and the period during which the applicable market value is
measured and the applicable market value is greater than the threshold
appreciation price, the aggregate market value of the shares of common stock
issued upon settlement of each purchase contract will be higher than the stated
amount, assuming that the market price of the common stock on the purchase
contract settlement date is the same as the applicable market value of the
common stock. If the applicable market value is the same as the threshold
appreciation price, the aggregate market value of the shares issued upon
settlement will be equal to the stated amount, assuming that the market price of
the common stock on the purchase contract settlement date is the same as the
applicable market value of the common stock.
(2) If the applicable market value of our common stock is less than the
threshold appreciation price of $         but greater than $        (subject to
adjustment), which we refer to as the "reference price," the settlement rate
will be a number of shares having a value, based on the applicable market value,
equal to $50.
Accordingly, if the market value for the common stock increases between the date
of this prospectus and the period during which the applicable market value is
measured, but the applicable market value does not exceed the threshold
appreciation price, the aggregate market value of the shares of common stock
issued upon settlement of each purchase contract will be equal to the stated
amount, assuming that the market price of the common stock on the purchase
contract settlement date is the same as the applicable market value of the
common stock.
(3) If the applicable market value of our common stock is
less than or equal to the reference price of $        , the settlement rate will
be          (the "maximum settlement rate").
Accordingly, if the market value for the common stock decreases between the date
of this prospectus and the period during which the applicable market value is
measured and the applicable market value is less than the reference price, the
aggregate market value of the shares of common stock issued upon settlement of
each purchase contract will be less than the stated amount, assuming that the
market price on the purchase contract settlement date is the same as the
applicable market value of the common stock. If the applicable market value is
the same as the reference price, the aggregate market value of the shares will
be equal to the stated amount, assuming that the market price of the common
stock on the purchase contract settlement date is the same as the applicable
market value of the common stock.
If you elect to settle your purchase contract early in the
manner described under " - Early Settlement," the number of shares of our common
stock issuable upon settlement of such purchase contract will be         , the
minimum settlement rate, subject to adjustment as described under " -
Anti-Dilution Adjustments." We refer to the minimum settlement rate and the
maximum settlement rate collectively as the "fixed settlement rates."
"Applicable market value" means the average of the closing
price per share of our common stock on each of the twenty consecutive trading
days ending on the third trading day immediately preceding the purchase contract
settlement date. The threshold appreciation price represents a         %
appreciation over the reference price of $      .
The term "closing price" of shares of our common stock means,
on any date of determination:
(1) the closing sale price of shares of our common stock as
of the close of the principal trading session (or, if no closing sale price is
reported, the last reported sale price) per share on the New York Stock Exchange
on such date; or
(2) if shares of our common stock are not listed for trading
on the New York Stock Exchange on any such date, the closing sale price (or, if
no closing price is reported, the last reported sale price) per share as
reported in the composite transactions for the principal United States
securities exchange on which our common stock is so listed; or
(3) if shares of our common stock are not so listed on a
United States national or regional securities exchange, the closing sale price
(or, if no closing price is reported, the last reported sale price) per share as
reported by The Nasdaq National Market; or
(4) if shares of our common stock are not so reported by The
Nasdaq National Market, the last reported quoted bid price for our common stock
in the over-the-counter market; or
(5) if such bid price is not available, the average of the
mid-point of the last bid and not prices of shares of our common stock on such
date from at least three nationally recognized independent investment banking
firms retained by us for this purpose.
The term "trading day" means a day on which shares of our
common stock:
are not suspended from trading on any United States
      national or regional securities exchange or association or
      over-the-counter market at the close of business; and
have traded at least once on the United States
      national or regional securities exchange or association or
      over-the-counter market that is the primary market for the trading of the
      shares of our common stock.
We will not issue any fractional shares of our common stock
upon settlement of a purchase contract. Instead of a fractional share, the
holder will receive an amount of cash equal to such fraction multiplied by the
applicable market value. If, however, a holder surrenders for settlement at one
time more than one purchase contract, then the number of shares of our common
stock issuable pursuant to such purchase contracts will be computed based upon
the aggregate number of purchase contracts surrendered.
Unless:
a holder has settled the related purchase contracts
      early by delivery of cash to the purchase contract agent in the manner
      described under " - Early Settlement" or " - Early Settlement Upon Cash
      Merger";
a holder of Corporate Units has settled the related
      purchase contracts with separate cash in the manner described under " -
      Notice to Settle with Cash"; or
an event described under " - Termination" has
      occurred,
then, on the purchase contract settlement date,
in the case of Corporate Units where there has been
        a successful final remarketing, the portion of the proceeds from the
        remarketing equal to the principal amount of the senior notes remarketed
        will automatically be applied to satisfy in full the holder's
        obligations to purchase our common stock under the related purchase
        contracts and any excess proceeds will be delivered to the purchase
        contract agent for the benefit of the holders of Corporate Units; and
in the case of Corporate Units where the Treasury
        portfolio has replaced the senior notes as a component of the Corporate
        Units, the portion of the proceeds of the appropriate applicable
        ownership interests in the Treasury portfolio when paid at maturity
        equal to the stated amount of $50 per our Corporate Unit will
        automatically be applied to satisfy in full the holder's obligation to
        purchase common stock under the related purchase contracts and any
        excess proceeds will be delivered to the purchase contract agent for the
        benefit of the holders of Corporate Units; and
in the case of Corporate Units where there has not
        been a successful remarketing and the Treasury portfolio has not
        replaced the senior notes as a component of the Corporate Units, unless
        holders of Corporate Units elect not to exercise their put right by
        delivering cash to settle their purchase contracts (see " -
        Remarketing"), such holders will be deemed to have elected to apply a
        portion of the proceeds of the put price equal to the principal amount
        of the senior notes to satisfy in full the holder's obligations to
        purchase our common stock under the related purchase contracts and any
        excess proceeds will be delivered to the purchase contract agent for the
        benefit of the holders of Corporate Units; and
in the case of Treasury Units, the proceeds of the
        related Treasury securities, when paid at maturity, will automatically
        be applied to satisfy in full the holder's obligation to purchase our
        common stock under the related purchase contracts.
The common stock will then be issued and delivered to the
holder or the holder's designee, upon presentation and surrender of the
certificate evidencing the Corporate Units or the Treasury Units, if in
certificated form, and payment by the holder of any transfer or similar taxes
payable in connection with the issuance of the common stock to any person other
than the holder.
Prior to the settlement of a purchase contract, the shares of
our common stock underlying each purchase contract will not be outstanding, and
the holder of a purchase contract will not have any voting rights, rights to
dividends or other distributions or other rights of a holder of our common stock
by virtue of holding such purchase contract.
By purchasing a Corporate Unit or a Treasury Unit, a holder
will be deemed to have, among other things:
irrevocably appointed the purchase contract agent as
      its attorney-in-fact to enter into and perform the purchase contract and
      the related purchase contract and pledge agreement in the name of and on
      behalf of such holder; and
agreed to be bound by the terms and provisions of the
      Corporate Units and Treasury Units and perform its obligations under the
      related purchase contract and the purchase contract and pledge agreement.
In addition, each beneficial owner of an Equity Unit, by
acceptance of the beneficial interest therein, will be deemed to have agreed to
treat itself as the owner of the related senior note, applicable ownership
interests in the Treasury portfolio or Treasury security, as the case may be,
and to treat the senior notes as indebtedness for United States federal, state
and local income and franchise tax purposes.
Remarketing
Pursuant to the remarketing agreement among Citigroup Global
Markets Inc., as the remarketing agent, us and the purchase contract agent (as
attorney-in-fact of the holders), unless a special event redemption or a
termination event has occurred, remarketing of the senior notes underlying the
Corporate Units will be attempted as described below.
Unless a special event redemption or a termination event has
occurred, we may elect, at our option, for a remarketing of the senior notes to
occur on any optional remarketing date selected by us between November 3, 2008
and November 13, 2008 (the second business day preceding the November 17, 2008
interest payment date) or (unless a successful optional remarketing has already
occurred) between December 1, 2008 and December 11, 2008, whereby the aggregate
principal amount of senior notes that are a part of Corporate Units and any
separate senior notes whose holders have elected to participate in the
remarketing, as described under "Description of the Senior Notes - Remarketing
of the Senior Notes that are not Included in Corporate Units at the Option of
the Holder," will be remarketed. We refer to each of these remarketings as an
"optional remarketing" and each such period as an "optional remarketing period."
We will issue a press release and request that the depositary notify its
participants holding Corporate Units, Treasury Units and separate senior notes
of our election to conduct an optional remarketing during an optional
remarketing period no later than 15 days prior to the first day of such optional
remarketing period. In such press release and notice, we will set forth the
proposed optional remarketing date or dates, applicable procedures for holders
of separate senior notes to participate in the optional remarketing, the
applicable procedures for holders of Corporate Units to create Treasury Units,
the applicable procedures for holders of Corporate Units to settle their
purchase contracts early and any other applicable procedures. In connection with
an optional remarketing, the remarketing agent will use its reasonable efforts
to obtain a price for the remarketed senior notes that results in proceeds of at
least 100% of the purchase price for the Treasury portfolio described below
(including, in the case of an optional remarketing occurring between December 1,
2008, and December 11, 2008, accrued and unpaid interest (assuming no reset of
the interest rate) to the remarketing settlement date). To obtain that price,
the remarketing agent may reset the interest rate on the senior notes, as
described under "Description of the Senior Notes - Interest Rate Reset and
Extended Maturity Date." We will separately pay a fee to the remarketing agent,
as determined by negotiation with the remarketing agent. Holders whose senior
notes are remarketed will not be responsible for the payment of any remarketing
fee in connection with the remarketing.
If we elect to conduct an optional remarketing on an optional
remarketing date:
you may not settle a purchase contract that is part
      of a Corporate Unit early during the period beginning the second business
      day prior to the first day of the optional remarketing period until the
      third business day following the last day of the optional remarketing
      period;
you may not create Treasury Units during that same
      period; and
you may not recreate Corporate Units from Treasury
      Units during that same period.
If we elect to conduct an optional remarketing on an optional
remarketing date, and such remarketing is successful:
settlement of the remarketed senior notes will occur
      on November 17, 2008 (in the case of an optional remarketing occurring
      between November 3, 2008 and November 13, 2008) or the third business day
      following the date of such successful optional remarketing (in the case of
      an optional remarketing occurring between December 1, 2008 and December
      11, 2008);
the interest rate on the senior notes will be reset
      on the reset effective date, which will be the settlement date of such
      successful optional remarketing, as described below under "Description of
      the Senior Notes - Interest";
your Corporate Units will consist of a purchase
      contract and the applicable ownership interest in the Treasury portfolio;
      and
you may not create Treasury Units or recreate
      Corporate Units from Treasury Units.
If we do not elect to conduct an optional remarketing or, if
we do elect to conduct an optional remarketing but the optional remarketing is
not successful, the senior notes will continue to be a component of the
Corporate Units.
For the purposes of a successful optional remarketing,
"Treasury portfolio purchase price" means the lowest aggregate ask-side price
quoted by a primary U.S. government securities dealer to the quotation agent
between 9:00 a.m. and 11:00 a.m., New York City time,
on the optional
remarketing date for the purchase of the Treasury portfolio for settlement on
the optional remarketing settlement date which will be, in the case of an
optional remarketing occurring between November 3 and November 13, 2008,
November 17, 2008, or, in the case of an optional remarketing occurring between
December 1 and December 11, 2008, the third business day immediately following
such successful optional remarketing date.
Following a successful optional remarketing, the remarketing
agent will purchase, at the Treasury portfolio purchase price, a Treasury
portfolio consisting of:
U.S. Treasury securities (or principal or interest
      strips thereof) that mature on February 15, 2009 in an aggregate amount
      equal to the aggregate principal amount of the senior notes underlying the
      aggregate applicable ownership interests in senior notes comprising the
      Corporate Units on the optional remarketing date, and
U.S. Treasury securities (or principal or interest
      strips thereof) that mature on February 15, 2009 in an aggregate amount
      equal to the aggregate interest payment (assuming no reset of the interest
      rate) that would have been paid to the holders of the Corporate Units on
      the purchase contract settlement date on the aggregate principal amount of
      the senior notes underlying the aggregate applicable ownership interests
      in senior notes comprising the Corporate Units on the optional remarketing
      date.
The remarketing agent will deduct the Treasury portfolio
purchase price from the proceeds of the optional remarketing. Any remaining
proceeds of the optional remarketing will be remitted by the remarketing agent
for the benefit of the holders and will be paid promptly after settlement of the
optional remarketing.
The applicable ownership interests in the Treasury portfolio
will be substituted for the applicable ownership interests in senior notes that
are components of the Corporate Units and will be pledged to us through the
collateral agent to secure the Corporate Unit holders' obligation under the
purchase contracts. On the purchase contract settlement date, a portion of the
proceeds from the Treasury portfolio equal to the aggregate principal amount of
the senior notes underlying the aggregate applicable ownership interests in
senior notes that are components of the Corporate Units at the time of
remarketing will automatically be applied to satisfy the Corporate Unit holders'
obligations to purchase common stock under the purchase contracts. In addition,
proceeds from the Treasury portfolio equal to the interest payment (assuming no
reset of the interest rate) that would have been attributable to the senior
notes that were components of the Corporate Units at the time of remarketing
will be paid on the purchase contract settlement date to the holders of the
Corporate Units.
If we do not elect to conduct an optional remarketing or, if
we do elect to conduct an optional remarketing but no successful optional
remarketing occurs during any optional remarketing period, unless a special
event redemption or a termination event has occurred, remarketing of the senior
notes will occur on a date or dates selected by us between February 2, 2009 (the
tenth business day immediately preceding the purchase contract settlement date)
and February 11, 2009 (the third business day immediately preceding the purchase
contract settlement date). We will issue a press release with respect to the
final remarketing and request that the depositary notify its participants
holding Corporate Units, Treasury Units and separate senior notes of the final
remarketing period no later than 15 days prior to the first day of the final
remarketing period. In such press release and notice, we will set forth the
final remarketing date or dates, the applicable procedures for holders of
separate senior notes to participate in the final remarketing, the applicable
procedures for holders of Corporate Units to create Treasury Units, the
applicable procedures for holders of Corporate Units to settle their purchase
contracts with separate cash and any other applicable procedures, including the
procedures that must be followed by a separate senior note holder in the case of
a failed final remarketing if a separate senior note holder wishes to exercise
its right to put its senior notes to us as described in this prospectus.
In connection with a final remarketing, the remarketing agent
will use its reasonable efforts to obtain a price for the senior notes to be
remarketed that results in proceeds of at least 100% of the aggregate principal
amount of such senior notes. To obtain that price, the remarketing agent will
reset the interest rate on the senior notes, as described under "Description of
the Senior Notes - Interest Rate Reset and Extended Maturity Date." Settlement
of a successful final remarketing, and the effective date of the reset rate,
will occur on the purchase contract settlement date.
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a special event redemption,
or an optional remarketing was successful, Corporate Unit holders have the
option to notify the purchase contract agent on or prior to the second business
day immediately prior to the first day of the final remarketing period of their
intention to settle the related purchase contracts with separate cash and
provide such cash on or prior to the business day immediately prior to the first
day of the final remarketing period. The senior notes of any holder who has
failed to give this notice and deliver such cash will be remarketed on the final
remarketing date or dates. In addition, holders of senior notes that do not
underlie Corporate Units may elect to participate in the remarketing as
described under "Description of the Senior Notes - Remarketing of Senior Notes
that are not Included in Corporate Units at the Option of the Holder."
Upon a successful final remarketing, the portion of the
proceeds equal to the aggregate principal amount of the senior notes will
automatically be applied to satisfy in full the Corporate Unit holders'
obligations to purchase common stock under the related purchase contracts. If
any proceeds remain after this application, the remarketing agent will remit
such remaining proceeds to the purchase contract agent for the benefit of the
holders. We will separately pay a fee to the remarketing agent, as determined by
negotiation with the remarketing agent. Holders whose senior notes are
remarketed will not be responsible for the payment of any remarketing fee in
connection with the remarketing.
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units as a result of a special event redemption
or upon a successful optional remarketing, if (1) despite using its reasonable
efforts, the remarketing agent cannot remarket the related senior notes on or
prior to February 11, 2009 (the third business day immediately preceding the
purchase contract settlement date), other than to us, at a price equal to or
greater than 100% of the aggregate principal amount of the senior notes being
remarketed, or (2) the remarketing has not occurred on or prior to February 11,
2009 because a condition precedent to the remarketing has not been fulfilled, in
each case resulting in no successful remarketing, holders of all senior notes
will have the right to put their senior notes to us for an amount equal to the
principal amount of their senior notes, plus accrued and unpaid interest, on the
purchase contract settlement date. A holder of Corporate Units will be deemed to
have automatically exercised this put right with respect to the senior notes
underlying such Corporate Units unless such holder has decided to settle the
purchase contract with separate cash as described below under "- Notice to
Settle with Cash" or unless, prior to 5:00 p.m., New York City time, on the
second business day immediately prior to the purchase contract settlement date,
such holder provides a written notice of an intention to settle the related
purchase contract with separate cash and on or prior to the business day
immediately preceding the purchase contract settlement date delivers to the
collateral agent $50 in cash per Corporate Unit. Such settlement with separate
cash may only be effected in integral multiples of 20 Corporate Units. If a
holder of Corporate Units so elects to settle with separate cash, upon receipt
of the required cash payment, the related senior notes underlying the Corporate
Units will be released from the pledge under the purchase contract and pledge
agreement and delivered promptly to the purchase contract agent for delivery to
the holder. The holder of the Corporate Units will then receive the applicable
number of shares of our common stock on the purchase contract settlement date.
The cash received by the collateral agent upon this settlement with separate
cash will be invested promptly in permitted investments, as defined in the
purchase contract and pledge agreement, and paid to us on the purchase contract
settlement date. Any funds received by the collateral agent in respect of the
investment earnings from such investments will be distributed to the purchase
contract agent for payment to the holders who settled with separate cash. Unless
a holder of Corporate Units has settled the related purchase contracts with
separate cash on or prior to the purchase contract settlement date, such holder
will be deemed to have elected to apply a portion of the proceeds of the put
price equal to the principal amount of the senior notes against such holder's
obligations to purchase our common stock under the related purchase contracts,
thereby satisfying such obligations in full, and we will deliver to such holder
our common stock pursuant to the related purchase contracts. Any amount of the
put price remaining following satisfaction of the related purchase contracts
will be paid to the Corporate Unit holder through the purchase contract agent.
If there has not been a successful optional remarketing on or
prior to the last date of the relevant optional remarketing period, if we elect
to conduct an optional remarketing, or in the case a successful final
remarketing, if no successful final remarketing has occurred on or prior to
February 11, 2009 (the third business day immediately preceding the purchase
contract settlement date), we will in each case cause a notice of the failed
remarketing of the senior notes to be published before 9:00 a.m., New York City
time, on the business day immediately following the last date of such optional
remarketing period, or in the case of the final remarketing, before 9:00 a.m.,
New York City time, on February 12, 2009 (the second business day immediately
preceding the purchase contract settlement date). The notice to be published
under this section will be validly published by making a timely release to any
appropriate news agency, including Bloomberg Business News and the Dow Jones
News Service. We will use commercially reasonable efforts to ensure that a
registration statement with regard to the full amount of the senior notes to be
remarketed will be effective in a form that may be used by the remarketing agent
in connection with the remarketing process (unless such registration statement
is not required under the applicable laws and regulations that are in effect at
that time) or unless we conduct any remarketing in accordance with an exemption
under the securities laws.
Early Settlement
Subject to the conditions described below and an optional
remarketing as described above, a holder of Corporate Units or Treasury Units
may settle the related purchase contracts at any time on or after March 1, 2006
and prior to 5:00 p.m., New York City time, on the second business day
immediately preceding the first day of the final remarketing period, in the case
of Corporate Units, unless a special event redemption or a successful optional
remarketing has occurred, or the second business day immediately preceding the
purchase contract settlement date, in the case of Treasury Units or Corporate
Units after the occurrence of a special event redemption or a successful
optional remarketing. Such early settlement may only be made in integral
multiples of 20 purchase contracts. If the Treasury portfolio has replaced the
senior notes as a component of the Corporate Units, holders of Corporate Units
may settle early only in integral multiples of
Corporate
Units prior to 5:00 p.m., New York City time, on the second business day
immediately preceding the purchase contract settlement date. In order to settle
purchase contracts early, a holder of Equity Units must deliver to the purchase
contract agent (1) a completed "Election to Settle Early" form, along with the
Corporate Unit or Treasury Unit certificate, if they are in certificated form
and (2) a cash payment in immediately available funds in an amount equal to:
$50 times the number of purchase contracts being
      settled; plus
if the delivery is made with respect to any purchase
      contract during the period from the close of business on any record date
      next preceding any payment date to the opening of business on such payment
      date, an amount equal to the contract adjustment payments payable on the
      payment date with respect to the purchase contracts being settled.
So long as you hold Equity Units as a beneficial interest in
a global security certificate deposited with the depositary, procedures for
early settlement will also be governed by standing arrangements between the
depositary and the purchase contract agent.
The early settlement right is also subject to the condition
that, if required under U.S. federal securities laws, we have a registration
statement under the Securities Act of 1933 in effect and an available prospectus
covering the shares of common stock and other securities, if any, deliverable
upon settlement of a purchase contract. We have agreed that, if required under
U.S. federal securities laws, we will use our commercially reasonable efforts to
(1) have a registration statement in effect covering those shares of common
stock and other securities, if any, to be delivered in respect of the purchase
contracts being settled and (2) provide a prospectus in connection therewith, in
each case in a form that may be used in connection with the early settlement
right (it being understood that if there is a material business transaction or
development that has not yet been publicly disclosed, we will not be required to
provide such a prospectus, and the early settlement right will not be available,
until we have publicly disclosed such transaction or development, provided that
we will use our commercially reasonable efforts to make such disclosure as soon
as it is commercially reasonable to do so).
Upon early settlement, except as described below in "Early
Settlement Upon Cash Merger," we will sell, and the holder will be entitled to
buy, the minimum settlement rate of        shares of our common stock for each
purchase contract being settled (regardless of the market price of our common
stock on the date of early settlement), subject to adjustment under the
circumstances described under " - Anti-Dilution Adjustments" below. We will
cause (1) the shares of our common stock to be issued and (2) the related senior
notes, applicable ownership interests in the Treasury portfolio or Treasury
securities, as the case may be, underlying the Equity Units and securing such
purchase contracts to be released from the pledge under the purchase contract
and pledge agreement, and delivered within three business days following the
early settlement date, in each case to the purchase contract agent for delivery
to the holder. Upon early settlement, the holder's right to receive future
contract adjustment payments will terminate, and no adjustment will be made to
or for the holder on account of any amounts accrued in respect of contract
adjustment payments since the most recent quarterly payment date.
If the purchase contract agent receives a completed "Election
to Settle Early" form, along with the Corporate Unit or Treasury Unit
certificate, if they are in certificated form, and payment of $50 for each
purchase contract being settled prior to 5:00 p.m., New York City time, on any
business day and all conditions to early settlement have been satisfied, then
that day will be considered the early settlement date. If the purchase contract
agent receives the foregoing on or after 5:00 p.m., New York City time, on any
business day or at any time on a day that is not a business day, then the next
business day will be considered the settlement date.
Early Settlement Upon Cash Merger
Subject to an optional remarketing as described above under "
- Remarketing," if we are involved in a consolidation with or merger into any
other person or any merger of another person into us (other than a merger that
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of our common stock), in each case in which 30% or more of
the total consideration paid to our shareholders consists of cash or cash
equivalents, which we refer to as a "cash merger," on or after March 1, 2006, a
holder of Equity Units may settle the related purchase contracts early with
cash, in integral multiples of 20 purchase contracts, at the applicable
settlement rate in effect immediately prior to the closing of the cash merger.
We refer to this right as the "cash merger early settlement right." If the
Treasury portfolio has replaced the senior notes as a component of the Corporate
Units, holders of Corporate Units may exercise the cash merger early settlement
right only in integral multiples of        Corporate Units. The cash merger
early settlement right is subject to the condition that at such time, if so
required under U.S. federal securities laws, there is in effect a registration
statement and an available prospectus covering shares of the common stock and
other securities, if any, to be delivered pursuant to the purchase contracts
being settled. We have agreed that, if required under U.S. federal securities
laws, we will use our commercially reasonable efforts to (1) have a registration
statement in effect covering the common stock and other securities, if any, to
be delivered in respect of the purchase contracts being settled and (2) provide
a prospectus in connection therewith, in each case in a form that may be used in
connection with the early settlement upon a cash merger.
We will provide each holder of Equity Units with a notice of
the completion of a cash merger within five business days thereof. The notice
will specify a date, which shall be at least ten days after the date of the
notice but no later than the earlier of 20 days after the date of such notice or
two business days prior to the first day of the final remarketing period, on
which cash merger early settlement will occur, provided that such date cannot
occur prior to March 1, 2006. The notice will set forth, among other things, the
applicable settlement rate and the amount of the cash, securities and other
consideration receivable by the holder upon settlement. To exercise the cash
merger early settlement right, a holder must deliver to the purchase contract
agent, at least three business days before the cash merger early settlement
date, the certificate evidencing the holder's Corporate Units or Treasury Units,
if in certificated form, and payment of the applicable purchase price in
immediately available funds.
If a holder exercises the cash merger early settlement right,
we will deliver to such holder on the cash merger early settlement date the kind
and amount of securities, cash or other property that such holder would have
been entitled to receive if it had settled the purchase contract immediately
before the cash merger at the settlement rate in effect at such time, together
with accrued and unpaid contract adjustment payments to the cash merger early
settlement date. Such holder will also receive the aggregate principal amount of
senior notes underlying its beneficial ownership interests in senior notes, the
applicable ownership interests in the Treasury portfolio or the Treasury
securities underlying its Corporate Units or Treasury Units, as the case may be.
If a holder does not elect to exercise the cash merger early settlement right,
its Corporate Units or Treasury Units will remain outstanding and subject to
normal settlement on the purchase contract settlement date.
Notice to Settle with Cash
Unless the Treasury portfolio has replaced the senior notes
as a component of the Corporate Units, a holder of Corporate Units may settle
the related purchase contract with separate cash by delivering the Corporate
Unit certificate, if in certificated form, at the offices of the purchase
contract agent with the completed "Notice to Settle with Cash" form prior to
5:00 p.m., New York City time, on the second business day immediately preceding
the first day of the final remarketing period. Holders of Corporate Units may
only cash settle purchase contracts in integral multiples of 20 purchase
contracts. Holders of Corporate Units may only settle the related purchase
contracts with separate cash following our notice of a final remarketing.
The holder must also deliver to the collateral agent a cash
payment in immediately available funds. Such payment must be delivered prior to
5:00 p.m., New York City time, on the business day immediately preceding the
first day of the final remarketing period.
Upon receipt of the required cash payment, the related senior
note will be released from the pledge arrangement and transferred to the
purchase contract agent for distribution to the holder of the related Corporate
Units. The holder of the Corporate Units will then receive the applicable number
of shares of our common stock on the purchase contract settlement date.
If a holder of Corporate Units that has given notice of its
intention to settle with cash fails to deliver the cash by the applicable time
and date specified above, the senior notes underlying such holder's Corporate
Units will automatically be remarketed, or if there is a failed final
remarketing such senior notes will be put to us (unless a holder elects to
settle with separate cash), as described under "- Remarketing" above.
Any cash received by the collateral agent upon cash
settlement will be invested promptly in permitted investments, as defined in the
purchase contract and pledge agreement, and paid to us on the purchase contract
settlement date. Any funds received by the collateral agent in respect of the
investment earnings from such investments will be distributed to the purchase
contract agent for payment to the holders who settled with cash.
Contract Adjustment Payments
Contract adjustment payments in respect of Corporate Units
and Treasury Units will be payable at a rate per year of        % of the stated
amount per purchase contract. Contract adjustment payments payable for any
period will be computed (1) for any full quarterly period on the basis of a
360-day year of twelve 30-day months and (2) for any period shorter than a full
quarterly period, on the basis of a 30-day month and, for any period less than a
month, on the basis of the actual number of days elapsed in a 30-day month.
Contract adjustment payments will accrue from the date of issuance of the
Corporate Units to (but excluding) the earliest of the purchase contract
settlement date, the early settlement date (in the case of a cash merger early
settlement) and the most recent quarterly payment date on or before any early
settlement of the related purchase contracts (in the case of early settlement
other than upon a cash merger), and will be payable quarterly in arrears on
February 17, May 17, August 17 and November 17 of each year, commencing
          17, 2006. We do not have the right to defer payment of these contract
adjustment payments.
Contract adjustment payments will be payable to the holders
of purchase contracts as they appear on the books and records of the purchase
contract agent on the relevant record dates, which will be on the first day of
the month in which the relevant payment date falls. These distributions will be
paid through the purchase contract agent, who will distribute amounts received
in respect of the contract adjustment payments for the benefit of the holders of
the purchase contracts relating to the Corporate Units and Treasury Units.
If any date on which contract adjustment payments are to be
made is not a business day, then payment of the contract adjustment payments
payable on that date will be made on the next succeeding day that is a business
day, and no interest or payment will be paid in respect of the delay.
Our obligations with respect to contract adjustment payments
will be subordinated and junior in right of payment to our obligations under any
of our senior indebtedness.
Anti-Dilution Adjustments
Each fixed settlement rate will be adjusted, without
duplication, if certain events occur:
(1) the issuance of our common stock as a dividend or
        distribution to all holders of our common stock, or a subdivision or
        combination of our common stock, in which event each fixed settlement
        rate will be adjusted based on the following formula:
where,
SR
0
= the fixed settlement rate in
              effect at the close of business on the record date
SR
1
= the fixed settlement rate in
              effect immediately after the record date
OS
0
= the number of shares of our
              common stock outstanding at the close of business on the record
              date prior to giving effect to such event
OS
1
= the number of shares of our
              common stock that would be outstanding immediately after, and
              solely as a result of, such event
(2) the issuance to all holders of our common stock
        of certain rights or warrants entitling them for a period expiring 60
        days or less from the date of issuance of such rights or warrants to
        purchase shares of our common stock (or securities convertible into our
        common stock) at less than (or having a conversion price per share less
        than) the current market price of our common stock as of the record
        date, in which event each fixed settlement rate will be adjusted based
        on the following formula:
where,
SR
0
= the fixed settlement rate in
              effect at the close of business on the record date
SR
1
= the fixed settlement rate in
              effect immediately after the record date
OS
0
= the number of shares of our
              common stock outstanding at the close of business on the record
              date
X = the total number of shares of our common
              stock issuable pursuant to such rights (or upon conversion of such
              securities)
Y = the aggregate price payable to exercise
              such rights (or the conversion price for such securities paid upon
              conversion) divided by the average of the closing prices of our
              common stock for the ten consecutive trading days prior to the
              business day immediately preceding the announcement of the
              issuance of such rights
However, each fixed settlement rate will be
        readjusted to the extent that any such rights or warrants are not
        exercised prior to their expiration.
(3) the dividend or other distribution to all holders
        of our common stock of shares of our capital stock (other than common
        stock) or evidences of our indebtedness or our assets (excluding any
        dividend, distribution or issuance covered by clauses (1) or (2) above
        or (4) or (5) below) in which event each fixed settlement rate will be
        adjusted based on the following formula:
where,
SR
0
= the fixed settlement rate in
              effect at the close of business on the record date
SR
1
= the fixed settlement rate in
              effect immediately after the record date
SP
0
= the current market price as of
              the record date
FMV = the fair market value (as determined by
              our board of directors), on the record date, of the shares of
              capital stock, evidences of indebtedness or assets so distributed,
              expressed as an amount per share of our common stock
However, if the transaction that gives rise to an
        adjustment pursuant to this clause (3) is one pursuant to which the
        payment of a dividend or other distribution on our common stock consist
        of shares of capital stock of, or similar equity interests in, a
        subsidiary or other business unit of ours, (i.e., a spin-off) that are,
        or, when issued, will be, traded on a U.S. securities exchange or quoted
        on The Nasdaq National Market or the Nasdaq Small Cap Market, then each
        fixed settlement rate will instead be adjusted based on the following
        formula:
where,
SR
0
= the fixed settlement rate in
              effect at the close of business on the record date
SR
1
= the fixed settlement rate in
              effect immediately after the record date
FMV
0
= the average of the closing
              prices of the capital stock or similar equity interests
              distributed to holders of our common stock applicable to one share
              of our common stock over the 10 consecutive trading days
              commencing on and including the third trading day after the date
              on which "ex-distribution trading" commences for such dividend or
              distribution on The Nasdaq National Market or the Nasdaq Small Cap
              Market or such other national or regional exchange or market on
              our common stock then listed or quoted
MP
0
= the average of the closing
              prices of our common stock over the 10 consecutive trading days
              commencing on and including the third trading day after the date
              on which "ex-distribution trading" commences for such dividend or
              distribution on The Nasdaq National Market or the Nasdaq Small Cap
              Market or such other national or regional exchange or market on
              which our common stock is then listed or quoted
(4) we make a distribution consisting exclusively of
        cash to all holders of our common stock, excluding (a) any cash dividend
        on our common stock to the extent that the aggregate cash dividend per
        share of our common stock does not exceed (i) $0.54
in any fiscal
        quarter in the case of a quarterly dividend or (ii) $2.16 in the prior
        twelve months in the case of an annual dividend (each such number, the
        "dividend threshold amount"), (b) any cash that is distributed as part
        of a distribution referred to in clause (3) above, and (c) any
        consideration payable in connection with a tender or exchange offer made
        by us or any of our subsidiaries referred to in clause 5 below, in which
        event, each fixed settlement rate will be adjusted based on the
        following formula:
where,
SR
0
= the fixed settlement rate in
              effect at the close of business on the record date
SR
1
= the fixed settlement rate in
              effect immediately after the record date
SP
0
= the current market price as of
              the record date
C = the amount in cash per share we distribute
              to holders or pay in connection with a tender or exchange offer of
              our common stock less, in the event of a regular quarterly or
              annual dividend, the dividend threshold amount
The dividend threshold amount is subject to
        adjustment on an inversely proportional basis whenever the fixed
        settlement rates are adjusted, provided that no adjustment will be made
        to the dividend threshold amount for any adjustment made to the fixed
        settlement rates pursuant to this clause (4).
(5) we or one or more of our subsidiaries make
        purchases of our common stock pursuant to a tender offer or exchange
        offer by us or one of our subsidiaries for our common stock to the
        extent that the cash and value of any other consideration included in
        the payment per share of our common stock validly tendered or exchanged
        exceeds the current market price per share of our common stock on the
        trading day next succeeding the last date on which tenders or exchanges
        may be made pursuant to such tender or exchange offer (the "expiration
        date"), in which event each fixed settlement rate will be adjusted based
        on the following formula:
where,
SR
0
= the fixed settlement rate in
              effect at the close of business on the expiration date
SR
1
= the fixed settlement rate in
              effect immediately after the expiration date
FMV = the fair market value (as determined by
              our board of directors), on the expiration date, of the aggregate
              value of all cash and any other consideration paid or payable for
              shares validly tendered or exchanged and not withdrawn as of the
              expiration date (the "purchased shares")
OS
1
= the number of shares of our
              common stock outstanding as of the last time tenders or exchanges
              may be made pursuant to such tender or exchange offer (the
              "expiration time") less any purchased shares
OS
0
= the number of shares of our
              common stock outstanding at the expiration time, including any
              purchased shares
SP
1
= the average of the closing
              prices of our common stock for the 10 consecutive trading days
              commencing on the trading day immediately after the expiration
              date In addition, in no event will we adjust the fixed settlement
              rate to the extent that the adjustment would reduce the conversion
              price below the par value per share of our common stock.
"Current market price" of our common stock on any day, means
the average of the closing prices of our common stock for each of the 10
consecutive trading days ending on the earlier of the day in question and the
day before the "ex-date" with respect to the issuance or distribution requiring
such computation. For purposes of this paragraph, "ex-date" means the first date
on which the shares of our common stock trade on the applicable exchange or in
the applicable market, regular way, without the right to receive such issuance
or distribution.
"Record date" means, for purpose of this section, with
respect to any dividend, distribution or other transaction or event in which the
holders of our common stock have the right to receive any cash, securities or
other property or in which our common stock (or other applicable security) is
exchanged for or converted into any combination of cash, securities or other
property, the date fixed for determination of holders of our common stock
entitled to receive such cash, securities or other property (whether such date
is fixed by our board of directors or by statute, contract or otherwise).
Except as stated above, the fixed settlement rates will not
be adjusted for the issuance of our common stock or any securities convertible
into or exchangeable for our common stock or carrying the right to purchase any
of the foregoing or for the repurchase of our common stock.
We currently do not have a rights plan with respect to our
common stock. To the extent that we have a rights plan in effect upon settlement
of a purchase contract, you will receive, in addition to our common stock, the
rights under the rights plan, unless, prior to the settlement of a purchase
contract, the rights have separated from the common stock, in which case each
fixed settlement rate will be adjusted at the time of separation as if we made a
distribution to all holders of our common stock as described in clause (4)
above.
In the event of certain consolidations, mergers, sales or
transfers of assets, share exchanges or other reorganization events, pursuant to
which our common stock is converted into the right to receive other securities,
cash or property, each holder of Corporate Units or Treasury Units will receive
on the purchase contract settlement date or any cash merger early settlement
date, in lieu of shares of common stock, the kind and amount of securities, cash
or property receivable upon any such transaction by the holder of one share of
common stock, multiplied by the applicable settlement rate. In the event holders
of our common stock have the opportunity to elect the form of consideration to
be received in such transaction, the type and amount of consideration that
holders of the Corporate Units or Treasury Units would have been entitled to
receive will be deemed to be the weighted average of the types and amounts of
consideration received by the holders of our common stock that affirmatively
make an election. We will agree in the purchase contract and pledge agreement
not to become a party to any such transaction unless its terms are consistent
with the foregoing.
In the event of a taxable distribution to holders of shares
of our common stock that results in an adjustment of each fixed settlement rate
or an increase in each fixed settlement rate in our discretion, holders of
Corporate Units and Treasury Units may, in certain circumstances, be deemed to
have received a distribution subject to U.S. federal income tax as a dividend.
In addition, non-U.S. holders of Corporate Units and Treasury Units may, in
certain circumstances, be deemed to have received a distribution subject to U.S.
federal withholding tax requirements. See "Certain United States Federal Income
Tax Consequences - U.S. Holders - Purchase Contracts - Adjustment to Settlement
Rate" and "- Non U.S. Holders - United States Federal Withholding Tax."
In addition, we may make such increases in each fixed
settlement rate as we deem advisable. We may only make such a discretionary
adjustment if we make the same proportionate adjustment to each fixed settlement
rate. No adjustment in the settlement rate will be required unless such
adjustment would require an increase or decrease of at least one percent;
provided, however, that any such minor adjustments that are not required to be
made will be carried forward and taken into account in any subsequent
adjustment, and provided further that any such adjustment of less than one
percent that has not been made shall be made (x) upon the end of the issuer's
fiscal year and (y) upon the purchase contract settlement date or any early
settlement date.
Adjustments to each fixed settlement rate will be calculated
to the nearest 1/10,000th of a share.
Whenever the fixed settlement rates are adjusted, we must
deliver to the purchase contract agent a certificate setting forth each fixed
settlement rate, detailing the calculation of each fixed settlement rate and
describing the facts upon which the adjustment is based. In addition, we must
notify the holders of Corporate Units and Treasury Units of the adjustment
within ten business days of any event requiring such adjustment and describe in
reasonable detail the method by which each fixed settlement rate was adjusted.
Each adjustment to the fixed settlement rates will result in
a corresponding adjustment to the number of shares of our common stock issuable
upon early settlement of a purchase contract.
If an adjustment is made to the fixed settlement rates, an
adjustment also will be made to the reference price and the threshold
appreciation price on an inversely proportional basis solely to determine which
of the clauses of the definition of settlement rate will be applicable on the
purchase contract settlement date or any cash merger early settlement date.
Termination
The purchase contract and pledge agreement provides that the
purchase contracts and the obligations and rights of us and of the holders of
Corporate Units and Treasury Units thereunder (including the holders' obligation
and right to purchase and receive shares of our common stock and the right to
receive accrued contract adjustment payments) will immediately and automatically
terminate upon the occurrence of certain events of bankruptcy, insolvency or
reorganization with respect to us.
Upon any such termination, the collateral agent will release
the related interests in the senior notes, applicable ownership interests in the
Treasury portfolio, or Treasury securities, as the case may be, from the pledge
arrangement and transfer such interests in the senior notes, applicable
ownership interests in the Treasury portfolio, or Treasury securities to the
purchase contract agent for distribution to the holders of Corporate Units and
Treasury Units. If a holder would otherwise have been entitled to receive less
than $1,000 principal amount at maturity of any Treasury security upon
termination of the purchase contract, the purchase contract agent will dispose
of the security for cash and pay the cash to the holder. Upon any termination,
however, such release and distribution may be subject to a delay. In the event
that we become the subject of a case under the U.S. Bankruptcy Code, such delay
may occur as a result of the automatic stay under Section 362 of the U.S.
Bankruptcy Code or other relief sought by the collateral agent, the purchase
contract agent or other party asserting an interest in the pledged securities or
contending that such termination is not effective and may continue until such
automatic stay has been lifted or efforts to obtain such other relief has been
resolved against such party. We expect any such delay to be limited. Moreover,
claims arising out of the senior notes will be subject to the equitable
jurisdiction and powers of the bankruptcy court. For example, although we do not
believe such an argument would prevail, following the termination of the
purchase contracts, a party in interest in the bankruptcy proceeding might argue
that the holders of senior notes should be treated as equity holders, rather
than creditors, in the bankruptcy proceeding.
If a holder's purchase contract is terminated as a result of
our bankruptcy, insolvency or reorganization, such holder will have no right to
receive any accrued but unpaid contract adjustment payments.
Pledged Securities and Pledge
The undivided beneficial ownership interests in the senior
notes, or, following a successful optional remarketing or a special event
redemption, the applicable ownership interests in the Treasury portfolio, that
are a component of the Corporate Units or, if substituted, the beneficial
ownership interest in the Treasury securities that are a component of the
Treasury Units, collectively, the "pledged securities," will be pledged to the
collateral agent for our benefit pursuant to the purchase contract and pledge
agreement to secure your obligation to purchase shares of our common stock under
the related purchase contracts. The rights of the holders of the Corporate Units
and Treasury Units with respect to such pledged securities will be subject to
our security interest therein. No holder of Corporate Units or Treasury Units
will be permitted to withdraw the pledged securities related to such Corporate
Units or Treasury Units from the pledge arrangement except:
in the case of Corporate Units, unless a successful
      optional remarketing has occurred, to substitute a Treasury security for
      the related senior note or the applicable ownership interests in the
      Treasury portfolio, as the case may be, as provided for under "Description
      of the Equity Units - Creating Treasury Units by Substituting a Treasury
      Security for a senior note";
in the case of Treasury Units, unless a successful
      optional remarketing has occurred, to substitute a senior note or the
      applicable ownership interests in the Treasury portfolio, as the case may
      be, for the related Treasury security, as provided for under "Description
      of the Equity Units - Recreating Corporate Units"; and
upon early settlement, cash settlement or termination
      of the related purchase contracts.
Subject to our security interest and the terms of the
purchase contract and pledge agreement, each holder of Corporate Units, unless
the Treasury portfolio has replaced the senior notes as a component of the
Corporate Units, will be entitled through the purchase contract agent and the
collateral agent to all of the proportional rights and preferences of the
related senior notes (including distribution, voting, redemption, repayment and
liquidation rights). Each holder of Treasury Units and each holder of Corporate
Units, if the Treasury portfolio has replaced the senior notes as a component of
the Corporate Units, will retain beneficial ownership of the related Treasury
securities or the applicable ownership interests in the Treasury portfolio, as
the case may be, pledged in respect of the related purchase contracts. We will
have no interest in the pledged securities other than our security interest.
Except as described in "Certain Provisions of the Purchase
Contracts and the Purchase Contract and Pledge Agreement - General," upon
receipt of distributions on the pledged securities, the collateral agent will
distribute such payments to the purchase contract agent, which in turn will
distribute those payments, together with contract adjustment payments received
from us, to the holders in whose names the Corporate Units or Treasury Units are
registered at the close of business on the record date preceding the date of
such distribution.
CERTAIN PROVISIONS OF THE PURCHASE CONTRACTS AND
THE PURCHASE CONTRACT AND PLEDGE AGREEMENT
General
Except as described under "- Book-Entry System" below,
payments on the Corporate Units and Treasury Units will be payable, the purchase
contracts will be settled and transfers of the Corporate Units and Treasury
Units will be registrable at the offices of the purchase contract agent in the
Borough of Manhattan, The City of New York. In addition, if the Corporate Units
or Treasury Units do not remain in book-entry only form, we have the option to
make payments on the Corporate Units and Treasury Units by check mailed to the
address of the person entitled thereto as shown on the security register or by a
wire transfer to the account designated by the holder by a prior written notice.
Shares of our common stock will be delivered on the purchase
contract settlement date (or earlier upon early settlement), or, if the purchase
contracts have terminated, the related pledged securities will be delivered
(potentially after a delay as a result of the imposition of the automatic stay
under the U.S. Bankruptcy Code, see "Description of the Purchase Contracts -
Termination") at the offices of the purchase contract agent upon presentation
and surrender of the applicable Corporate Unit or Treasury Unit certificate, if
in certificated form.
If Corporate Units or Treasury Units are in certificated form
and a holder fails to present and surrender the certificate evidencing the
Corporate Units or Treasury Units to the purchase contract agent on or prior to
the purchase contract settlement date, the shares of common stock issuable upon
settlement of the related purchase contract will be registered in the name of
the purchase contract agent. The shares, together with any distributions, will
be held by the purchase contract agent as agent for the benefit of the holder
until the certificate is presented and surrendered or the holder provides
satisfactory evidence that the certificate has been destroyed, lost or stolen,
together with any indemnity that may be required by the purchase contract agent
and us.
If the purchase contracts terminate prior to the purchase
contract settlement date, the related pledged securities are transferred to the
purchase contract agent for distribution to the holders, and a holder fails to
present and surrender the certificate evidencing the holder's Corporate Units or
Treasury Units, if in certificated form, to the purchase contract agent, the
related pledged securities delivered to the purchase contract agent and payments
on the pledged securities will be held by the purchase contract agent as agent
for the benefit of the holder until the applicable certificate is presented, if
in certificated form, or the holder provides the evidence and indemnity
described above.
No service charge will be made for any registration of
transfer or exchange of the Corporate Units or Treasury Units, except for any
tax or other governmental charge that may be imposed in connection therewith.
The purchase contract agent will have no obligation to invest
or to pay interest on any amounts held by the purchase contract agent pending
payment to any holder.
Modification
The purchase contract and pledge agreement will contain
provisions permitting us and the purchase contract agent and the collateral
agent, to modify the purchase contract and pledge agreement without the consent
of the holders for any of the following purposes:
to evidence the succession of another person to our
      obligations;
to add to the covenants for the benefit of holders or
      to surrender any of our rights or powers under those agreements;
to evidence and provide for the acceptance of
      appointment of a successor purchase contract agent or a successor
      collateral agent or securities intermediary;
to make provision with respect to the rights of
      holders pursuant to adjustments in the settlement rate due to
      consolidations, mergers or other reorganization events; and
to cure any ambiguity, to correct or supplement any
      provisions that may be inconsistent with any other provision or to make
      such other provisions in regard to matters or questions arising under the
      purchase contract and pledge agreement that do not adversely affect the
      interests of any holders of Equity Units, provided that any amendment made
      solely to conform the provisions of the purchase contract and pledge
      agreement to the description of the equity units and the purchase
      contracts contained in this prospectus will not be deemed to adversely
      affect the interests of the holders.
The purchase contract and pledge agreement will contain
provisions preventing us and the purchase contract agent and the collateral
agent, subject to certain limited exceptions, from modifying the terms of the
purchase contracts and the purchase contract and pledge agreement without the
consent of the holders of not less than a majority of the outstanding purchase
contracts. However, no modification may, without the consent of the holder of
each outstanding purchase contract affected thereby:
change any payment date;
change the place or currency of payment or reduce any
      contract adjustment payments;
impair the right to institute suit for the
      enforcement of a purchase contract or any contract adjustment payment;
except as required pursuant to any anti-dilution
      adjustment, reduce the number of shares of our common stock purchasable
      under a purchase contract, increase the purchase price of the shares of
      our common stock on settlement of any purchase contract, change the
      purchase contract settlement date or the right to early settlement or cash
      merger early settlement or otherwise adversely affect the holder's rights
      under a purchase contract in any material respect;
change the amount or type of collateral required to
      be pledged to secure a holder's obligations under the purchase contract,
      impair the right of the holder of any purchase contract to receive
      distributions on such collateral, or otherwise adversely affect the
      holder's rights in or to such collateral; or
reduce the above-stated percentage of outstanding
      purchase contracts whose holders' consent is required for the modification
      or amendment of the provisions of the purchase contracts and the purchase
      contract and pledge agreement;
provided that if any amendment or proposal would adversely
affect only the Corporate Units or only the Treasury Units, then only the
affected voting group of holders will be entitled to vote on such amendment or
proposal, and such amendment or proposal will not be effective except with the
consent of the holders of not less than a majority of such voting group or, if
referred to in the immediately preceding six bullets above, all of the holders
of such voting group.
No Consent to Assumption; Agreement by Purchasers
Each holder of a Corporate Unit or a Treasury Unit will be
deemed under the terms of the purchase contract and pledge agreement, by the
purchase of such Corporate Unit or Treasury Unit, to have expressly withheld any
consent to the assumption (i.e., affirmance) of the related purchase contracts
by us, our receiver, liquidator or trustee in the event that we become the
subject of a case under the U.S. Bankruptcy Code or other similar state or
federal law providing for reorganization or liquidation.
Merger, Sale or Lease
We will covenant in the purchase contract and pledge
agreement that we will not merge or consolidate with any entity or sell, convey,
transfer, or otherwise dispose of all or substantially all of our assets unless:
either we are the continuing corporation or the
      successor entity is an entity organized under the laws of the United
      States of America or any state thereof or the District of Columbia and
      this other entity expressly assumes all of our obligations under the
      purchase contracts, the purchase contract and pledge agreement, the
      indenture and the remarketing agreement by one or more supplemental
      agreements in form reasonably satisfactory to the purchase contract agent
      and the collateral agent; and
we are not, or such successor entity is not,
      immediately after such merger, consolidation, sale, conveyance, transfer
      or other disposition, in default of payment obligations under the purchase
      contracts, the purchase contract and pledge agreement, the indenture or
      the remarketing agreement or in material default in the performance of any
      other obligations thereunder.
In case of any such consolidation, merger, sale, conveyance
(other than by way of lease), transfer or other disposition, and upon any such
assumption by the successor corporation or limited liability company, such
successor corporation or limited liability company shall succeed to and be
substituted for us, with the same effect as if it had been named in the purchase
contract and pledge agreement as us and we shall be relieved of any further
obligation under the purchase contract and pledge agreement and under the
Corporate Units and Treasury Units.
Title
We, the purchase contract agent and the collateral agent may
treat the registered owner of any Corporate Units or Treasury Units as the
absolute owner of the Corporate Units or Treasury Units for the purpose of
making payment, settling the related purchase contracts and for all other
purposes.
Replacement of Equity Unit Certificates
In the event that physical certificates have been issued, any
mutilated Corporate Unit or Treasury Unit certificate will be replaced by us at
the expense of the holder upon surrender of the certificate to the purchase
contract agent. Corporate Unit or Treasury Unit certificates that become
destroyed, lost or stolen will be replaced by us at the expense of the holder
upon delivery to us and the purchase contract agent of evidence of their
destruction, loss or theft satisfactory to us and the purchase contract agent.
In the case of a destroyed, lost or stolen Corporate Unit or Treasury Unit
certificate, an indemnity satisfactory to the purchase contract agent and us may
be required at the expense of the holder before a replacement certificate will
be issued.
Notwithstanding the foregoing, we will not be obligated to
issue any Corporate Unit or Treasury Unit certificates on or after the business
day immediately preceding the earliest of any early settlement date, any cash
merger early settlement date, the purchase contract settlement date or the date
on which the purchase contracts have terminated. The purchase contract and
pledge agreement will provide that, in lieu of the delivery of a replacement
Corporate Unit or Treasury Unit certificate following any of these dates, the
purchase contract agent, upon delivery of the evidence and indemnity described
above, will deliver the shares of common stock issuable pursuant to the purchase
contracts included in the Corporate Units or Treasury Units evidenced by the
certificate, or, if the purchase contracts have terminated prior to the purchase
contract settlement date, transfer the pledged securities included in the
Corporate Units or Treasury Units evidenced by the certificate.
Governing Law
The purchase contracts and the purchase contract and pledge
agreement will be governed by, and construed in accordance with, the laws of the
State of New York.
Information Concerning the Purchase Contract Agent
The Bank of New York will be the purchase contract agent and
trustee. The purchase contract agent will act as the agent for the holders of
Corporate Units and Treasury Units. The Bank of New York and its affiliates
maintain banking relationships with us.
The purchase contract and pledge agreement will contain
provisions limiting the liability of the purchase contract agent. The purchase
contract and pledge agreement also will contain provisions under which the
purchase contract agent may resign or be replaced. Such resignation or
replacement will be effective upon the appointment of a successor.
Information Concerning the Collateral Agent
JPMorgan Chase Bank, N.A. will be the collateral agent. The
collateral agent will act solely as our agent and will not assume any obligation
or relationship of agency or trust for or with any of the holders of the
Corporate Units and the Treasury Units except for the obligations owed by a
pledgee of property to the owner thereof under the purchase contract and pledge
agreement and applicable law.
JPMorgan Chase Bank, N.A. and its affiliates maintain banking
relationships with us.
The purchase contract and pledge agreement will contain
provisions limiting the liability of the collateral agent. The purchase contract
and pledge agreement also will contain provisions under which the collateral
agent may resign or be replaced. Such resignation or replacement will be
effective upon the appointment of a successor.
Miscellaneous
The purchase contract and pledge agreement will provide that
we will pay all fees and expenses related to (1) the retention of the collateral
agent and (2) the enforcement by the purchase contract agent of the rights of
the holders of the Corporate Units and Treasury Units. Holders who elect to
substitute the related pledged securities, thereby creating Treasury Units or
recreating Corporate Units, however, will be responsible for any fees or
expenses payable in connection with such substitution, as well as for any
commissions, fees or other expenses incurred in acquiring the pledged securities
to be substituted. We will not be responsible for any such fees or expenses.
Book-Entry System
The Depository Trust Company, or DTC, which we refer to along
with its successors in this capacity as the depositary, will act as securities
depositary for the Corporate Units and Treasury Units. The Corporate Units and
Treasury Units will be issued only as fully registered securities registered in
the name of Cede & Co., the depositary's nominee. One or more fully registered
global security certificates, representing the total aggregate number of
Corporate Units and Treasury Units, will be issued and will be deposited with
the depositary or its custodian and will bear a legend regarding the
restrictions on exchanges and registration of transfer referred to below.
The laws of some jurisdictions may require that some
purchasers of securities take physical delivery of securities in certificated
form. These laws may impair the ability to transfer beneficial interests in the
Corporate Units and Treasury Units so long as the Corporate Units and Treasury
Units are represented by global security certificates.
DTC advises that it is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934. The depositary holds securities that
its participants deposit with the depositary. The depositary also facilitates
the settlement among participants of securities transactions, including
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. The depositary is owned by a number of its
direct participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, LLC, and the National Association of Securities Dealers, Inc. Access
to the depositary's system is also available to others, including securities
brokers and dealers, banks and trust companies that clear transactions through
or maintain a direct or indirect custodial relationship with a direct
participant either directly, or indirectly. The rules applicable to the
depositary and its participants are on file with the SEC.
We will issue the Corporate Units and Treasury Units in
definitive certificated form if the depositary notifies us that it is unwilling
or unable to continue as depositary or the depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934 and a successor
depositary is not appointed by us within 90 days. In addition, beneficial
interests in a global security certificate may be exchanged for definitive
certificated Corporate Units or Treasury Units upon request by or on behalf of
the depositary in accordance with customary procedures following the request of
a beneficial owner seeking to exercise or enforce its rights under such
Corporate Units or Treasury Units. If we determine at any time that the
Corporate Units or Treasury Units shall no longer be represented by global
security certificates, we will inform the depositary of such determination and
the depositary will, in turn, notify participants of their right to withdraw
their beneficial interest from the global security certificates, and if such
participants elect to withdraw their beneficial interests, we will issue
certificates in definitive form in exchange for such beneficial interests in the
global security certificates. Any global Corporate Unit or Treasury Unit, or
portion thereof, that is exchangeable pursuant to this paragraph will be
exchangeable for Corporate Unit or Treasury Unit certificates, as the case may
be, registered in the names directed by the depositary. We expect that these
instructions will be based upon directions received by the depositary from its
participants with respect to ownership of beneficial interests in the global
security certificates.
As long as the depositary or its nominee is the registered
owner of the global security certificates, the depositary or its nominee, as the
case may be, will be considered the sole owner and holder of the global security
certificates and all Corporate Units and Treasury Units represented by these
certificates for all purposes under the Corporate Units, Treasury Units and the
purchase contract and pledge agreement. Except in the limited circumstances
referred to above, owners of beneficial interests in global security
certificates:
will not be entitled to have the Corporate Units or
      the Treasury Units represented by these global security certificates
      registered in their names, and
will not be considered to be owners or holders of the
      global security certificates or any Corporate Units or Treasury Units
      represented by these certificates for any purpose under the Corporate
      Units, Treasury Units or the purchase contract and pledge agreement.
All payments on the Corporate Units and Treasury Units
represented by the global security certificates and all transfers and deliveries
of related senior notes, Treasury securities and common stock will be made to
the depositary or its nominee, as the case may be, as the holder of the
securities.
Ownership of beneficial interests in the global security
certificates will be limited to participants or persons that may hold beneficial
interests through institutions that have accounts with the depositary or its
nominee. Ownership of beneficial interests in global security certificates will
be shown only on, and the transfer of those ownership interests will be effected
only through, records maintained by the depositary or its nominee, with respect
to participants' interests, or any participant, with respect to interests of
persons held by the participant on their behalf. Procedures for settlement of
purchase contracts on the purchase contract settlement date, or upon early
settlement, will be governed by arrangements among the depositary, participants
and persons that may hold beneficial interests through participants designed to
permit settlement without the physical movement of certificates. Payments,
transfers, deliveries, exchanges and other matters relating to beneficial
interests in global security certificates may be subject to various policies and
procedures adopted by the depositary from time to time. None of us, the purchase
contract agent or any agent of us or the purchase contract agent will have any
responsibility or liability for any aspect of the depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in global security certificates, or for maintaining,
supervising or reviewing any of the depositary's records or any participant's
records relating to these beneficial ownership interests.
Although the depositary has agreed to the foregoing
procedures in order to facilitate transfers of interest in the global security
certificates among participants, the depositary is under no obligation to
perform or continue to perform these procedures, and these procedures may be
discontinued at any time. We will not have any responsibility for the
performance by the depositary or its direct participants or indirect
participants under the rules and procedures governing the depositary.
The information in this section concerning the depositary and
its book-entry system has been obtained from sources that we believe to be
reliable, but we have not attempted to verify the accuracy of this information.
DESCRIPTION OF THE SENIOR NOTES
The description in this prospectus is a summary of some of
the terms of our senior notes and the indenture. The description of the senior
notes and the indenture contain a summary of their material terms but do not
purport to be complete, and reference is hereby made to the indenture that has
been filed as an exhibit to the registration statement of which this prospectus
is a part. Copies of the indenture and the forms of certificates evidencing the
senior notes are available upon request from us. Capitalized terms that are used
in the following summary but not defined have the meanings given to those terms
in the indenture. The numerical references appearing in parentheses in the
following summary are to sections of the indenture.
General
We will issue the senior notes as a separate series of debt
securities under an indenture dated as of December 1, 2002, between us and
Deutsche Bank Trust Company Americas, as trustee. The senior notes and all other
debt securities issued under the indenture are collectively referred to herein
as "Indenture Securities". The specific terms of each series of Indenture
Securities, including the senior notes, will be established by an officer's
certificate or a supplemental indenture. For the purposes of this section, any
reference to the "indenture" shall generally mean the indenture as previously
supplemented by several officer's certificates and as further supplemented by
the supplemental indenture relating to the senior notes. The indenture permits
us to issue an unlimited amount of Indenture Securities from time to time in one
or more series. All Indenture Securities of any one series need not be issued at
the same time, and a series may be reopened for issuances of additional
Indenture Securities of such series. Additional Indenture Securities issued in
this manner will be consolidated with, and will form a single series with, the
previously outstanding Indenture Securities of such series.
The senior notes initially will be issued in an aggregate
principal amount of $ million (or up to $ million, if the underwriters exercise
in full their over-allotment option with respect to the Corporate Units). Each
Corporate Unit will initially include a 1/20, or 5%, undivided beneficial
ownership interest in a $1,000 principal amount senior note that corresponds to
the stated amount of $50 per Corporate Unit.
The senior notes will be issued in certificated form, without
coupons, in denominations of $1,000 and integral multiples of $1,000; provided,
however, that upon release by the collateral agent of senior notes underlying
the undivided beneficial ownership interests in the senior notes pledged to
secure the Corporate Units holders' obligations under the related purchase
contracts (other than any release of the senior notes in connection with the
creation of Treasury Units, an early settlement, a settlement with separate
cash, an early settlement upon a cash merger, or a remarketing, each as
described under "Description of the Purchase Contracts") the senior notes will
be issuable in denominations of $50 and integral multiples thereof.
The senior notes will not be subject to a sinking fund
provision and will not be subject to defeasance prior to February 17, 2011. The
entire principal amount of the senior notes will mature and become due and
payable, together with any accrued and unpaid interest thereon, on February 17,
2011, unless the maturity of the senior notes is extended, as described below
under "- Interest Rate Reset and Extended Maturity Date." As described below
under "- Put Option Upon Failed Final Remarketing," holders will have the right
to require us to purchase their senior notes under certain circumstances.
Except to the limited extent described below under "
-Consolidation, Merger and Sale of Assets," the indenture does not contain any
provisions that are intended to protect holders of senior notes in the event of
a highly-leveraged or similar transaction involving us.
Interest
Each senior note will bear interest initially at the annual
rate of       % from the original issuance date to the purchase contract
settlement date or, if earlier, a remarketing settlement date, initially payable
quarterly in arrears on February 17, May 17, August 17 and November 17 of each
year, commencing               17, 2006. After the purchase contract settlement
date or, if earlier, a remarketing settlement date, interest on each senior note
will be payable semi-annually in arrears on February 17 and August 17 of each
year, commencing August 17, 2009, at the reset interest rate or, if the interest
rate has not been reset, at the annual rate of        %. The interest rate on
the senior notes will be reset in connection with the remarketing as described
below under "- Interest Rate Reset and Extended Maturity Date." However, if
there is not a successful remarketing of the senior notes, the interest rate
will not be reset and the senior notes will continue to bear interest at the
initial interest rate, all as described below under "- Interest Rate Reset and
Extended Maturity Date."
The amount of interest payable on the senior notes for any
period will be computed (1) for any full quarterly or semi-annual period, as
applicable, on the basis of a 360-day year of twelve 30-day months and (2) for
any period shorter than a full quarterly or semi-annual period, as applicable,
on the basis of a 30-day month and, for any period less than a month, on the
basis of the actual number of days elapsed per 30-day month. If an interest
payment date falls on a date that is not a business day, then interest will be
paid on the next day that is a business day and no interest on such payment will
accrue for the period from and after such interest payment date.
Remarketing
The senior notes may be remarketed prior to maturity on an
optional remarketing date and, if no successful optional remarketing has
occurred or, if we have not elected to conduct an optional remarketing, will be
remarketed in a final remarketing, in each case as described under "Description
of the Purchase Contracts - Remarketing."
Remarketing of Senior Notes that are not Included in
Corporate Units at the Option of the Holder
On or before the second business day immediately preceding
the first day of the optional remarketing period, if we have elected an optional
remarketing, or, if no successful optional remarketing has occurred, the first
day of the final remarketing period, holders of senior notes that do not
underlie Corporate Units may elect to have their senior notes remarketed in the
same manner as senior notes that underlie Corporate Units by delivering their
senior notes along with a notice of this election to the collateral agent. The
collateral agent will hold the senior notes in an account separate from the
collateral account in which the pledged securities will be held. Holders of
senior notes electing to have their senior notes remarketed will also have the
right to withdraw the election on or before the second business day immediately
preceding the first day of the optional remarketing period, if we have elected
an optional remarketing, or, if no successful optional remarketing has occurred,
the first day of the final remarketing period.
Interest Rate Reset and Extended Maturity Date
In the case of a successful optional remarketing, the
interest rate on the senior notes may be reset on the date of a successful
optional remarketing and the reset rate will become effective on the remarketing
settlement date, which will be, in the case of an optional remarketing occurring
between November 3 and November 13, 2008, November 17, 2008 or, in the case of
an optional remarketing occurring between December 1 and December 11, 2008, the
third business day immediately following such successful optional remarketing
date. In the case of a final remarketing, the interest rate on the senior notes
will be reset on the date of a successful final remarketing and the reset rate
will become effective on the purchase contract settlement date. If either reset
occurs, the reset rate will be the rate determined by the remarketing agent as
the annual interest rate the senior notes should bear in order for the senior
notes to be remarketed to have an aggregate market value on the reset date of at
least 100% of the Treasury portfolio purchase price (including accrued and
unpaid interest to the remarketing settlement date for an optional remarketing
occurring between December 1 and December 11, 2008), in the case of an optional
remarketing, or the aggregate principal amount of such senior notes in the case
of a final remarketing. The reset rate may be higher or lower than the initial
interest rate of the senior notes depending on the results of the remarketing
and market conditions at that time. However, in no event will the reset rate
exceed the maximum rate permitted by applicable law.
If the senior notes are not successfully remarketed, the
interest rate will not be reset and the senior notes will continue to bear
interest at the initial annual interest rate of       %.
The remarketing agent is not obligated to purchase any senior
notes that would otherwise remain unsold in the remarketing. None of us, the
remarketing agent or any agent of us or the remarketing agent will be obligated
in any case to provide funds to make payment upon tender of senior notes for
remarketing.
In connection with a successful remarketing, we may extend
the maturity date of the senior notes (including senior notes that do not
underlie Corporate Units and elect not to participate in any remarketing) to any
date not later than February 17, 2019. Such extended maturity date, if any, will
be effective on the date on which the reset rate is effective.
Put Option Upon Failed Final Remarketing
If the senior notes have not been successfully remarketed on
or prior to the third business day immediately preceding the purchase contract
settlement date, holders of senior notes will have the right to require us to
purchase their senior notes on the purchase contract settlement date, upon at
least two business days' prior notice, at a price equal to the principal amount
of such senior notes, plus accrued and unpaid interest. Holders of senior notes
that underlie Corporate Units will be deemed to have exercised such put right as
described under "Description of the Purchase Contracts - Remarketing," unless
they settle the related purchase contracts with separate cash.
Optional Redemption - Special Event
If a special event, as defined below, occurs and is
continuing prior to the earlier of (1) the date of a successful remarketing or
(2) the purchase contract settlement date, we may redeem, at our option, at any
time on not less than 30 days prior written notice, the senior notes in whole,
but not in part, at a price equal to, for each senior note, the redemption
amount, as defined below, plus accrued and unpaid interest thereon, which we
refer collectively to as the redemption price, to the date of redemption, which
we refer to as the "special event redemption date." The redemption price payable
in respect of all senior notes included in Corporate Units will be distributed
to the collateral agent, which in turn will apply an amount equal to the
redemption amount of such redemption price to purchase the Treasury portfolio on
behalf of the holders of the Corporate Units. Thereafter, the applicable
ownership interests in the Treasury portfolio will be substituted for the senior
notes and will be pledged to us through the collateral agent to secure the
Corporate Unit holders' obligations to purchase shares of our common stock under
the related purchase contracts. Holders of senior notes that are not part of
Corporate Units will directly receive proceeds from the redemption of the senior
notes.
"Special event" means either a tax event or an accounting
event, each as defined below.
"Accounting event" means the receipt by the audit committee
of our board of directors of a written report in accordance with Statement on
Auditing Standards ("SAS") No. 97, "Amendment to SAS No. 50 - Reports on the
Application of Accounting Principles," or any successor pronouncement from our
independent auditors, provided at the request of management, to the effect that,
as a result of a change in accounting rules after the date of original issuance
of the senior notes, we must either (a) account for the purchase contracts as
derivatives under SFAS 133 (or otherwise mark-to-market or measure the fair
value of all or any portion of the purchase contracts with changes appearing in
our income statement) or (b) account for the Equity Units using the if-converted
method under SFAS 128, and that such accounting treatment will cease to apply
upon redemption of the senior notes.
"Tax event" means the receipt by us of an opinion of counsel,
rendered by a law firm having a recognized national tax practice, to the effect
that, as a result of any amendment to, change in or announced proposed change in
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative decision, pronouncement, judicial decision or action
interpreting or applying such laws or regulations, which amendment or change is
effective or which proposed change, pronouncement, action or decision is
announced on or after the date of original issuance of the senior notes, there
is more than an insubstantial increase in the risk that interest payable by us
on the senior notes is not, or within 90 days of the date of such opinion, will
not be, deductible by us, in whole or in part, for United States federal income
tax purposes.
"Redemption amount" means, for each senior note, the product
of the principal amount of such senior note and a fraction, the numerator of
which is the Treasury portfolio purchase price, as defined below, and the
denominator of which is the applicable principal amount, as defined below;
provided that in no event shall the redemption amount for any senior note be
less than the principal amount of such senior note.
For the purposes of a special event redemption, "Treasury
portfolio purchase price" means the lowest aggregate ask-side price quoted by a
primary U.S. government securities dealer to the quotation agent, between 9:00
a.m. and 11:00 a.m., New York City time on the third business day immediately
preceding the special event redemption date for the purchase of the Treasury
portfolio for settlement on the special event redemption date.
For the purposes of a special event redemption "applicable
principal amount" means the aggregate principal amount of the senior notes that
are part of the Corporate Units on the special event redemption date.
For the purposes of a special event redemption, "Treasury
portfolio" means a portfolio of U.S. Treasury securities (or principal or
interest strips thereof) that mature on February 15, 2009, and is payable on the
purchase contract settlement date, in an aggregate amount at maturity equal to
the applicable principal amount and with respect to each scheduled interest
payment date on the senior notes that occurs after the special event redemption
date, to and including the purchase contract settlement date, U.S. Treasury
securities (or principal or interest strips thereof) that mature on or prior to
the business day immediately preceding such scheduled interest payment date in
an aggregate amount at maturity equal to the aggregate interest payment
(assuming no reset of the interest rate) that would be due on the applicable
principal amount of the senior notes on such date.
"Quotation Agent" means any primary U.S. government
securities dealer selected by us.
Optional Redemption
In connection with any successful remarketing, in the event
we elect to extend the maturity date of the senior notes as described above
under " -Interest Rate Reset and Extended Maturity Date," we may elect to add
redemption dates on or after February 17, 2011, on which we may redeem the
senior notes at our option at any such redemption date, on not less than 30 days
prior written notice, at the redemption price equal to 100% of the principal
amount of such senior notes being redeemed, plus accrued and unpaid interest.
Agreement by Purchasers
Each senior note will provide that, by acceptance of the
senior note or a beneficial interest therein, the holder thereof intends that
the senior note constitutes indebtedness and agrees to treat it as indebtedness
for United States federal, state and local income and franchise tax purposes.
Ranking
The senior notes will be our direct, unsecured general
obligations and will rank equally with all of our other unsecured and
unsubordinated debt. After giving effect to the issuance and sale of senior
notes, and the application of the net proceeds therefrom, as of September 30,
2005, we would have had approximately $ billion of outstanding debt that ranked
equally with the senior notes. In addition, we have been granted authority by
the SEC to issue up to $3 billion of guarantees for the benefit of our
non-utility subsidiaries and expect to have such guarantees outstanding from
time to time in various aggregate amounts. The senior notes will not be
obligations of or guaranteed by any of our subsidiaries. As a result, the senior
notes will be structurally subordinated to all debt and other liabilities of our
subsidiaries, which means that creditors and preferred stockholders of our
subsidiaries will be paid from the assets of such subsidiaries before holders of
the senior notes would have any claims to those assets.
Payment and Paying Agents
Interest on the senior notes payable on each interest payment
date will be paid to the person in whose name that senior note is registered as
of the close of business on the regular record date for the interest payment
date, which will be the close of business (whether or not a business day) on the
first day of the calendar month on which such interest payment date occurs.
However, interest payable at maturity will be paid to the person to whom the
principal is paid. If there has been a default in the payment of interest on any
senior note, other than at maturity, the defaulted interest may be paid to the
holder of such senior note as of the close of business on a date between 10 and
15 days before the date proposed by us for payment of such defaulted interest or
in any other lawful manner permitted by any securities exchange on which that
senior note may be listed, if the trustee finds it practicable. (Indenture,
Section 307.)
Principal and interest on the securities at maturity will be
payable upon presentation of the senior notes at the corporate trust office of
Deutsche Bank Trust Company Americas, in the Borough of Manhattan, The City of
New York, as our paying agent. We may change the place of payment on senior
notes, and may appoint one or more additional paying agents (including
ourselves) and may remove any paying agent, all at our discretion. (Indenture,
Section 602.)
We will pay principal and interest due on senior notes in the
form of global securities to DTC or its nominee in immediately available funds.
DTC will then make payment to its participants for disbursement to the
beneficial owners of the senior notes.
Registration and Transfer
The transfer of senior notes may be registered, and senior
notes may be exchanged for other senior notes of the same series, in
denominations of $1,000 and integral multiples of $1,000 (unless senior notes
have previously been issued in denominations of $50 and integral multiples
thereof, in which case senior notes will be exchangeable for a like aggregate
principal amount in denominations of $50 and integral multiples of $50) and with
the same terms and principal amount, at the offices of the trustee in The City
of New York. We may change the place for registration of transfer and exchange
of the senior notes and may designate additional places for registration and
exchange. (Indenture, Section 602.) No service charge will be made for any
transfer or exchange of the senior notes. However, we may require payment to
cover any tax or other governmental charge that may be imposed. We will not be
required to execute or to provide for the registration of transfer of, or the
exchange of, (a) any senior notes during the 15 days before giving any notice of
redemption or (b) any senior note selected for redemption except the unredeemed
portion of any senior note being redeemed in part. (Indenture, Section 305.)
Defeasance
On or after February 17, 2011, subject to certain conditions,
we will be discharged from our obligations on the senior notes if we irrevocably
deposit with the trustee sufficient cash or government securities to pay the
principal, interest, any premium and any other sums when due on the stated
maturity date or a redemption date of senior notes. (Indenture, Section 701.)
Limitation on Liens
The indenture provides that, so long as any senior notes are
outstanding, we will not create or suffer to exist any lien upon or with respect
to any of our properties, including, without limitation, any shares of any class
of equity security of any Significant Subsidiary, as defined below, to secure or
provide for the payment of any Debt, as defined below, without also securing
such outstanding senior notes, and all other Debt entitled to be so secured,
equally and ratably with such Debt.
This restriction does not apply to:
(1) liens in existence on the date of the indenture;
(2) liens for taxes, assessments or governmental
        charges or levies to the extent not past due or which are being
        contested in good faith in appropriate proceedings diligently conducted
        and for which we have provided adequate reserves for the payment thereof
        in accordance with generally accepted accounting principles;
(3) pledges or deposits in the ordinary course of
        business to secure obligations under worker's compensation laws or
        similar legislation;
(4) other pledges or deposits in the ordinary course
        of business, other than for Debt, that, in the aggregate are not
        material to us;
(5) purchase money mortgages or other purchase money
        security interests upon or in any property acquired or held by us in the
        ordinary course of business to secure the purchase price of such
        property or to secure Debt incurred solely for the purpose of financing
        the acquisition of such property;
(6) liens imposed by law such as materialmen's,
        mechanics', carriers', workers' and repairmen's liens and other similar
        liens arising in the ordinary course of business for sums not yet due or
        currently being contested in good faith by appropriate proceedings
        diligently conducted;
(7) attachment, judgment or other similar liens
        arising in connection with court proceedings, provided that such liens,
        in the aggregate, shall not exceed $50 million at any one time
        outstanding;
(8) other liens not otherwise referred to in clauses
        (1) through (7) above, provided that such liens, in the aggregate, shall
        not exceed $100 million at any one time outstanding; and
(9) liens created for the sole purpose of extending,
        renewing or replacing in whole or in part Debt secured by any lien
        referred to in clauses (1) through (6) above, provided that the
        principal amount of the Debt secured by such liens shall not exceed the
        principal amount of Debt so secured at the time of such extension,
        renewal, replacement and that such extension, renewal or replacement
        shall be limited to all or a part of the property or Debt that secured
        the lien so extended, renewed or replaced, and any improvements on such
        properties;
provided, however, that we cannot place any lien permitted
under the foregoing clauses (1) through (9) upon any shares of any class of
equity security of any Significant Subsidiary without simultaneously, equally
and ratably securing the outstanding senior notes. (Indenture, Section 608.)
"Debt," with respect to any person means (without
duplication) all liabilities, obligations and indebtedness, contingent or
otherwise, of such person:
(1) for borrowed money or evidenced by bonds,
        debentures, notes, or other similar instruments;
(2) to pay the deferred purchase price of property or
        services, other than such obligations incurred in the ordinary course of
        business on customary trade terms, provided that such obligations are
        not more than 30 days past due;
(3) as lessee under leases, which shall have been or
        should be, in accordance with generally accepted accounting principles,
        recorded as capital leases;
(4) under reimbursement agreements or similar
        agreements with respect to the issuance of letters of credit, other than
        obligations in respect of letters of credit opened to provide for the
        payment of goods or services purchased in the ordinary course of
        business;
(5) under any Guaranty Obligations; and
(6) liabilities in respect of unfunded vested
        benefits under plans covered by Title IV of ERISA.
"Significant Subsidiary" means Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
System Energy Resources, Inc., or in each case, its successors and permitted
assigns, and any other Domestic Regulated Utility Subsidiary: (1) the total
assets (after intercompany eliminations) of which exceed 5% of our total assets
and the total assets of our subsidiaries or (2) the net worth of which exceeds
5% of the Consolidated Net Worth of us and our subsidiaries, in each case as
shown on the most recent audited consolidated balance sheet of us and our
subsidiaries. In no event shall "Significant Subsidiary" include any Domestic
Regulated Utility Subsidiary that as of September 30, 2005, (1) had total assets
(after intercompany eliminations) which were 5% or less of our total assets and
the total assets of our subsidiaries at such date or (2) had a net worth which
was 5% or less of the Consolidated Net Worth of us and our subsidiaries at such
date.
"Domestic Regulated Utility Subsidiary" means a direct or
indirect domestic subsidiary of ours engaged in the generation, transmission or
distribution of electricity or the transmission or distribution of natural gas
that is regulated as to rates by the FERC (or successor federal agency) or a
state or local governmental body on a cost- of service basis.
"Consolidated Net Worth" means the sum of the capital stock,
excluding treasury stock and capital stock subscribed for and unissued, and
surplus, including earned surplus, capital surplus and the balance of the
current profit and loss account not transferred to surplus, accounts of us and
our subsidiaries appearing on a consolidated balance sheet of us and our
subsidiaries prepared as of the date of determination in accordance with
generally accepted accounting principles consistent with those applied in the
preparation of our consolidated financial statements, after eliminating all
intercompany transactions and all amounts properly attributable to minority
interests, if any, in the stock and surplus of subsidiaries.
"Guaranty Obligations" means (1) direct or indirect
guaranties in respect of, and obligations to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, Debt of any person
and (2) other guaranty or similar obligations in respect of the financial
obligations of others including without limitation, Support Obligations. For
purposes of this definition, the term "Support Obligations" shall mean any
financial obligation, contingent or otherwise, of any person guaranteeing or
otherwise supporting any Debt or other obligation of any other person in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such person, direct or indirect, (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
of such Debt, (2) to purchase property, securities or services for the purpose
of assuring the owner of such Debt of the payment of such Debt, (3) to maintain
working capital, equity capital, available cash or other financial statement
condition of the primary obligor so as to enable the primary obligor to pay such
Debt, (4) to provide equity capital under or in respect of equity subscription
arrangements so as to assure any Person with respect to the payment of such Debt
or the performance of such obligation, or (5) to provide financial support for
the performance of, or to arrange for the performance of, any non-monetary
obligations or non-funded debt payment obligations (including, without
limitation, guaranties of payments under power purchase or other similar
arrangements) of the primary obligor.
Limitation on Debt
The indenture provides that, so long as any senior notes are
outstanding, we shall not permit the total principal amount of all of our Debt
and the Debt of our subsidiaries, determined on a consolidated basis and without
duplication of liability therefor, at any time to exceed 65% of Capitalization
determined as of the last day of our most recently ended fiscal quarter.
"Capitalization" means, as of any date of determination, with respect to us and
our subsidiaries determined on a consolidated basis, an amount equal to the sum
of (1) the total principal amount of all of our Debt and Debt of our
subsidiaries outstanding on such date, (2) Consolidated Net Worth as of such
date and (3) to the extent not otherwise included in Capitalization, all
preferred stock and other preferred securities of us and our subsidiaries,
including preferred securities issued by any subsidiary trust, outstanding on
such date. For purposes of this restriction, "Debt" and "Capitalization" shall
not include certain junior subordinated debentures issued to a subsidiary trust
which has issued preferred securities that are included in the calculation of
"Capitalization," and any Debt of any of our subsidiaries that is Non-Recourse
Debt. "Non- Recourse Debt" means any Debt of any of our subsidiaries that does
not constitute our Debt or Debt of any Significant Subsidiary.
Disposition of Assets
The indenture provides that, so long as any senior notes are
outstanding, we will not cause a Stock Disposition with respect to any Principal
Utility Subsidiary, or permit any Principal Utility Subsidiary to cause a Stock
Disposition with respect to any other Person, unless (i) we shall continue to
own directly or indirectly all of the Common Equity of each Principal Utility
Subsidiary, or (ii) such Stock Disposition is pursuant, required or related to
any regulatory authority and/or governing body (pertaining (A) to the
organization or formation of a regional transmission organization or (B) to the
separation or disaggregation of generation, transmission and/or distribution
assets), and within 180 days of such Stock Disposition, we apply (or cause such
Principal Utility Subsidiary to apply) all of the Net Available Cash from such
Stock Disposition (1) to prepay, repay, purchase, repurchase, redeem, retire,
defease or otherwise acquire for value our Debt and/or Debt of one or more
Domestic Regulated Utility Subsidiaries that remain a subsidiary of ours and/or
(2) to reinvest in the business of one or more Domestic Regulated Utility
Subsidiaries.
"Stock Disposition" means, with respect to any Person, the issuance, sale,
lease, transfer, conveyance or other disposition of (whether in one transaction
or in a series of transactions) any Common Equity (or stock or other instruments
convertible into Common Equity) of such Person.
"Principal Utility Subsidiary" means Entergy Arkansas, Inc., Entergy Gulf
States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., System Energy
Resources, Inc., or in each case, its successor and permitted assigns, and any
other Domestic Regulated Utility Subsidiary: (1) the total assets (after
intercompany eliminations) of which exceed 20% of our total assets and the total
assets of our subsidiaries or (2) the net worth of which exceeds 20% of the
Consolidated Net Worth of us and our subsidiaries, in each case as shown on the
most recent audited consolidated balance sheet of us and our subsidiaries. In no
event shall "Principal Utility Subsidiary" include any Domestic Regulated
Utility Subsidiary that as of September 30, 2005, (1) had total assets (after
intercompany eliminations) which were 5% or less of our total assets and the
total assets of our subsidiaries at such date or (2) had a net worth which was
5% or less of the Consolidated Net Worth of us and our subsidiaries at such
date.
"Net Available Cash" from a Stock Disposition means cash payments received
therefrom net of all legal, title and recording tax expenses, commissions and
other fees and expenses incurred, and all federal, state and local taxes
required to be paid or accrued as a liability under United States generally
accepted accounting principles, as a result of such Stock Disposition.
"Common Equity"
shall mean the stock, shares or other ownership
interests in the issuer thereof howsoever evidenced (including, without
limitation, limited liability company membership interests) that has ordinary
voting power for the election of directors, managers or trustees (or other
persons performing similar functions) of the issuer, as applicable, provided
that Preferred Equity, even if it has such ordinary voting power, shall not be
Common Equity.
"Preferred Equity" shall mean any stock, shares or other ownership interests
in the issuer thereof howsoever evidenced (including, without limitation,
limited liability company membership interests), whether with or without voting
rights, that is entitled to dividends or distributions prior to the payment of
dividends or distributions with respect to Common Equity.
Consolidation, Merger and Sale of Assets
The indenture provides that we may not consolidate with or
merge into any other entity or convey, transfer or lease our properties and
assets substantially as an entirety to any entity, unless:
the surviving or successor entity or an entity which
      acquires by conveyance or transfer or which leases our properties and
      assets substantially as an entirety is organized and validly existing
      under the laws of the United States of America or any state thereof and it
      expressly assumes our obligations on all Indenture Securities, including
      the senior notes, and under the indenture;
immediately after giving effect to the transaction,
      no event of default under the indenture or no event which, after notice or
      lapse of time or both, would become an event of default, shall have
      occurred and be continuing; and
we shall have delivered to the trustee an officer's
      certificate and an opinion of counsel as provided in the indenture.
(Indenture, Section 1101.)
Upon the consummation of any such transaction, the surviving
or successor entity will succeed to our rights and powers under the indenture
and, except in the case of a lease, we shall be relieved of all obligations and
covenants under the indenture and the outstanding Indenture Securities.
(Indenture, Section 1102.) The terms of the indenture do not restrict us in a
merger in which we are the surviving entity.
Events of Default
"Event of default" when used in the indenture with respect to
any series of Indenture Securities, including the senior notes, means any of the
following:
failure to pay interest on any Indenture Security for
      three business days after it is due and payable;
failure to pay the principal of or any premium on any
      Indenture Security when due and payable;
failure to perform any other covenant or warranty in
      the indenture, other than a covenant that does not relate to that series
      of Indenture Security, that continues for 30 days after we receive written
      notice from the trustee, or we and the trustee receive a written notice
      from the holders of 33% in aggregate principal amount of the Indenture
      Securities of that series; provided, however, that the trustee or such
      holders, shall be deemed to have agreed to an extension of such period if
      we initiate and diligently pursue corrective action within such period;
events of bankruptcy, insolvency or reorganization
      relating to us specified in the indenture; or
any other Event of Default specified in that series.
(Indenture, Section 801.)
We will reserve the right in the supplemental indenture to
amend the Indenture without any consent or other action of the holders of any
series of Indenture Securities, including the senior notes, issued after
December 1, 2003 to change the grace period for failure to pay interest on the
Indenture Securities from three Business Days to 30 days, and to change the
grace period for failure to perform certain covenants from 30 days to 90 days.
In addition, so long as any senior notes are outstanding, the
term "event of default" when used in the indenture with respect to the senior
notes shall also mean any of the following:
Failure to pay any principal of or premium or
      interest on any of our Debt that is outstanding in a principal amount in
      excess of $50 million in the aggregate, including such a failure with
      respect to Indenture Securities of another series, when the same becomes
      due and payable, whether by scheduled maturity, required prepayment,
      acceleration, demand or otherwise, and such failure continues after the
      expiration of any applicable grace period specified in the agreement or
      instrument relating to such Debt;
Failure by us or any Significant Subsidiary to pay
      our or its debts as such debts become due, or admission in writing of its
      inability to pay its debts generally, or making a general assignment for
      the benefit of creditors; or any proceeding shall be instituted by or
      against us or any Significant Subsidiary seeking to adjudicate us or any
      such Significant Subsidiary a bankrupt or insolvent, or seeking
      liquidation, winding up, reorganization, arrangement, adjustment,
      protection, relief, or composition of it or its debts under any law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or seeking the entry of an order for relief or the appointment of a
      receiver, trustee, custodian or other similar official for it or for any
      substantial part of its property and, in the case of any such proceeding
      instituted against it (but not instituted by it), either such proceeding
      shall remain undismissed or unstayed for a period of 30 days, or any of
      the actions sought in such proceeding, including, without limitation, the
      entry of an order for relief against, or the appointment of a receiver,
      trustee, custodian or other similar official for, it or for any
      substantial part of its property, shall occur; or we or any Significant
      Subsidiary shall take any corporate action to authorize or to consent to
      any of the actions set forth in this subparagraph; or
Any judgment or order for the payment of money in
      excess of $25 million has been rendered against us and either (1)
      enforcement proceedings shall have been commenced by any creditor upon
      such judgment or order or (2) there shall be any period of 10 consecutive
      Business Days during which a stay of enforcement of such judgment or
      order, by reason of a pending appeal or otherwise, shall not be in effect.
Additional events of default for a series of Indenture
Securities may be specified at the time such series is created. An event of
default for a particular series of Indenture Securities does not necessarily
constitute an event of default for any other series of Indenture Securities
issued under the indenture.
The trustee may withhold notice to the holders of Indenture
Securities of any default, except default in the payment of principal, premium
or interest, if it considers the withholding of notice to be in the interests of
the holders. (Indenture, Section 902.)
Remedies
If an event of default under the indenture for any series of
Indenture Securities, including the senior notes, occurs and continues or, so
long as the senior notes are outstanding, if a Prepayment Event, as defined
below, with respect to the senior notes occurs and continues, the trustee or the
holders of a majority in aggregate principal amount of all the Indenture
Securities of such series or the senior notes, as the case may be, may declare
the entire principal amount of all the Indenture Securities of that series or
the senior notes, as the case may be, together with accrued interest, to be due
and payable immediately. However, if the event of default is applicable to more
than one series of outstanding Indenture Securities under the indenture, only
the trustee or holders of a majority in aggregate principal amount of all
outstanding Indenture Securities of all those series, voting as one class, and
not the holders of any one series, may make that declaration of acceleration.
Notwithstanding the foregoing, so long as the senior notes are outstanding, the
senior notes shall become automatically due and payable upon an actual entry of
an order for relief under the federal bankruptcy code with respect to us or any
Significant Subsidiary. For the purposes of this paragraph, "Prepayment Event"
means the occurrence of any event or the existence of any condition under any
agreement or instrument relating to Debt of a Significant Subsidiary that is
outstanding in a principal amount in excess of $50 million in the aggregate,
which occurrence or event results in the declaration of such Debt being due and
payable, or such Debt being required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof.
At any time after a declaration of acceleration with respect
to the Indenture Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained, the event of default
under the indenture giving rise to the declaration of acceleration will be
considered waived, and the declaration and its consequences will be considered
automatically rescinded and annulled, if:
We have paid or deposited with the trustee a sum
      sufficient to pay:
(1) all overdue interest on all Indenture
          Securities of the series;
(2) the principal of and premium, if any, on any
          Indenture Securities of the series, which have otherwise become due
          and interest thereon that is currently due;
(3) interest on overdue interest; and
(4) all amounts due to the trustee under the
          indenture; and
Any other event of default under the indenture with
      respect to the Indenture Securities of that series, other than the
      non-payment of principal of such series which shall have become due solely
      by such declaration of acceleration, has been cured or waived as provided
      in the indenture.
However, no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or impair any related right.
(Indenture, Section 802.)
Other than its duties in case of an event of default under
the indenture, the trustee is not obligated to exercise any of its rights or
powers under the indenture at the request, order or direction of any of the
holders, unless the holders offer the trustee a reasonable indemnity.
(Indenture, Section 903.) If they provide this reasonable indemnity, the holders
of a majority in aggregate principal amount of any series of Indenture
Securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any power conferred upon the trustee. However, if the event of default under the
indenture relates to more than one series, only the holders of a majority in
aggregate principal amount of all affected series, considered as one class, will
have the right to give this direction and not the holders of the Indenture
Securities of any one series. The trustee is not obligated to comply with
directions that conflict with law or other provisions of the indenture.
(Indenture, Section 812.)
No holder of Indenture Securities of any series will have any
right to institute any proceeding under the indenture, or any remedy under the
indenture, unless:
The holder has previously given to the trustee
      written notice of a continuing event of default under the indenture;
The holders of a majority in aggregate principal
      amount of the outstanding Indenture Securities of all series in respect of
      which an event of default under the indenture shall have occurred and be
      continuing, considered as one class, have made a written request to the
      trustee, and have offered reasonable indemnity to the trustee to institute
      proceedings;
The trustee has failed to institute any proceeding
      for 60 days after notice; and
No direction inconsistent with such written request
      shall have been given to the trustee during that 60day period by the
      holders of a majority in aggregate principal amount of the outstanding
      Indenture Securities of all series in respect of which an event of default
      shall have occurred and be continuing, considered as one class.
(Indenture, Section 807.)
However, these limitations do not apply to a suit by a holder
of an Indenture Security for payment of the principal, premium, if any, or
interest on the debt security on or after the applicable due date. (Indenture,
Section 808.)
We have agreed under the indenture to provide to the trustee
an annual statement by an appropriate officer as to our compliance with all
conditions and covenants under the indenture. (Indenture, Section 606.)
Modification and Waiver
Without the consent of any holder of Indenture Securities
issued under the indenture, including holders of the senior notes, we and the
trustee may enter into one or more supplemental indentures for any of the
following purposes:
to evidence the assumption by any permitted successor
      of our covenants in the indenture and in the indenture securities;
to add additional covenants or for us to surrender
      any right or power under the indenture;
to add additional events of default under the
      indenture;
to change or eliminate or add any provision to the
      indenture; provided, however, if the change, elimination or addition will
      adversely affect the interests of the holders of indenture securities of
      any series in any material respect, the change, elimination or addition
      will become effective only:
(1) when the consent of the holders of Indenture
          Securities of such series has been obtained in accordance with the
          indenture; or
(2) when no Indenture Securities of the affected
          series remain outstanding under the indenture;
to provide collateral security for all but not part
      of the Indenture Securities;
to establish the form or terms of Indenture
      Securities of any series as permitted by the indenture;
to provide for the authentication and delivery of
      bearer securities and coupons appertaining thereto;
to evidence and provide for the acceptance of
      appointment of a successor trustee;
to provide for the procedures required for use of a noncertificated system of registration for the Indenture Securities of all
      or any series;
to change any place where principal, premium, if any,
      and interest shall be payable, Indenture Securities may be surrendered for
      registration of transfer or exchange and notices to us may be served; or
to cure any ambiguity, to correct or supplement any
      defect or inconsistency or to make any other changes or to add provisions
      with respect to matters and questions arising under the indenture;
      provided that such other changes or additions do not adversely affect the
      interests of the holders of Indenture Securities of any series in any
      material respect.
(Indenture, Section 1201.)
The holders of a majority in aggregate principal amount of
the Indenture Securities of all series then outstanding and affected, considered
as one class, may waive compliance by us with some restrictive provisions of the
indenture. (Indenture, Section 607.) The holders of a majority in aggregate
principal amount of the outstanding Indenture Securities of any series may waive
any past default under the indenture with respect to that series, except a
default in the payment of principal, premium, if any, or interest and certain
covenants and provisions of the indenture that cannot be modified or be amended
without the consent of the holder of each outstanding Indenture Security of the
series affected. (Indenture, Section 813.)
The consent of the holders of a majority in aggregate
principal amount of the Indenture Securities of all series then outstanding is
required for all other modifications to the indenture. However, if less than all
of the series of Indenture Securities outstanding are directly affected by a
proposed supplemental indenture, then the consent only of the holders of a
majority in aggregate principal amount of all series that are directly affected,
considered as one class, will be required. No such amendment or modification
may:
change the stated maturity of the principal of, or
      any installment of principal of or interest on, any Indenture Security, or
      reduce the principal amount of any Indenture Security or its rate of
      interest or change the method of calculating the interest rate or reduce
      any premium payable upon redemption, or change the currency in which
      payments are made, or impair the right to institute suit for the
      enforcement of any payment on or after the stated maturity of any
      Indenture Security, without the consent of the holder;
reduce the percentage in principal amount of the
      outstanding Indenture Securities of any series the consent of the holders
      of which is required for any supplemental indenture or any waiver of
      compliance with a provision of the indenture or any default thereunder and
      its consequences, or reduce the requirements for quorum or voting, without
      the consent of all the holders of the series; or
Modify some of the provisions of the indenture
      relating to supplemental indentures, waivers of some covenants and waivers
      of past defaults with respect to the Indenture Securities of any series,
      without the consent of the holder of each outstanding Indenture Security
      affected thereby.
(Indenture, Section 1202.)
A supplemental indenture which changes the indenture solely
for the benefit of one or more particular series of Indenture Securities, or
modifies the rights of the holders of Indenture Securities of one or more
series, will not affect the rights under the indenture of the holders of the
Indenture Securities of any other series.
The indenture provides that Indenture Securities owned by us
or any other obligor or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with us or such obligor
shall be disregarded and considered not to be outstanding in determining whether
the required holders have given a request or consent. (Indenture, Section 101.)
We may fix in advance a record date to determine the required
number of holders entitled to give any request, demand, authorization,
direction, notice, consent, waiver or other such act of the holders, but we
shall have no obligation to do so. If we fix a record date, that request,
demand, authorization, direction, notice, consent, waiver or other act of the
holders may be given before or after that record date, but only the holders of
record at the close of business on that record date will be considered holders
for the purposes of determining whether holders of the required percentage of
the outstanding Indenture Securities have authorized or agreed or consented to
the request, demand, authorization, direction, notice, consent, waiver or other
act of the holders. For that purpose, the outstanding Indenture Securities shall
be computed as of the record date. Any request, demand, authorization,
direction, notice, consent, election, waiver or other act of a holder will bind
every future holder of the same Indenture Securities and the holder of every
Indenture Security issued upon the registration of transfer of or in exchange of
these Indenture Securities. A transferee will be bound by acts of the trustee or
us in reliance thereon, whether or not notation of that action is made upon the
Indenture Security. (Indenture, Section 104.)
Resignation of a Trustee
A trustee may resign at any time by giving written notice to
us or may be removed at any time by act of the holders of a majority in
aggregate principal amount of any series of Indenture Securities then
outstanding delivered to the trustee and us. No resignation or removal of a
trustee and no appointment of a successor trustee will be effective until the
acceptance of appointment by a successor trustee. So long as no event of default
or event which, after notice or lapse of time, or both, would become an event of
default has occurred and is continuing and except with respect to a trustee
appointed by act of the holders, if we have delivered to the trustee a
resolution of our Board of Directors appointing a successor trustee and such
successor has accepted the appointment in accordance with the terms of the
indenture, the trustee will be deemed to have resigned and the successor will be
deemed to have been appointed as trustee in accordance with the indenture.
(Indenture, Section 910.)
Notices
Notices to holders of senior notes will be given by mail to
the addresses of such holders as they may appear in the security register for
senior notes. (Indenture, Section 106.)
Title
We, the trustee, and any of our agent or agent of the
trustee, may treat the person in whose name senior notes are registered as the
absolute owner thereof, whether or not the senior notes may be overdue, for the
purpose of making payments and for all other purposes irrespective of notice to
the contrary. (Indenture, Section 308.)
Governing Law
The indenture and the senior notes will be governed by, and
construed in accordance with, the laws of the State of New York. (Indenture,
Section 112.)
Information about the Trustee
The trustee under the indenture will be Deutsche Bank Trust
Company Americas. In addition to acting as trustee, Deutsche Bank Trust Company
Americas also acts as trustee under various indentures of our affiliates. We and
our affiliates maintain deposit accounts and credit and liquidity facilities and
conduct other banking transactions with the trustee in the ordinary course of
our and its business.
Certain Book-Entry Procedures for the Senior Notes
Senior notes that are released from the pledge following
substitution of collateral or cash settlement of the purchase contracts will be
issued in the form of one or more global certificates, which are referred to as
"global securities," registered in the name of the depositary or its nominee.
Except under the limited circumstances described below or except upon recreation
of Corporate Units, senior notes represented by the global securities will not
be exchangeable for, and will not otherwise be issuable as, senior notes in
certificated form. The global securities described above may not be transferred
except by the depositary to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or to a
successor depositary or its nominee.
The laws of some jurisdictions may require that some
purchasers of securities take physical delivery of securities in certificated
form. These laws may impair the ability to transfer beneficial interests in the
senior notes so long as the senior notes are represented by a global security.
Except as provided below, owners of beneficial interests in
such a global security will not be entitled to receive physical delivery of
senior notes in certificated form and will not be considered the holders (as
defined in the indenture) thereof for any purpose under the indenture, and no
global security representing senior notes shall be exchangeable, except for
another global security of like denomination and tenor to be registered in the
name of the depositary or its nominee or a successor depositary or its nominee.
Accordingly, each beneficial owner must rely on the procedures of the depositary
or if such person is not a participant, on the procedures of the participant
through which such person owns its interest to exercise any rights of a holder
under the indenture.
We will issue the senior notes in definitive certificated
form if the depositary notifies us that it is unwilling or unable to continue as
depositary or the depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934 and a successor depositary is not appointed by
us within 90 days. In addition beneficial interests in a global security
certificate may be exchanged for definitive certificated senior notes upon
request by or on behalf of the depositary in accordance with customary
procedures following the request of a beneficial owner seeking to exercise or
enforce its rights under such senior notes. If we determine at any time that the
senior notes shall no longer be represented by global security certificates, we
will inform the depositary of such determination who will, in turn, notify
participants of their right to withdraw such representation by global security
certificates, and if such participants elect to withdraw their beneficial
interests, we will issue certificates in definitive form in exchange for such
beneficial interests in the global security certificates. Any global senior
note, or portion thereof, that is exchangeable pursuant to this paragraph will
be exchangeable for senior note certificates registered in the names directed by
the depositary. We expect that these instructions will be based upon directions
received by the depositary from its participants with respect to ownership of
beneficial interests in the global security certificates.
DESCRIPTION OF COMMON STOCK
The following descriptions of our common stock and the
relevant provisions of our restated articles of incorporation and by-laws are
summaries and are qualified by reference to our amended certificate of
incorporation and by-laws that have been previously filed with the SEC and are
exhibits to the registration statement of which this prospectus is a part. The
following also summarizes certain applicable provisions of the General
Corporation Law of the State of Delaware ("DGCL") and that summary is qualified
by reference to the DGCL.
General
Our authorized capital stock consists of 500,000,000 shares
of common stock, par value $.01 per share. As of November 14, 2005, 207,479,783
shares of our common stock were outstanding.
Dividend Rights
We will pay dividends on our common stock as determined by
our board of directors out of legally available funds. Our ability to pay
dividends depends primarily upon the ability of our subsidiaries to pay
dividends or otherwise transfer funds to us. Various financing arrangements,
charter provisions and regulatory requirements may impose certain restrictions
on the ability of our subsidiaries to transfer funds to us in the form of cash
dividends, loans or advances.
Voting Rights
Holders of common stock are entitled to one vote for each
share held by them on all matters submitted to our shareholders. Holders of our
common stock do not have cumulative voting rights in the election of directors.
The DGCL, our amended certificate of incorporation and by-laws require the
affirmative vote of a majority of the shares represented at a shareholder
meeting and entitled to vote for shareholder action, including the election of
directors.
Preemptive Rights
The holders of our common stock do not have a preemptive
right to purchase shares of our authorized but unissued shares, or securities
convertible into shares or carrying a right to subscribe to or acquire shares,
except under the terms and conditions as may be provided by the board of
directors in its sole judgment.
Listing
Our common stock is listed on the New York Stock Exchange,
the Chicago Stock Exchange and the Pacific Stock Exchange under the "ETR"
symbol.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is
Mellon Investor Services LLC.
Certain Anti-takeover Effects
General
. Certain provisions of our charter and the
Delaware General Corporation Law (the "DGCL") could make it more difficult to
consummate an acquisition of control of us by means of a tender offer, a proxy
fight, open market purchases or otherwise in a transaction not approved by our
Board of Directors. The provisions described below may reduce our vulnerability
to an unsolicited proposal for the restructuring or sale of all or substantially
all of our assets or an unsolicited takeover attempt which is unfair to our
stockholders. The summary of the provisions set forth below does not purport to
be complete and is qualified in its entirety by reference to our charter and the
DGCL.
Our Board of Directors has no present intention to introduce
additional measures that might have an anti-takeover effect; however, our Board
of Directors expressly reserves the right to introduce these measures in the
future.
Business Combinations
. Section 203 of the DGCL
restricts a wide range of transactions ("business combinations") between a
corporation and an interested stockholder. An "interested stockholder" is,
generally, any person who beneficially owns, directly or indirectly, 15% or more
of the corporation's outstanding voting stock. Business combinations are broadly
defined to include (i) mergers or consolidations with, (ii) sales or other
dispositions of more than 10% of the corporation's assets to, (iii) certain
transactions resulting in the issuance or transfer of any stock of the
corporation or any subsidiary to, (iv) certain transactions resulting in an
increase in the proportionate share of stock of the corporation or any
subsidiary owned by, or (v) receipt of the benefit (other than proportionately
as a stockholder) of any loans, advances or other financial benefits by, an
interested stockholder. Section 203 provides that an interested stockholder may
not engage in a business combination with the corporation for a period of three
years from the time of becoming an interested stockholder unless (a) the Board
of Directors approved either the business combination or the transaction which
resulted in the person becoming an interested stockholder prior to the time that
person became an interested stockholder; (b) upon consummation of the
transaction which resulted in the person becoming an interested stockholder,
that person owned at least 85% of the corporation's voting stock (excluding, for
purposes of determining the voting stock outstanding, but not the outstanding
voting stock owned by the interested stockholder, shares owned by persons who
are directors and also officers and shares owned by certain employee stock
plans); or (c) the business combination is approved by the Board of Directors
and authorized by the affirmative vote of at least 66 2/3% of the outstanding
voting stock not owned by the interested stockholder. The restrictions on
business combinations with interested stockholders contained in Section 203 of
the DGCL do not apply to a corporation whose certificate of incorporation or
bylaws contains a provision expressly electing not to be governed by the
statute; however, neither our charter nor our bylaws contains a provision
electing to "opt-out" of Section 203.
Special Meetings
. Pursuant to the DGCL, a special meeting
of stockholders may be called by the Board of Directors or by any other person
authorized to do so in the charter or the bylaws. Our charter provides that
special meetings of stockholders may only be called by our Board of Directors,
the Chairman of our Board of Directors the Chief Executive Officer or the
holders of not less than a majority of our outstanding common stock.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
This section summarizes the material U.S. federal income tax
consequences of the purchase, ownership and disposition of the Equity Units and
the senior notes, Treasury securities or the applicable ownership interests in
the Treasury portfolio and purchase contracts that are or may be the components
of Equity Units, and the common stock acquired under a purchase contract (the
"Securities"). This summary deals only with Securities that are held as capital
assets by holders that purchase Corporate Units in this offering at their
original offering price. This summary does not describe all the U.S. federal
income tax consequences that may be relevant to a holder in light of its
particular circumstances or to holders subject to special rules, such as:
dealers and certain traders in securities or currencies,
regulated investment companies,
real estate investment trusts,
financial institutions,
insurance companies,
tax-exempt organizations,
retirement and other tax-deferred accounts,
persons holding Securities as part of a "straddle,"
  "hedge," "conversion" or similar transaction, or
a U.S. holder (as defined below) whose functional currency
  for tax purposes is not the U.S. dollar.
In addition, this summary does not address alternative
minimum taxes, state, local or foreign taxes or taxes other than income taxes.
If you purchase Equity Units at a price other than the
original offering price, special rules may apply to you. You should consult your
tax advisor regarding this possibility.
If a partnership (or other entity or arrangement treated as a
partnership for U.S. federal income tax purposes) holds Securities, the tax
treatment of a partner will generally depend upon the status of the partner and
the activities of the partnership. If you are a partner in a partnership holding
Securities, you should consult your tax advisor.
This section is based upon the Internal Revenue Code of 1986,
as amended (the "Code"), judicial decisions, final, temporary and proposed
Treasury regulations, published rulings and other administrative pronouncements,
changes to any of which after the date of this prospectus may affect the tax
consequences described herein, possibly with retroactive effect.
Please consult your own tax advisor concerning the tax
consequences of purchasing, owning and disposing of Securities in your
particular circumstances under the Code and the laws of any other taxing
jurisdiction.
U.S. Holders
This subsection describes the material U.S. federal income
tax consequences to a U.S. holder. You are a "U.S. holder" if you are a
beneficial owner of Securities and you are:
an individual who is a citizen or resident of the United
  States,
a U.S. domestic corporation (or other entity treated as a
  corporation for U.S. federal income tax purposes),
an estate the income of which is includible in gross income
  for U.S. federal income tax purposes regardless of its source, or
a trust if a court within the United States is able to
  exercise primary supervision over the administration of the trust and one or
  more U.S. persons are authorized to control all substantial decisions of the
  trust.
If you are not a U.S. holder, this subsection does not apply
to you and you should refer to "Non-U.S. Holders," below.
Equity Units
The IRS has issued a ruling addressing certain aspects of
instruments similar to the Equity Units. In the ruling, the IRS concluded that
an interest in the units would be treated for U.S. federal income tax purposes
as an interest in the note and purchase contract that were components of the
units and that the notes were debt for U.S. federal income tax purposes.
However, notwithstanding the ruling, there is no assurance that the IRS or a
court will agree with the tax consequences described below.
U.S. holders
should consult their own tax advisors with respect to the tax consequences to
them of purchasing owning and disposing of the Equity Units, including the tax
consequences under state, local, foreign or other tax laws and the possible
effects of changes in the U.S. federal or other tax laws.
Allocation of Purchase Price
Your acquisition of an Equity Unit will be treated, and by
purchasing Equity Units you will be deemed to have agreed to have such purchase
treated, as an acquisition of a unit consisting of the undivided beneficial
interest in the senior note and the purchase contract that constitute such
Equity Unit. The purchase price of each Equity Unit will be allocated between
the two components in proportion to their respective fair market values at the
time of purchase. Such allocation will establish your initial tax basis in the
senior note and the purchase contract. We will report, and you will be deemed to
have agreed to report, the fair market value of each undivided beneficial
interest in a senior note as $ and the fair market value of each purchase
contract as $ . This allocation will be binding on you, unless you explicitly
disclose a contrary position on a statement attached to your timely filed U.S.
federal income tax return for the taxable year in which the Equity Unit is
acquired. This allocation will not be binding on the IRS. The remainder of this
summary assumes that this allocation of the purchase price will be respected for
U.S. federal income tax purposes.
Ownership of Undivided Beneficial Interests in Senior Notes,
Treasury Securities or Treasury Portfolio
We and, by acquiring Equity Units, you will be deemed to have
agreed to treat the undivided beneficial interest in senior notes or Treasury
securities or the applicable ownership interest in the Treasury portfolio
constituting a part of the Equity Units as owned by you for all tax purposes,
and the remainder of this summary assumes such treatment. The federal income tax
consequences of owning the undivided beneficial interest in senior notes are
discussed below under " - U.S. Holders - Senior Notes."
Sales, Exchanges or Other Taxable Dispositions of Equity
Units
Upon a sale, exchange or other taxable disposition of Equity
Units, you will be treated as having sold, exchanged or disposed of the purchase
contracts and the undivided beneficial interest in senior notes or Treasury
securities or the applicable ownership interest in the Treasury portfolio, as
the case may be, that constitute such Equity Units. The proceeds realized in
such disposition will be allocated between the purchase contracts and the
undivided beneficial interest in senior notes or Treasury securities or the
applicable ownership interests in the Treasury portfolio, as the case may be,
that constitute such Equity Units in proportion to their respective fair market
values at the time of disposition. You will generally recognize gain or loss
equal to the difference between the portion of the proceeds allocable to the
purchase contracts and the undivided beneficial interest in senior notes or
Treasury securities or the applicable ownership interests in the Treasury
portfolio, as the case may be, and your respective adjusted tax bases in the
purchase contracts and the undivided beneficial interest in senior notes or
Treasury securities or the applicable ownership interests in the Treasury
portfolio, as the case may be. If you dispose of an Equity Unit when the
purchase contract has negative value, you should be considered to have received
additional consideration for the undivided beneficial interest in the senior
note or Treasury security or the applicable ownership interests in the Treasury
portfolio, as the case may be, in an amount equal to such negative value and to
have paid such amount to be released from your obligation under the purchase
contract.
In the case of the purchase contract, such gain or loss
generally will be capital gain or loss, except that any proceeds attributable to
accrued and unpaid or deferred contract adjustment payments may be treated as
ordinary income and may be included in income as such to the extent not
previously so included. In the case of Treasury securities contained in the
Treasury portfolio or held as part of a Treasury Unit, such gain or loss
generally will be capital gain or loss, provided, however, that, in the case of
any such security with a term of one year or less, such gain will be ordinary
income to the extent of any accrued "acquisition discount" (generally, the
excess of the sum of all amounts payable under the Treasury security over the
U.S. holder's tax basis in such Treasury security) not previously included in
income.
In general, the maximum rate of U.S. federal income tax for
non-corporate taxpayers is currently 15% for long-term capital gain and 35% for
short-term capital gain. For corporate taxpayers, both long-term and short-term
capital gains are subject to a maximum U.S. federal income tax rate of 35%. The
deductibility of capital losses is subject to limitations.
The rules governing the determination of the character of
gain or loss on the sale, exchange, or other disposition of the senior notes are
summarized under "-Senior Notes-Sale, Exchange, or Other Disposition of Senior
Notes." The rules governing the determination of the character of gain or loss
on the sale, exchange, or other disposition of Treasury securities (other than
Treasury securities contained in the Treasury portfolio) are summarized under
"-Treasury Securities-Sale, Exchange, or Other Disposition of Treasury
Securities." The rules governing the determination of the character of gain or
loss on the sale, exchange, or other disposition of an interest in the Treasury
portfolio are summarized under "-Ownership Interest in the Treasury
Portfolio-Sale, Exchange, or Other Disposition of the Ownership Interest in the
Treasury Portfolio."
Senior Notes
We and, by acquiring Equity Units, you agree to treat the
senior notes as our indebtedness for all tax purposes. The remainder of this
discussion assumes that this characterization of the senior notes will be
respected for federal income tax purposes.
Interest Income and Original Issue Discount
Because of the manner in which the interest rate on the
senior notes is reset, the senior notes should be classified as contingent
payment debt instruments subject to the "noncontingent bond method" for accruing
original issue discount, as set forth in applicable Treasury Regulations. We
believe the senior notes should be subject to the noncontingent bond method, and
the remainder of this discussion assumes that the senior notes will be so
treated for U.S. federal income tax purposes. As discussed more fully below, the
effects of such method will be (1) to require you, regardless of your usual
method of tax accounting, to use an accrual method with respect to the senior
notes, (2) to require you to accrue interest income in excess of interest
payments actually received for all accrual periods beginning before the earlier
of the reset effective date and February 17, 2009 and (3) generally to result in
ordinary rather than capital treatment of any gain or loss on the sale,
exchange, or other disposition of the senior notes.
You will accrue original issue discount on a constant yield
basis based on the "comparable yield" of the senior notes. The comparable yield
of the senior notes will generally be the rate at which we would issue a fixed
rate debt instrument with terms and conditions otherwise similar to the senior
notes. We are required to provide the comparable yield and, solely for tax
purposes, a projected payment schedule based on the comparable yield, to holders
of the senior notes. We have determined that the comparable yield is
% and the
projected payments for the senior notes, per $1,000 of principal amount, are $
on
17, 2006, $
for each subsequent quarter ending on or prior to
, and $
for
each semiannual period ending thereafter. We have also determined that the
projected payment for the senior notes, per $1,000 of principal amount, at the
initial maturity date of February 17, 2011 is $
(which includes the stated
principal amount of the senior notes as well as the final projected interest
payment).
The amount of original issue discount on a senior note for
each accrual period is determined by multiplying the comparable yield of the
senior note (adjusted for the length of the accrual period) by the senior note's
adjusted issue price at the beginning of the accrual period. Based on the
allocation of the purchase price of each Equity Unit described above, the
adjusted issue price of each senior note, per $1,000 of principal amount, at the
beginning of each accrual period will be equal to $ , increased by any original
issue discount previously accrued by you on such senior note and decreased by
projected payments treated as received on such senior note prior to such date.
The amount of original issue discount so determined will then be allocated on a
ratable basis to each day in the accrual period that you hold the senior note.
If the amount of an actual payment is different from the
projected payment set forth in the projected payment schedule, you will be
required to take into account the amount of such difference (which may result in
additional interest income or a reduction in the amount you are required to
include in income based on the comparable yield, depending on whether such
difference is positive (a "positive adjustment") or negative (a "negative
adjustment")) for the taxable year. A net positive adjustment will be treated as
additional interest income. A net negative adjustment (i) will first reduce the
amount of interest in respect of the senior note that you would otherwise be
required to include in the taxable year and (ii) to the extent of any excess,
will give rise to an ordinary loss equal to that portion of such excess that
does not exceed the excess of (A) the amount of all previous interest inclusions
under the senior note over (B) the total amount of the your net negative
adjustments treated as ordinary loss on the senior note in prior taxable years.
A net negative adjustment is not subject to the two percent floor limitation
imposed on itemized miscellaneous deductions under Section 67 of the Code. Any
net negative adjustments in excess of the amounts described in (i) and (ii)
above will be carried forward to offset future interest income in respect of the
senior note or to reduce the amount realized on a sale or exchange of the senior
note.
If, after the reset effective date, the remaining amounts of
principal and interest payable on the senior notes differ from the payments set
forth on the foregoing projected payment schedule, negative or positive
adjustments reflecting such difference should be taken into account by you as
adjustments to interest income in a reasonable manner over the period to which
they relate. We expect to use the foregoing comparable yield and projected
payment schedule for purposes of determining our own taxable income and for any
required information reporting.
You are generally bound by the comparable yield and projected
payment schedule provided by us unless either is unreasonable. If you do not use
such comparable yield and projected payment schedule to determine interest
accruals, you must apply the foregoing rules using your own comparable yield and
projected payment schedule. If you use your own comparable yield and projected
payment schedule, you must explicitly disclose this fact and your reason for
such use. In general, this disclosure must be made on a statement attached to
your timely filed U.S federal income tax return for the taxable year that
includes the date of your acquisition of the Equity Units.
The foregoing comparable yield and projected payment schedule
is supplied by us solely for computing income under the noncontingent bond
method for U.S. federal income tax purposes, and does not constitute a
projection or representation as to the amounts that holders of senior notes or
Equity Units will actually receive.
Adjustment to Tax Basis in Senior Notes
Your adjusted tax basis in your senior notes will be
increased by the amount of any interest (including original issue discount)
included in your income with respect to such senior notes and decreased by any
projected payments treated as received with respect to such senior notes.
Sale, Exchange, or Other Disposition of Senior Notes
Upon the sale, exchange, or other disposition of a senior
note (including the remarketing of such senior note or a special event
redemption), you will recognize gain or loss in an amount equal to the
difference between the amount realized by you and your adjusted tax basis in the
senior note. (As noted above, a net negative adjustment may be carried forward
and will reduce the amount realized upon disposition of a senior note in certain
circumstances.) Selling expenses incurred by you in respect of a senior note
will reduce the amount of gain or increase the amount of loss recognized by you
upon such sale, exchange, or other disposition. Gain recognized on the sale,
exchange, or other disposition of a senior note before the remarketing, pursuant
to the remarketing, or at any time prior to the date that is six months after
the reset effective date (unless, in the case of a disposition on or after the
reset effective date, no further payments are due on the senior notes during the
remainder of the six month period following the reset effective date), should be
treated as ordinary interest income. Loss realized on the sale, exchange, or
other disposition of a senior note before the remarketing, pursuant to the
remarketing, or at any time prior to the date that is six months after the reset
effective date (unless no further payments are due on the senior notes during
the remainder of the six month period following the reset effective date), will
be treated as ordinary loss to the extent of your prior net income inclusions on
the senior note. Any loss in excess of your prior net income inclusions will be
treated as capital loss. In general, gain recognized on the sale, exchange, or
other disposition of a senior note on or after the date that is six months after
the reset effective date (or, if no further payments are due during the
remainder of the six month period following the reset effective date, gain
recognized on or after the reset effective date) will be ordinary interest
income to the extent of the excess, if any, of the total remaining principal and
interest payments due on the senior note over the total remaining payments set
forth on the projected payment schedule for such senior note. Any gain
recognized in excess of such amount and any loss recognized on such a sale,
exchange, or other disposition generally will be treated as capital gain or
loss. Capital gains of individuals derived in respect of capital assets held for
more than one year are taxed at reduced rates. The deductibility of capital
losses is subject to limitations.
If you do not participate in the remarketing, any reset of
the interest rate and/or extension of the maturity date of the senior notes in
connection with the remarketing should not cause you to be treated as having
sold, exchanged or otherwise disposed of your senior notes.
Purchase Contracts
Contract Adjustment Payments
There is no direct authority under current law that addresses
the treatment of contract adjustment payments, and such treatment is, therefore,
unclear. Contract adjustment payments may constitute taxable ordinary income to
you when received or accrued, in accordance with your regular method of tax
accounting. To the extent we are required to file information returns with
respect to contract adjustment payments, we intend to report such payments as
taxable ordinary income, and the following discussion assumes that the contract
adjustment payments constitute ordinary income to you on a current basis. You
should consult your tax advisor concerning the treatment of contract adjustment
payments, including the possibility that any contract adjustment payment may be
treated as a purchase price adjustment, rebate, payment analogous to an option
premium or loan, rather than being includible in income entirely on a current
basis. The treatment of contract adjustment payments could affect your adjusted
tax basis in a purchase contract or the common stock received under a purchase
contract or the amount realized by you upon the sale or disposition of an Equity
Unit or the termination of a purchase contract. See "- Equity Units- Sales,
Exchanges or Other Taxable Dispositions of Equity Units," "U.S. Holders-Purchase
Contracts-Acquisition of Common Stock Under a Purchase Contract" and " -
Purchase Contracts-Termination of Purchase Contract."
Acquisition of Common Stock Under a Purchase Contract
You will generally not recognize gain or loss on the purchase
of common stock under a purchase contract, including upon an early settlement,
except with respect to any cash paid in lieu of a fractional share of common
stock, in which case you would recognize capital gain or loss equal to the
difference between such cash and the portion of the purchase price allocable to
such fractional share. Your aggregate initial tax basis in the common stock
received under a purchase contract should generally equal the purchase price
paid for such common stock, less the portion of such purchase price allocable to
a fractional share not received. The holding period for common stock received
under a purchase contract will commence on the date following the acquisition of
such common stock. The treatment of contract adjustment payments could affect
your adjusted tax basis in our common stock received under a purchase contract
or the amount you realize on sale or exchange, or other disposition of the
purchase contract. See
"
Purchase
Contracts
-Contract
Adjustment Payments."
Termination of Purchase Contract
If a purchase contract terminates, you will recognize a loss
equal to the amount of your adjusted tax basis (if any) in the purchase contract
at the time of such termination. Any such loss will be capital loss. The
deductibility of capital losses is subject to limitations. You will not
recognize gain or loss on the receipt of senior notes or Treasury securities or
the applicable ownership interests in the Treasury portfolio upon termination of
the purchase contract and you will have the same adjusted tax basis and holding
period in such senior notes or Treasury securities or the applicable ownership
interests in the Treasury portfolio as before such termination.
Adjustment to Settlement Rate
As a holder of Equity Units, you might be treated as
receiving a constructive distribution from us if (1) the settlement rate is
adjusted and as a result of such adjustment the proportionate interest of
holders of Equity Units in our assets or earnings and profits is increased and
(2) the adjustment is not made pursuant to a bona fide, reasonable anti-dilution
formula. Thus, under certain circumstances, an increase in the settlement rate
might give rise to a taxable dividend to you, even though you would not receive
any cash in connection therewith. In addition, in certain situations, you might
be treated as receiving a constructive distribution if we fail to adjust the
settlement rate. An adjustment in the settlement rate will not be considered
made pursuant to such a formula if the adjustment is made to compensate you for
certain taxable distributions with respect to the common stock, such as a cash
dividend to our common stockholders.
Substitution of Treasury Securities to Create Treasury Units
If you hold Corporate Units and deliver Treasury securities
to the collateral agent in substitution for senior notes or applicable ownership
interests in the Treasury portfolio, you generally will not recognize gain or
loss upon the delivery of such Treasury securities or the release of the senior
notes or applicable ownership interests in the Treasury portfolio. You will
continue to take into account items of income or deduction otherwise includible
or deductible by you with respect to such Treasury securities and senior notes
or applicable ownership interests in the Treasury portfolio, and your adjusted
tax bases in, and your holding period for, the Treasury securities and the
senior notes or applicable ownership interests in the Treasury portfolio and the
purchase contract will not be affected by such delivery and release.
Substitution of Senior Notes to Recreate Corporate Units
If you hold Treasury Units and deliver senior notes or
applicable ownership interests in the Treasury portfolio to the collateral agent
in substitution for Treasury securities, you will generally not recognize gain
or loss upon the delivery of such senior notes or applicable ownership interests
in the Treasury portfolio or the release of the Treasury securities to you. You
will continue to take into account items of income or deduction otherwise
includible or deductible by you with respect to such Treasury securities and
senior notes or applicable ownership interests in the Treasury portfolio, and
your adjusted tax bases in, and your holding period for, the Treasury
securities, the senior notes or applicable ownership interests in the Treasury
portfolio and the purchase contract will not be affected by such delivery and
release.
Treasury Securities
Original Issue Discount
If you hold a Treasury Unit, you will be required to treat
your ownership interest in the Treasury securities constituting part of such
Treasury Unit as an interest in a bond that was originally issued on the date
you acquired the Treasury securities and that has original issue discount (or,
in the case of short-term Treasury securities, acquisition discount, each as
defined below) equal to the excess of the amount payable at maturity of such
Treasury securities over the purchase price thereof. You will be required to
include such original issue discount (but not acquisition discount on short-term
Treasury securities, as defined below) in income on a constant yield to maturity
basis over the period between the purchase date of the Treasury securities and
the maturity date of the Treasury securities, regardless of your method of tax
accounting and in advance of the receipt of cash attributable to such original
issue discount. Amounts of original issue discount included in your gross income
will increase your adjusted tax basis in the Treasury securities.
In the case of any Treasury security with a maturity of one
year or less from the date of its issue (a "short term Treasury security"), if
you are an accrual method taxpayer, in general you will be required to include
the excess of the amount payable at maturity with respect to such Treasury
security over your tax basis in the short-term Treasury security ("acquisition
discount") in income as it accrues. Unless you are an accrual-method taxpayer
and you elect to accrue the acquisition discount on a short-term Treasury
security on a constant yield to maturity basis, such acquisition discount will
be accrued on a straight-line basis. If you are a cash method taxpayer, you will
be required to recognize acquisition discount as ordinary income upon payment on
the short-term Treasury security.
Sale, Exchange, or Other Disposition of Treasury Securities
As discussed below, in the event that you obtain the release
of Treasury securities by delivering senior notes to the collateral agent, you
generally will not recognize gain or loss upon such substitution. You will
recognize gain or loss on a taxable disposition of the Treasury securities in an
amount equal to the difference between the amount realized on such disposition
and your adjusted tax basis in the Treasury securities. Such gain or loss will
generally be capital gain or loss, provided, however, that in the case of any
such security with a term of one year or less, such gain will be ordinary income
to the extent of any accrued acquisition discount not previously included in
income. See "-Equity Units-Sale, Exchange, or Other Disposition of Equity
Units." Capital gains of individuals derived in respect of capital assets held
for more than one year are taxed at reduced rates. The deductibility of capital
losses is subject to limitations.
Ownership Interest in the Treasury Portfolio
After a successful optional remarketing or special event
redemption, as a holder of a Corporate Unit, you will be treated as the owner,
for U.S. federal income tax purposes, of your applicable ownership interest in
the Treasury portfolio constituting a part of the Corporate Units beneficially
owned by you. You will include in income any amount earned (including original
issue discount or acquisition discount) on such pro rata portion of the Treasury
portfolio for all U.S. federal income tax purposes, as described below.
Interest Income and Original Issue Discount
Subject to the discussion below regarding the Treasury
portfolio after a special event redemption, you, as a holder of Corporate Units,
will be required to treat your pro rata portion of each Treasury security in the
Treasury portfolio as a bond that was originally issued on the date the
collateral agent acquired the relevant Treasury security and that has original
issue discount (or, in the case of short-term Treasury securities, acquisition
discount) equal to your pro rata portion of the excess, if any, of the amounts
payable on such Treasury security over your pro rata portion of the purchase
price of the Treasury security acquired on behalf of holders of Corporate Units.
You will be required to include such original issue discount (but not
acquisition discount on short-term Treasury securities) in income for U.S.
federal income tax purposes as it accrues on a constant yield to maturity basis.
The actual cash payments on the Treasury securities, however, will not be
taxable.
In the case of any short-term Treasury security, if you are
an accrual method taxpayer, in general, you will be required to include the
acquisition discount in income as it accrues. Unless you are an accrual-method
taxpayer and you elect to accrue the acquisition discount on a short-term
Treasury security on a constant yield to maturity basis, such acquisition
discount will be accrued on a straight-line basis. If you are a cash method
taxpayer, you will be required to recognize the acquisition discount as ordinary
income upon payment on the short-term Treasury security.
Following a special event redemption, if the Treasury
portfolio contains interest-paying Treasury securities, you will be required to
recognize ordinary income to the extent of your pro rata portion of the interest
paid or accrued with respect to such Treasury securities.
Tax Basis in the Treasury Portfolio
Your initial tax basis in your applicable ownership interest
in the Treasury portfolio will equal your pro rata portion of the amount paid
for the Treasury portfolio. Your adjusted tax basis in Treasury securities
(other then interest-paying Treasury securities) or short-term Treasury
securities will be increased by the amount of original issue discount or
acquisition discount included in income with respect thereto and decreased by
the amount of any cash received with respect to such Treasury securities.
Sale, Exchange or Other Disposition of the Ownership Interest
in the Treasury Portfolio
If you dispose of an applicable ownership interest in the
Treasury portfolio you will generally recognize gain or loss on such disposition
in an amount equal to the difference between the amount realized upon such
disposition and your adjusted tax basis in the applicable ownership interest in
the Treasury portfolio, except to the extent you are treated as receiving an
amount with respect to accrued acquisition discount. The deductibility of
capital losses is subject to limitation. See "-Equity Units-Sale, Exchange or
Other Disposition of Equity Units" above.
Ownership of Common Stock Acquired Under the Purchase
Contract
Any distribution with respect to our common stock that we pay
out of our current or accumulated earnings and profits, as determined for U.S.
federal income tax purposes, will constitute a dividend and will be includible
in income by you when received. Distributions not out of current or accumulated
earnings and profits will reduce your basis in the common stock and may result
in increased capital gains on a subsequent disposition of the stock. Dividends
will be eligible for the dividends-received deduction if you are an otherwise
qualifying corporate U.S. holder that meets the holding period and other
requirements for the dividends-received deduction. For such a holder,
debt-financing of the common stock may reduce your entitlement to a
dividends-received deduction. Additionally, certain extraordinarily large
dividends may reduce your stock basis, effectively eliminating the benefit of
the dividends-received deduction. In general, dividends paid to a non-corporate
U.S. holder in taxable years beginning before January 1, 2009 are taxable at a
maximum U.S. federal income tax rate of 15% provided that such holder holds, for
U.S. federal tax purposes, the shares for more than 60 days during the 120-day
period beginning 60 days before the ex-dividend date and meets other
requirements.
Upon a disposition of common stock, you will generally
recognize capital gain or loss equal to the difference between the amount
realized and your adjusted tax basis in the common stock. Capital gains of
individuals derived in respect of capital assets held for more than one year are
taxed at reduced rates. The deductibility of capital losses is subject to
limitations.
Backup Withholding and Information Reporting
In general, you will be subject to backup withholding
(currently at the rate of 28%) with respect to payments under Equity Units,
senior notes, applicable ownership interests in the Treasury portfolio, Treasury
securities or common stock, the proceeds received with respect to a fractional
share of common stock upon a settlement of a purchase contract, the proceeds
received with respect to a fractional Treasury security sold upon termination of
a purchase contract and the proceeds received from the sale of Equity Units,
senior notes, Treasury securities, applicable ownership interests in the
Treasury portfolio or common stock unless you (1) are an entity (including a
corporation or a tax-exempt entity) that is exempt from backup withholding and,
when required, demonstrate this fact or (2) provide your Taxpayer Identification
Number ("TIN") (which, if you are an individual, would be your Social Security
Number), certify that (i) the TIN you provide is correct, (ii) you are a U.S.
person and (iii) you are exempt from backup withholding, you have not been
notified by the IRS that you are subject to backup withholding due to
underreporting of interest or dividends or you have been notified by the IRS
that you are no longer subject to backup withholding, and you otherwise comply
with the applicable requirements of the backup withholding rules. In addition,
such payments or proceeds received by you if you are not a corporation or
tax-exempt organization will generally be subject to information reporting
requirements.
Backup withholding is not an additional tax. The amount of
any backup withholding from a payment to you generally will be allowed as a
credit against your federal income tax liability and may entitle you to a
refund, provided that you furnish the required information to the IRS.
Non-U.S. Holders
The following summary is addressed to non-U.S. holders. A
non-U.S. holder is a holder that is neither a partnership nor a U.S. person for
U.S. federal income tax purposes. Special rules may apply if such non-U.S.
holder is a "controlled foreign corporation" or a "passive foreign investment
company," each as defined under the Code, or to certain expatriates or former
long-term residents of the United States. If you fall within any of the
foregoing categories or if you are a foreign entity that is a partnership for U.
S. purposes, you should consult your own tax advisor to determine the United
States federal, state, local and foreign tax consequences that may be relevant
to you.
United States Federal Withholding Tax
United States federal withholding tax will not apply to any
payment of principal or interest (including original issue discount and
acquisition discount) on the senior notes, the Treasury securities or applicable
ownership interests in the Treasury portfolio, provided that:
in the case of the senior notes, you do not actually or
  constructively own 10% or more of the total combined voting power of all
  classes of our voting stock within the meaning of the Code and the Treasury
  regulations;
in the case of the senior notes, you are not a controlled
  foreign corporation that is related to us through stock ownership;
in the case of the senior notes, you are not a bank whose
  receipt of interest is described in Section 881(c)(3)(A) of the Code; and
(a) you provide your name, address and certain other
  information on an IRS Form W-8BEN (or a suitable substitute form), and
  certify, under penalties of perjury, that you are not a U.S. person or (b) you
  hold your senior notes, Treasury securities or applicable ownership interests
  in the Treasury portfolio through certain foreign intermediaries or certain
  foreign partnerships and certain certification requirements are satisfied.
In general, U.S. federal withholding tax at a rate of 30%
will apply to the dividends, if any (and generally any deemed dividends
resulting from certain adjustments or failures to make an adjustment as
described under "-U.S. Holders-Purchase Contracts-Adjustment to Settlement
Rate"), paid on the shares of common stock acquired under the purchase contract.
Although it is not clear, we intend to withhold at a rate of 30% on any contract
adjustment payments made with respect to a purchase contract. It is possible
that U.S. withholding tax on deemed dividends would be withheld from interest
(or some other amount) paid to you. If a tax treaty applies, you may be eligible
for a reduced rate of withholding. Similarly, contract adjustment payments or
dividends that are effectively connected with the conduct of a trade or business
by you within the U.S. are not subject to the U.S. federal withholding tax, but
instead are generally subject to U.S. federal income tax, as described below. In
order to claim any such exemption from or reduction in the 30% withholding tax,
you are required to provide a properly executed IRS Form W-8BEN (or suitable
substitute form) claiming a reduction of or an exemption from withholding under
an applicable tax treaty or a properly executed IRS Form W-8ECI (or a suitable
substitute form) stating that such payments are not subject to withholding tax
because they are effectively connected with your conduct of a trade or business
in the U.S.
In general, U.S. federal withholding tax will not apply to
any gain or income realized by you on the sale, exchange or other disposition of
the Equity Units, purchase contracts, senior notes, Treasury securities,
applicable ownership interests in the Treasury portfolio or common stock
acquired under the purchase contracts.
United States Federal Income Tax
Any gain or income realized on the disposition of an Equity
Unit, a purchase contract, a senior note, a Treasury security, an applicable
ownership interest in the Treasury portfolio or common stock acquired under the
purchase contract generally will not be subject to U.S. federal income tax
unless:
such gain or income is effectively connected with your
  conduct of a trade or business in the U.S. (and, where an applicable tax
  treaty so provides, is also attributable to a U.S. permanent establishment
  maintained by you); or
you are an individual who is present in the U.S. for 183
  days or more in the taxable year of the disposition and certain other
  conditions are met; or
you are considered to own an interest in a U.S. real
  property holding corporation and do not meet the criteria for exemption from
  U.S. federal income tax.
Purchase contracts or shares of our common stock generally
will be treated as United States real property interests if we are (or, during a
specified period, have been) a "United States real property holding corporation"
for United States federal income tax purposes. We believe that we are, and will
continue to be, a United States real property holding corporation. Pursuant to
an exception for certain interests in publicly traded corporations, however,
shares of our common stock will not be treated as United States real property
interests in the case of a non-U.S. holder whose shares of our common stock do
not represent more than 5% of the total fair market value of all of the shares
of our common stock any time during the five-year period ending on the date of
disposition of such shares by the non-U.S. holder, assuming that we satisfy
certain public trading requirements. Similarly, assuming that we satisfy certain
public trading requirements, purchase contracts will not be treated as United
States real property interests in the case of a non-U.S. holder whose purchase
contracts represent not more than 5% of the total fair market value of all of
the purchase contracts, and not more than 5% of the total fair market value of
our common stock or any other regularly traded class of interests in the Company
(other than an interest solely as a creditor), at any time during the five-year
period ending on the date of disposition of such purchase contracts by the
non-U.S. holder. We expect to satisfy the applicable public trading
requirements, but this cannot be assured. For purposes of the foregoing 5%
tests, certain attribution rules apply. Prospective investors should consult
their own tax advisors regarding the application of the 5% tests to them.
If you are engaged in a trade or business in the U.S. (and,
if a tax treaty applies, you maintain a permanent establishment within the
U.S.), and any income or gain recognized on the senior notes or the Treasury
securities, applicable ownership interests in the Treasury portfolio, the
purchase contracts, the common stock is effectively connected with the conduct
of such trade or business (and, if a tax treaty applies, is attributable to such
permanent establishment), you will be subject to U.S. federal income tax (but
not withholding tax) on such income or gain on a net income basis in the same
manner as if you were a U.S. holder. In addition, in certain circumstances, if
you are a foreign corporation you may be subject to a 30% branch profits tax
(or, if a tax treaty applies, such lower rate as provided).
Backup Withholding and Information Reporting
Generally, payments made with respect to the Equity Units,
senior notes, Treasury securities, applicable ownership interests in the
Treasury portfolio or common stock, the proceeds received with respect to a
fractional share of common stock upon the settlement of a purchase contract, the
proceeds received with respect to a fractional Treasury security sold upon
termination of a purchase contract and the proceeds received from a disposition
of Equity Units, senior notes, Treasury securities, applicable ownership
interests in the Treasury portfolio or common stock will not be subject to
information reporting or backup withholding, provided that you provide a
properly executed IRS Form W-8BEN (or substitute form).
Any amounts so withheld under the backup withholding rules
generally will be allowed as a credit against your U.S. federal income tax
liability, or as a refund, provided you timely furnish the required information
to the IRS.
The preceding discussion of material U.S. federal income tax
consequences is general information only and is not tax advice. Accordingly,
each investor should consult its own tax advisor as to the particular tax
consequences to it of purchasing, holding and disposing of Securities, including
the applicability and effect of any state, local or non-U.S. tax laws and of any
changes or proposed changes in applicable law.
ERISA CONSIDERATIONS
The following is a summary of certain considerations
associated with the acquisition, holding and disposition of Equity Units (and
the securities underlying such units) by employee benefit plans that are subject
to Title I of the U.S. Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), plans, individual retirement accounts and other arrangements
that are subject to Section 4975 of the Code or provisions under any federal,
state, local, non-U.S. or other laws or regulations that are similar to such
provisions of the Code or ERISA (collectively, "similar laws"), and entities
whose underlying assets are considered to include "plan assets" of such plans,
accounts and arrangements (each, a "plan").
This summary is based on the provisions of ERISA and the Code
(and the related regulations and administrative and judicial interpretations) as
of the date hereof. This summary does not purport to be complete, and no
assurance can be given that future legislation, court decisions, administrative
regulations, rulings or administrative pronouncements will not significantly
modify the requirements summarized herein. Any such changes may be retroactive
and may thereby apply to transactions entered into prior to the date of their
enactment or release.
General Fiduciary Matters
ERISA and the Code impose certain duties on persons who are
fiduciaries of a plan subject to Title I of ERISA or Section 4975 of the Code
and prohibit certain transactions involving the assets of a plan and its
fiduciaries or other interested parties. Under ERISA and the Code, any person
who exercises any discretionary authority or control over the administration of
such a plan or the management or disposition of the assets of such a plan, or
who renders to such a plan investment advice for a fee or other compensation is
generally considered to be a fiduciary of the plan. Plans may purchase Equity
Units (and the securities underlying such Equity Units) subject to the investing
fiduciary's determination that the investment satisfies ERISA's fiduciary
standards and other requirements under ERISA, the Code or similar laws
applicable to investments by the plan.
In considering an investment in the Equity Units (and the
securities underlying such Equity Units) of a portion of the assets of any plan,
a fiduciary should determine, in the context of the particular circumstances of
the investing plan, whether the investment is in accordance with the documents
and instruments governing the plan and the applicable provisions of ERISA, the
Code or any similar law relating to a fiduciary's duties to the plan including,
without limitation, the prudence, diversification, exclusive benefit, delegation
of control and prohibited transaction provisions of ERISA, the Code and any
other applicable similar laws.
Any insurance company proposing to invest assets of its
general account in the Equity Units (and the securities underlying such Equity
Units) should consider the extent that such investment would be subject to the
requirements of ERISA in light of the U.S. Supreme Court's decision in
John
Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank
, 114
S.Ct. 517 (1993), which in certain circumstances treats those general account
assets as assets of a plan for purposes of the fiduciary responsibility
provisions of ERISA and the prohibited transaction rules of ERISA and the Code.
In addition, such potential investor should consider the effect of any
subsequent legislation or other guidance that has or may become available
relating to that decision, including Section 401(c) of ERISA and the regulations
promulgated thereunder.
Prohibited Transaction Issues
Section 406 of ERISA and Section 4975 of the Code prohibit
plans subject to Title I of ERISA or Section 4975 of the Code from engaging in
specified transactions involving plan assets with persons or entities who are
"parties in interest," within the meaning of ERISA, or "disqualified persons,"
within the meaning of Section 4975 of the Code, unless an exemption is
available. A party in interest or disqualified person, including a fiduciary,
who engages in a prohibited transaction for which no statutory or regulatory
exemption is available may be subject to excise taxes and other penalties and
liabilities under ERISA and the Code.
The Equity Units (and the securities underlying such Equity
Units) held by a plan will be deemed to constitute plan assets, and the
acquisition, holding and disposition of the units (and the securities underlying
such units) by a plan may constitute or result in a direct or indirect
prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or
both of those sections, if Entergy Corporation, the seller or the purchaser is a
party in interest or disqualified person with respect to such plan, unless an
exemption is available. In this regard, the U.S. Department of Labor (the "DOL")
has issued prohibited transaction class exemptions, or "PTCEs," that may apply
to these transactions. These class exemptions include, without limitation, PTCE
84-14 respecting transactions determined by independent qualified professional
asset managers, PTCE 90-1 respecting insurance company pooled separate accounts,
PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting
insurance company general accounts, PTCE 96-23 respecting transactions
determined by in-house asset managers, and PTCE 75-1 respecting principal
transactions by a broker-dealer. Each of these PTCEs contains conditions and
limitations on its application. Fiduciaries of plans that consider purchasing
Equity Units (and the securities underlying such units) in reliance on these or
any other PTCEs should carefully review such PTCE to assure it is applicable.
Accordingly, by its purchase of the Equity Units (and the
securities underlying such Equity Units), each holder, and any fiduciary acting
in connection with the purchase on behalf of any plan that is a holder, will be
deemed to have represented and warranted on each day from and including the date
of its purchase of the Equity Units (and the securities underlying such Equity
Units) through and including the date of disposition of any such Equity Unit
(and any security underlying such Equity Unit) either (i) that it is not a plan;
(ii) that the acquisition, holding and the disposition of any Equity Unit (and
any security underlying such Equity Unit) by such holder does not and will not
constitute a prohibited transaction under ERISA or Section 4975 of the Code or
other similar laws; or (iii) that the acquisition, holding and the disposition
of any Equity Unit (and any security underlying such Equity Unit) by such holder
constitutes or will constitute a prohibited transaction under ERISA or Section
4975 of the Code or other similar laws but an exemption is available with
respect to such transaction and the conditions of such exemption have at all
relevant times been satisfied.
In addition, no plan will be permitted to participate in the
remarketing program unless and until such plan provides the remarketing agent
with assurances, reasonably satisfactory to the remarketing agent, that such
participation in the remarketing program will not constitute a prohibited
transaction under ERISA or Section 4975 of the Code or other similar laws for
which an exemption is not available.
Any plan should consult its own ERISA and tax advisors
regarding the consequences of an investment in the Equity Units (and the
securities underlying such Equity Units).
The sale of Equity Units (and the securities underlying such
units) shall not be deemed a representation by Entergy Corporation that this
investment meets all relevant legal requirements with respect to plans generally
or any particular plan.
UNDERWRITING
We and the underwriters named below, for whom Citigroup
Global Markets Inc. is acting as representative, have entered into an
underwriting agreement with respect to the Corporate Units being offered.
Subject to certain conditions, each underwriter has severally agreed to purchase
the number of Corporate Units set forth in the following table:
Underwriters
Number of
Corporate
      Units
Citigroup Global Markets Inc.
Total
The underwriters are committed to take and pay for all of the
Corporate Units being offered, if any are taken, other than the Corporate Units
covered by the option described below unless and until this option is exercised.
If the underwriters sell more Corporate Units than the total
number set forth in the table above, the underwriters have an option to buy up
to an additional Corporate Units from us to cover such sales. The underwriters
may exercise that option within 13 days of the date of this prospectus. If any
Corporate Units are purchased pursuant to this option, the underwriters will
severally purchase Corporate Units in approximately the same proportions as set
forth above.
The following table summarizes the underwriting discounts and
commissions to be paid to the underwriters by us. These amounts are shown
assuming both no exercise and full exercise of the underwriters' option to
purchase additional Corporate Units.
Paid by Entergy Corporation
No Exercise
Full Exercise
Per Corporate Unit
$
$
Total
$
$
We estimate that our share of the total expenses of this
offering, excluding underwriting discounts and commissions, will be
approximately $
.
Corporate Units sold by the underwriters to the public will
initially be offered at the price to public set forth on the cover of this
prospectus. Any Corporate Units sold by the underwriters to securities dealers
may be sold at a discount from the price to public of up to $
per Corporate
Unit. Any such securities dealers may resell any Corporate Units purchased from
the underwriters to certain other brokers or dealers at a discount of $
per
Corporate Unit from the price to public per Corporate Unit. If all the Corporate
Units are not sold at the price to public, the underwriters may change the
offering price and the other selling terms.
The Corporate Units are a new issue of securities with no
established trading market. We do not plan to list the Corporate Units on any
securities exchange. We have been advised by the representative that each of the
underwriters presently intends to make a market in the Corporate Units but they
are not obligated to do so and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Corporate Units.
We have agreed, for a period of 60 days after the date of
this prospectus, to not, without the prior written consent of Citigroup Global
Markets Inc., the representative of the underwriters, directly or indirectly,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of any share of our common
stock or any securities convertible into or exercisable or exchangeable for our
common stock or file any registration statement under the Securities Act with
respect to any of the foregoing or (ii) enter into any swap, or any other
agreement or any transaction, that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of our common stock, whether
any such swap or transaction is to be settled by delivery of common stock or
other securities, in cash or otherwise, with exceptions for shares of our common
stock issued by us upon the exercise of an option or warrant or the conversion
or exchange of a security outstanding on the date hereof, any shares of our
common stock issued or options to purchase common stock granted pursuant to any
of our employee benefit or compensation plans and any shares of common stock
issued pursuant to any nonemployee director stock plan, benefit plan, or
compensation plan or dividend reinvestment and stock repurchase plan or for
similar employee or director compensation or benefit purposes.
In connection with this offering, the underwriters may
purchase and sell the Corporate Units in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters of a
greater number of Corporate Units than they are required to purchase in this
offering. "Covered" short sales are sales made in an amount not greater than the
underwriters' option to purchase additional Corporate Units from us in the
offering. The underwriter may close out any covered short position by either
exercising their option to purchase additional Corporate Units or purchasing
Corporate Units in the open market. In determining the source of Corporate Units
to close out the covered short position, the underwriters will consider, among
other things, the price of Corporate Units available for purchase in the open
market as compared to the price at which they may purchase Corporate Units
through their option to purchase additional Corporate Units from us. "Naked"
short sales are any sales in excess of such option. The underwriters must close
out any naked short position by purchasing Corporate Units in the open market. A
naked short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of the Corporate
Units in the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of certain bids for
or purchases of Corporate Units made by the underwriters in the open market
prior to the completion of the offering.
The underwriters also may impose a penalty bid. This occurs
when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the underwriters have repurchased
the Corporate Units sold by or for the account of such underwriter in
stabilizing or short-covering transactions.
These activities by the underwriters may stabilize, maintain
or otherwise affect the market price of the Corporate Units. As a result, the
price of the Corporate Units may be higher than the price that otherwise might
exist in the open market. If these activities are commenced, they may be
discontinued by the underwriters at any time. These transactions may be effected
in the over-the-counter market or otherwise.
This prospectus, as amended or supplemented, may be used by
the remarketing agent for remarketing of the senior notes at such time as is
necessary.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
From time to time, the underwriters and certain of their
affiliates have engaged, and may in the future engage, in transactions with,
including investment banking and commercial banking transactions, and perform
services for, us and our affiliates in the ordinary course of business. In
addition, affiliates of certain of the underwriters are lenders under Entergy
System credit facilities.
EXPERTS
The consolidated financial statements and the related
financial statement schedules as of December 31, 2004 and 2003, and for each of
the three years in the period ended December 31, 2004, and management's report
on the effectiveness of internal control over financial reporting as of December
31, 2004, incorporated in this prospectus by reference from Entergy's Annual
Report on Form 10K for the year ended December 31, 2004, have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their reports, which are incorporated herein by reference, (which
reports (1) express an unqualified opinion on the financial statements and
financial statement schedules and include an explanatory paragraph referring to
the Entergy's change in 2003 in the method of accounting for asset retirement
obligations and for consolidation of variable interest entities and its change
in 2002 in the method of accounting for goodwill and intangible assets, (2)
express an unqualified opinion on management's assessment regarding the
effectiveness of internal control over financial reporting, and (3) express an
unqualified opinion on the effectiveness of internal control over financial
reporting) and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Entergy-Koch, LP
appearing in Exhibit 99(a) of Entergy Corporation's Annual Report (Form 10-K)
for the year ended December 31, 2004 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon (which includes an
explanatory paragraph concerning a change in 2003 in the method of accounting
for inventory held for trading purposes and energy trading contracts not
qualifying as derivatives) included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters will be passed upon for us by Denise C.
Redmann, Assistant General Counsel - Corporate and Securities, of Entergy
Services, Inc., New Orleans, Louisiana, and Thelen Reid & Priest LLP, New York,
New York, and for the underwriters by Pillsbury Winthrop Shaw Pittman LLP, New
York, New York and Davis Polk & Wardwell, New York, New York. Pillsbury Winthrop
Shaw Pittman LLP regularly represents our affiliates in connection with various
matters. Certain federal income tax matters will be passed upon for us by Jere
Ahrens, Senior Tax Counsel of Entergy Services, Inc. Mr. Ahrens has 25,800
options to purchase Entergy common stock as of September 30, 2005.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
SEC Filing Fees
$107,000
NASD Filing Fees
75,500
Printing and Engraving Expenses*
40,000
Accounting Fees and Expenses*
125,000
Legal Fees and Expenses*
250,000
Fees and Expenses of Trustee, Purchase Contract
Agent, and Collateral Agent*
45,000
Transfer Agent and Registrar Fees*
5,000
Rating Agency Fees*
158,000
Miscellaneous*
6,500
Total Expenses*
$816,000
* Estimated
Item 14. Indemnification of Directors and Officers.
We are a corporation organized under the laws of the State of
Delaware.
Section 102(b)(7) of the Delaware General
Corporation Law ("DGCL") permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or for any transaction from
which the director derived an improper personal benefit.
Section 145 of the DGCL provides that a corporation has the
power to indemnify a director, officer, employee or agent of the corporation and
certain other persons serving at the request of the corporation in related
capacities against amounts paid and expenses incurred in connection with an
action or proceeding to which he is or is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, and, in any criminal proceeding, if such person had no
reasonable cause to believe his conduct was unlawful; provided that, in the case
of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.
Our Certificate of Incorporation provides that our directors
shall not be personally liable to us or our stockholders for monetary damages
for breach of fiduciary duty as a director to the fullest extent permitted by
the DGCL. Our Certificate of Incorporation further provides that we shall
indemnify our directors and officers to the fullest extent authorized or
permitted by the DGCL, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of ours and shall inure to the
benefit of his or her heirs, executors and administrators. The right to
indemnification conferred by our Certificate of Incorporation also includes the
right to be paid by us the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition. Our Bylaws
provide, to the extent authorized from time to time by the board of directors,
rights to indemnification to our employees and agents who are not directors or
officers similar to those conferred to our directors and officers.
Item 15. Sales of Unregistered Securities.
We have issued and sold the following unregistered securities during the
three-year period preceding the date of this registration statement:
(1) On December 19, 2002, we sold $267,000,000 in
    aggregate principal amount of our 7.75% Senior Notes due December 15, 2009
    for a total purchase price of $265,331,250. The amount of the commission was
    $1,668,750.
(2) On March 27, 2003, we sold $72,000,000 in aggregate
    principal amount of our 6.17% Senior Notes due March 15, 2008 and
    $86,000,000 in aggregate principal amount of our 7.06% Senior Notes due
    March 15, 2011, for a total purchase price of $71,568,000 and $85,484,000,
    respectively. The amount of the placement agent fee was $432,000 and
    $516,000, respectively.
(3) On May 14, 2003, we sold $75,000,000 in aggregate
    principal amount of our 6.58% Senior Notes due May 15, 2010 for a total
    purchase price of $74,531,250. The amount of the placement agent fee was
    $468,750.
(4) On September 24, 2003, we sold $150,000,000 in
    aggregate principal amount of our 6.13% Senior Notes due September 15, 2008,
    for a total purchase price of $149,100,000. The amount of the placement
    agent fee was $900,000.
(5) On November 20, 2003, we sold $15,000,000 in
    aggregate principal amount of our 6.23% Senior Notes due March 15, 2008 and
    $140,000,000 aggregate principal amount of our 6.90% Senior Notes due
    November 15, 2010, for a total purchase price of $14,910,000 and
    $139,125,000, respectively. The amount of the placement agent fee was
    $90,000 and $875,000, respectively.
The offers, sales and issuances of these securities were
deemed to be exempt from registration under the Securities Act of 1933 in
reliance on Section 4(2) of the Securities Act as transactions by an issuer not
involving a public offering. The recipients of securities in each such
transaction were each a "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act) or a person other than a U.S. person (as defined in
Regulation S under the Securities Act) located outside the United States who
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in such transactions.
All recipients had adequate access to information about us.
Item 16. Exhibits.
+1(a) - Form of Underwriting Agreement
*3(a) - Certificate of Incorporation of Entergy Corporation dated
      December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059).
*3(b) - By-Laws of Entergy Corporation as amended May 13, 2004, and as
      presently in effect (3(ii)(a) to Form 10-Q for the quarter ended June 30,
      2004 in 1-11299).
*4(a) - Credit Agreement, dated as of May 31, 2002, among Entergy
      Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York
      Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch,
      as Administrative Agent (4(a)(2) to Form 10-K for the year ended December
      31, 2004 in 1-11299).
*4(b) - First Amendment dated as of June 6, 2003, to the Credit
      Agreement dated May 31, 2002 (4(a)(3) to Form 10-K for the year ended
      December 31, 2004 in 1-11299).
*4(c) - Credit Agreement, dated as of November 24, 2003, among Entergy
      Corporation, as Borrower, Bayerische Hypo-und Vereinsbank AG, New York
      Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch,
      as Administrative Agent (4(a)11 to Form 10-K for the year ended December
      31, 2003 1-11299).
*4(d) - Credit Agreement, dated as of May 13, 2004, among Entergy
      Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas,
      J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank
      PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley
      Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First
      Boston (Cayman Islands Branch), Mellon Bank, N.A., Regions Bank, Societe
      Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank
      AG (New York Branch), Deutsche Bank AG New York Branch, KBC Bank N.V.,
      Lehman Brothers Bank, FSB, Mizuho Corporate Bank Limited, The Bank of Nova
      Scotia, UFJ Bank Limited, and West LB AG, New York Branch, Citibank, N.A.,
      as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as
      LC Issuing Bank (4(d) to Form 10-Q for the quarter ended June 30, 2004 in
      1-11299).
*4(e) - Credit Agreement, dated as of December 14, 2004, among Entergy
      Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas,
      J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank
      PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley
      Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First
      Boston (Cayman Islands Branch), Mellon Bank, N.A., Regions Bank, Societe
      Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank
      AG (New York Branch), Deutsche Bank AG New York Branch, KBC Bank N.V.,
      Lehman Brothers Bank, FSB, Mizuho Corporate Bank Limited, The Bank of Nova
      Scotia, and West LB AG, New York Branch, Citibank, N.A., as Administrative
      Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank (99
      to Form 8-K dated December 20, 2004 in 1-11299).
*4(f) - Credit Agreement, dated as of May 25, 2005, among Entergy
      Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas,
      J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank
      PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley
      Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First
      Boston (Cayman Islands Branch), Lehman Brothers Bank (FSB), Regions Bank,
      Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und
      Vereinsbank AG (New York Branch), Mellon Bank, N.A., KBC Bank N.V., Mizuho
      Corporate Bank Limited, West LB AG, New York Branch, and UFJ Bank Limited,
      Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO
      Bank, N.V., as LC Issuing Bank. (4(d) to Form 10-Q for the quarter ended
      June 30, 2005 in 1-11299).
*4(g) - Amended and Restated Credit Agreement, dated as of June 30,
      2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und
      Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und
      Vereinsbank AG, New York Branch, as Administrative Agent. (4(f) to Form
      10-Q for the quarter ended June 30, 2005 in 1-11299).
*4(h) - Amended and Restated Credit Agreement, dated as of June 30,
      2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und
      Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und
      Vereinsbank AG, New York Branch, as Administrative Agent. (4(g) to Form
      10-Q for the quarter ended June 30, 2005 in 1-11299).
*4(i) - Amendment dated as of September 22, 2005, to the Credit
      Agreement, dated as of May 25, 2005, among Entergy Corporation, the Banks
      (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas, J. P. Morgan Chase Bank,
      The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch,
      KeyBank National Association, Morgan Stanley Bank, The Bank of New York,
      Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch),
      Lehman Brothers Bank (FSB), Regions Bank, Societe Generale, Union Bank of
      California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch),
      Mellon Bank, N.A., KBC Bank N.V., Mizuho Corporate Bank Limited, West LB
      AG, New York Branch, and UFJ Bank Limited, Citibank, N.A., as
      Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC
      Issuing Bank (4(a) to Form 8-K dated September 28, 2005 in 1-11299).
*4(j) - Amendment dated as of September 21, 2005, to the Amended and
      Restated Credit Agreement, dated as of June 30, 2005, among Entergy
      Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York
      Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch,
      as Administrative Agent (4(b) to Form 8-K dated September 28, 2005 in
      1-11299).
*4(k) - Amendment dated as of September 21, 2005, to the Amended and
      Restated Credit Agreement, dated as of June 30, 2005, among Entergy
      Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York
      Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch,
      as Administrative Agent (4(c) to Form 8-K dated September 28, 2005 in
      1-11299).
*4(l) - DIP Credit Agreement, dated as of September 26, 2005, between
      Entergy New Orleans, Inc., as a debtor-in-possession and Entergy
      Corporation, as Lender (4(d) to Form 8-K dated September 28, 2005 in
      1-11299).
*4(m) - Indenture, dated as of December 1, 2002, between Entergy
      Corporation and Deutsche Bank Trust Company Americas, as Trustee (10(a)4
      to Form 10-K for the year ended December 31, 2002 in 1- 11299).
*4(n) Officer's Certificate for Entergy Corporation relating to 7.75%
      Senior Notes due December 15, 2009 (10(a)5 to Form 10-K for the year ended
      December 31, 2002 in 1-11299).
*4(o) - Officer's Certificate for Entergy Corporation relating to 6.17%
      Senior Notes due March 15, 2008 (4(c) to Form 10-Q for the quarter ended
      March 31, 2003 in 1-11299).
*4(p) - Officer's Certificate for Entergy Corporation relating to 7.06%
      Senior Notes due March 15, 2011 (4(d) to Form 10-Q for the quarter ended
      March 31, 2003 in 1-11299).
*4(q) - Officer's Certificate for Entergy Corporation relating to 6.58%
      Senior Notes due May 15, 2010 (4(d) to Form 10-Q for the quarter ended
      June 30, 2003 in 1-11299).
*4(r) Officer's Certificate for Entergy Corporation relating to 6.13%
      Senior Notes due September 15, 2008 (4(a) to Form 10-Q for the quarter
      ended September 30, 2003 in 1-11299).
*4(s) - Officer's Certificate for Entergy Corporation relating to 6.23%
      Senior Notes due March 15, 2008 (4(a)9 to Form 10-K for the year ended
      December 31, 2003 in 1-11299).
*4(t) - Officer's Certificate for Entergy Corporation relating to 6.90%
      Senior Notes due November 15, 2010 (4(a)10 to Form 10-K for the year ended
      December 31, 2003 in 1-11299).
4(u) - Form of Supplemental Indenture relating to the Senior Notes.
4(v) - Form of Purchase Contract and Pledge Agreement.
4(w) - Form of Remarketing Agreement.
5(a) - Opinion and Consent, dated December 2, 2005, of Denise C.
      Redmann, Assistant General Counsel - Corporate and Securities, of Entergy
      Services, Inc.
5(b) - Opinion and Consent, dated December 2, 2005, of Thelen Reid &
      Priest LLP.
8 - Opinion and Consent, dated December 2, 2005 of Jere Ahrens, Senior
      Tax Counsel of Entergy Services, Inc.
*10(a) - Agreement, dated April 23, 1982, among certain System
      companies, relating to System Planning and Development and Intra-System
      Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in
      1-3517).
*10(b) - Middle South Utilities (now Entergy Corporation) System Agency
      Agreement, dated December 11, 1970 (5(a)2 in 2-41080).
*10(c) - Amendment, dated February 10, 1971, to Middle South Utilities
      System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
*10(d) - Amendment, dated May 12, 1988, to Middle South Utilities
      System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
*10(e) - Middle South Utilities System Agency Coordination Agreement,
      dated December 11, 1970 (5(a)3 in 2- 41080).
*10(f) - Service Agreement with Entergy Services, dated as of April 1,
      1963 (5(a)5 in 2-41080).
*10(g) - Amendment, dated April 27, 1984, to Service Agreement with
      Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984
      in 1-3517).
*10(h) - Amendment, dated January 1, 2000, to Service Agreement with
      Entergy Services (10(a)12 for the year ended December 31, 2001 in
      1-11299).
*10(i) - Amendment, dated March 1, 2004, to Service Agreement with
      Entergy Services (10(a) 9 to Form 10-K for the year ended December 31,
      2004 in 1-112199).
*10(j) - Availability Agreement, dated June 21, 1974, among System
      Energy and certain other System companies (B to Rule 24 Certificate dated
      June 24, 1974 in 70-5399).
*10(k) - First Amendment to Availability Agreement, dated as of June
      30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).
*10(l) - Second Amendment to Availability Agreement, dated as of June
      15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).
*10(m) - Third Amendment to Availability Agreement, dated as of June
      28, 1984 (B-13(a) to Rule 24 Certificate dated July 6, 1984 in 70-6985).
*10(n) - Fourth Amendment to Availability Agreement, dated as of June
      1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).
*10(o) - Eighteenth Assignment of Availability Agreement, Consent and
      Agreement, dated as of September 1, 1986, with United States Trust Company
      of New York and Gerard F. Ganey, as Trustees (C-2 to Rule 24 Certificate
      dated October 1, 1986 in 70-7272).
*10(p) - Nineteenth Assignment of Availability Agreement, Consent and
      Agreement, dated as of September 1, 1986, with United States Trust Company
      of New York and Gerard F. Ganey, as Trustees (C-3 to Rule 24 Certificate
      dated October 1, 1986 in 70-7272).
*10(q) - Twenty-sixth Assignment of Availability Agreement, Consent and
      Agreement, dated as of October 1, 1992, with United States Trust Company
      of New York and Gerard F. Ganey, as Trustees (B-2(c) to Rule 24
      Certificate dated November 2, 1992 in 70-7946).
*10(r) - Twenty-seventh Assignment of Availability Agreement, Consent
      and Agreement, dated as of April 1, 1993, with United States Trust Company
      of New York and Gerard F. Ganey as Trustees (B-2(d) to Rule 24 Certificate
      dated May 4, 1993 in 70-7946).
*10(s) - Twenty-ninth Assignment of Availability Agreement, Consent and
      Agreement, dated as of April 1, 1994, with United States Trust Company of
      New York and Gerard F. Ganey as Trustees (B-2(f) to Rule 24 Certificate
      dated May 6, 1994 in 70-7946).
*10(t) - Thirtieth Assignment of Availability Agreement, Consent and
      Agreement, dated as of August 1, 1996, among System Energy, Entergy
      Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans,
      and United States Trust Company of New York and Gerard F. Ganey, as
      Trustees (B-2(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
*10(u) - Thirty-first Assignment of Availability Agreement, Consent and
      Agreement, dated as of August 1, 1996, among System Energy, Entergy
      Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans,
      and United States Trust Company of New York and Gerard F. Ganey, as
      Trustees (B-2(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
*10(v) - Thirty-fourth Assignment of Availability Agreement, Consent
      and Agreement, dated as of September 1, 2002, among System Energy, Entergy
      Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans,
      The Bank of New York and Douglas J. MacInnes (B-2(a)(1) to Rule 24
      Certificate dated October 4, 2001 in 70-9753).
*10(w) - Thirty-fifth Assignment of Availability Agreement, Consent and
      Agreement, dated as of December 22, 2003, among System Energy, Entergy
      Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans,
      and Union Bank of California, N.A (10(a)25 to Form 10-K for the year ended
      December 31, 2003 in 1-11299).
*10(x) - First Amendment to Thirty-fifth Assignment of Availability
      Agreement, Consent and Agreement, dated as of December 17, 2004 (10(a) 24
      to Form 10-K for the year ended December 31, 2004 in 1-11299)
*10(y) - Capital Funds Agreement, dated June 21, 1974, between Entergy
      Corporation and System Energy (C to Rule 24 Certificate dated June 24,
      1974 in 70-5399).
*10(z) - First Amendment to Capital Funds Agreement, dated as of June
      1, 1989 (B to Rule 24 Certificate dated June 8, 1989 in 70-5399).
*10(aa) - Eighteenth Supplementary Capital Funds Agreement and
      Assignment, dated as of September 1, 1986, with United States Trust
      Company of New York and Gerard F. Ganey, as Trustees (D-2 to Rule 24
      Certificate dated October 1, 1986 in 70-7272).
*10(ab) - Nineteenth Supplementary Capital Funds Agreement and
      Assignment, dated as of September 1, 1986, with United States Trust
      Company of New York and Gerard F. Ganey, as Trustees (D-3 to Rule 24
      Certificate dated October 1, 1986 in 70-7272).
*10(ac) - Twenty-sixth Supplementary Capital Funds Agreement and
      Assignment, dated as of October 1, 1992, with United States Trust Company
      of New York and Gerard F. Ganey, as Trustees (B-3(c) to Rule 24
      Certificate dated November 2, 1992 in 70-7946).
*10(ad) - Twenty-seventh Supplementary Capital Funds Agreement and
      Assignment, dated as of April 1, 1993, with United States Trust Company of
      New York and Gerard F. Ganey, as Trustees (B-3(d) to Rule 24 Certificate
      dated May 4, 1993 in 70-7946).
*10(ae) - Twenty-ninth Supplementary Capital Funds Agreement and
      Assignment, dated as of April 1, 1994, with United States Trust Company of
      New York and Gerard F. Ganey, as Trustees (B-3(f) to Rule 24 Certificate
      dated May 6, 1994 in 70-7946).
*10(af) - Thirtieth Supplementary Capital Funds Agreement and
      Assignment, dated as of August 1, 1996, among Entergy Corporation, System
      Energy and United States Trust Company of New York and Gerard F. Ganey, as
      Trustees (B-3(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
*10(ag) - Thirty-first Supplementary Capital Funds Agreement and
      Assignment, dated as of August 1, 1996, among Entergy Corporation, System
      Energy and United States Trust Company of New York and Gerard F. Ganey, as
      Trustees (B-3(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
*10(ah) - Thirty-fourth Supplementary Capital Funds Agreement and
      Assignment, dated as of September 1, 2002, among Entergy Corporation,
      System Energy, The Bank of New York and Douglas J. MacInnes (B-3(a)(1) to
      Rule 24 Certificate dated October 4, 2002 in 70-9753).
*10(ai) - Thirty-fifth Supplementary Capital Funds Agreement and
      Assignment, dated as of December 22, 2003, among Entergy Corporation,
      System Energy, and Union Bank of California, N.A (10(a)38 to Form 10-K for
      the year ended December 31, 2003 in 1-11299).
*10(aj) - First Amendment to Supplementary Capital Funds Agreements and
      Assignments, dated as of June 1, 1989, by and between Entergy Corporation,
      System Energy, Deposit Guaranty National Bank, United States Trust Company
      of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8,
      1989 in 70-7026).
*10(ak) - First Amendment to Supplementary Capital Funds Agreements and
      Assignments, dated as of June 1, 1989, by and between Entergy Corporation,
      System Energy, United States Trust Company of New York and Gerard F. Ganey
      (C to Rule 24 Certificate dated June 8, 1989 in 70-7123).
*10(al) - First Amendment to Supplementary Capital Funds Agreement and
      Assignment, dated as of June 1, 1989, by and between Entergy Corporation,
      System Energy and Chemical Bank (C to Rule 24 Certificate dated June 8,
      1989 in 70-7561).
*10(am) - Reallocation Agreement, dated as of July 28, 1981, among
      System Energy and certain other System companies (B-1(a) in 70-6624).
*10(an) - Joint Construction, Acquisition and Ownership Agreement,
      dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in
      70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c)
      in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule
      24 Certificate dated October 30, 1981 in 70-6337).
*10(ao) - Operating Agreement dated as of May 1, 1980, between System
      Energy and SMEPA (B(2)(a) in 70- 6337).
*10(ap) - Assignment, Assumption and Further Agreement No. 1, dated as
      of December 1, 1988, among System Energy, Meridian Trust Company and
      Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated
      January 9, 1989 in 70-7561).
*10(aq) - Assignment, Assumption and Further Agreement No. 2, dated as
      of December 1, 1988, among System Energy, Meridian Trust Company and
      Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated
      January 9, 1989 in 70-7561).
*10(ar) - Substitute Power Agreement, dated as of May 1, 1980, among
      Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).
*10(as) - Grand Gulf Unit No. 2 Supplementary Agreement, dated as of
      February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).
*10(at) - Compromise and Settlement Agreement, dated June 4, 1982,
      between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June
      4, 1982 in 1-3517).
*10(au) - Unit Power Sales Agreement, dated as of June 10, 1982,
      between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy
      Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year
      ended December 31, 1982 in 1-3517).
*10(av) - First Amendment to Unit Power Sales Agreement, dated as of
      June 28, 1984, between System Energy and Entergy Arkansas, Entergy
      Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q
      for the quarter ended September 30, 1984 in 1-3517).
*10(aw) - Revised Unit Power Sales Agreement (10(ss) in 33-4033).
*10(ax) - Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to
      Form U5S for the year ended December 31, 1987).
*10(ay) - First Amendment, dated January 1, 1990, to the Middle South
      Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation
      Agreement (D-2 to Form U5S for the year ended December 31, 1989).
*10(az) - Second Amendment dated January 1, 1992, to the Entergy
      Corporation and Subsidiary Companies Intercompany Income Tax Allocation
      Agreement (D-3 to Form U5S for the year ended December 31, 1992).
*10(ba) - Third Amendment dated January 1, 1994 to Entergy Corporation
      and Subsidiary Companies Intercompany Income Tax Allocation Agreement
      (D-3(a) to Form U5S for the year ended December 31, 1993).
*10(bb) - Fourth Amendment dated April 1, 1997 to Entergy Corporation
      and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5
      to Form U5S for the year ended December 31, 1996).
*10(bc) - Guaranty Agreement between Entergy Corporation and Entergy
      Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate
      dated September 27, 1990 in 70-7757).
*10(bd) - Guarantee Agreement between Entergy Corporation and Entergy
      Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate
      dated September 27, 1990 in 70-7757).
*10(be) - Guarantee Agreement between Entergy Corporation and System
      Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate
      dated September 27, 1990 in 70- 7757).
*10(bf) - Loan Agreement between Entergy Operations and Entergy
      Corporation, dated as of September 20, 1990 (B-12(b) to Rule 24
      Certificate dated June 15, 1990 in 70-7679).
*10(bg) - Loan Agreement between Entergy Power and Entergy Corporation,
      dated as of August 28, 1990 (A- 4(b) to Rule 24 Certificate dated
      September 6, 1990 in 70-7684).
*10(bh) - Loan Agreement between Entergy Corporation and Entergy
      Systems and Service, Inc., dated as of December 29, 1992 (A-4(b) to Rule
      24 Certificate in 70-7947).
*10(bi) - Executive Financial Counseling Program of Entergy Corporation
      and Subsidiaries (10(a)64 to Form 10-K for the year ended December 31,
      2001 in 1-11299).
*10(bj) - Amended and Restated Executive Annual Incentive Plan of
      Entergy Corporation and Subsidiaries, effective January 1, 2003 (10(b) to
      Form 10-Q for the quarter ended March 31, 2003 in 1-11299).
*10(bk) - Equity Ownership Plan of Entergy Corporation and Subsidiaries
      (A-4(a) to Rule 24 Certificate dated May 24, 1991 in 70-7831).
*10(bl) - Amendment No. 1 to the Equity Ownership Plan of Entergy
      Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended
      December 31, 1992 in 1-3517).
*10(bm) - Amended and Restated 1998 Equity Ownership Plan of Entergy
      Corporation and Subsidiaries (10(a) to Form 10-Q for the quarter ended
      March 31, 2003 in 1-11299).
*10(bn) - Supplemental Retirement Plan of Entergy Corporation and
      Subsidiaries, as amended effective January 1, 2000 (10(a)70 to Form 10-K
      for the year ended December 31, 2001 in 1-11299).
*10(bo) - Amendment, effective December 28, 2001, to the Supplemental
      Retirement Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form
      10-K for the year ended December 31, 2001 in 1-11299).
*10(bp) - Defined Contribution Retirement Plan of Entergy Corporation
      and Subsidiaries, as amended effective January 1, 2000 (10(a)72 to Form
      10-K for the year ended December 31, 2001 in 1-11299).
*10(bq) - Amendment, effective December 28, 2001, to the Defined
      Contribution Retirement Plan of Entergy Corporation and Subsidiaries
      (10(a)73 to Form 10-K for the year ended December 31, 2001 in 1-11299).
*10(br) - Executive Disability Plan of Entergy Corporation and
      Subsidiaries (10(a)74 to Form 10-K for the year ended December 31, 2001 in
      1-11299).
*10(bs) - Amended and Restated Executive Deferred Compensation Plan of
      Entergy Corporation and Subsidiaries, dated June 10, 2003 (10(d) to Form
      10-Q for the quarter ended June 30, 2003 in 1-11299).
*10(bt) - Equity Awards Plan of Entergy Corporation and Subsidiaries,
      effective as of August 31, 2000 (10(a)77 to Form 10-K for the year ended
      December 31, 2001 in 1-11299).
*10(bu) - Amendment, effective December 7, 2001, to the Equity Awards
      Plan of Entergy Corporation and Subsidiaries (10(a)78 to Form 10-K for the
      year ended December 31, 2001 in 1-11299).
*10(bv) - Amendment, effective December 10, 2001, to the Equity Awards
      Plan of Entergy Corporation and Subsidiaries (10(b) to Form 10-Q for the
      quarter ended March 31, 2002 in 1-11299).
*10(bw) - Restatement of System Executive Continuity Plan of Entergy
      Corporation and Subsidiaries, effective as of March 8, 2004 (10(d) to Form
      10-Q for the quarter ended March 31, 2004 in 1-11299).
*10(bx) - First Amendment of the System Executive Continuity Plan of
      Entergy Corporation and Subsidiaries, effective December 29, 2004 (10(a)76
      to Form 10-K for the year ended December 31, 2004 in 1-11299).
*10(by) - System Executive Continuity Plan II of Entergy Corporation
      and Subsidiaries, effective March 8, 2004 (10(e) to Form 10-Q for the
      quarter ended March 31, 2004 in 1-11299).
*10(bz) - First Amendment of the System Executive Continuity Plan II of
      Entergy Corporation and Subsidiaries, effective December 29, 2004 (10(a)78
      to Form 10-K for the year ended December 31, 2004 in 1-11299).
*10(ca) - Post-Retirement Plan of Entergy Corporation and Subsidiaries,
      as amended effective January 1, 2000 (10(a)80 to Form 10-K for the year
      ended December 31, 2001 in 1-11299).
*10(cb) - Amendment, effective December 28, 2001, to the
      Post-Retirement Plan of Entergy Corporation and Subsidiaries (10(a)81 to
      Form 10-K for the year ended December 31, 2001 in 1-11299).
*10(cd) - Pension Equalization Plan of Entergy Corporation and
      Subsidiaries, as amended effective January 1, 2000 (10(a)82 to Form 10-K
      for the year ended December 31, 2001 in 1-11299).
*10(ce) - Amendment, effective December 28, 2001, to the Pension
      Equalization Plan of Entergy Corporation and Subsidiaries (10(a)83 to Form
      10-K for the year ended December 31, 2001 in 1-11299).
*10(cf) - Service Recognition Program for Non-Employee Outside
      Directors of Entergy Corporation and Subsidiaries, effective January 1,
      2000 (10(a)84 to Form 10-K for the year ended December 31, 2001 in
      1-11299).
*10(cg) - Executive Income Security Plan of Gulf States Utilities
      Company, as amended effective March 1, 1991 (10(a)86 to Form 10-K for the
      year ended December 31, 2001 in 1-11299).
*10(ch) - System Executive Retirement Plan of Entergy Corporation and
      Subsidiaries, effective January 1, 2000 (10(a)87 to Form 10-K for the year
      ended December 31, 2001 in 1-11299).
*10(ci) - Amendment, effective December 28, 2001, to the System
      Executive Retirement Plan of Entergy Corporation and Subsidiaries (10(a)88
      to Form 10-K for the year ended December 31, 2001 in 1-11299).
*10(cj) - Retention Agreement effective October 27, 2000 between J.
      Wayne Leonard and Entergy Corporation (10(a)81 to Form 10-K for the year
      ended December 31, 2000 in 1-11299).
*10(ck) - Amendment to Retention Agreement effective March 8, 2004
      between J. Wayne Leonard and Entergy Corporation (10(c) to Form 10-Q for
      the quarter ended March 31, 2004 in 1-11299).
*10(cl) - Retention Agreement effective January 22, 2001 between
      Richard J. Smith and Entergy Services, Inc. (10(a)87 to Form 10-K for the
      year ended December 31, 2000 in 1-11299).
*10(cm) - Employment Agreement effective August 7, 2001 between Curt L.
      Hebert and Entergy Corporation (10(a)97 to Form 10-K for the year ended
      December 31, 2001 in 1-11299).
*10(cn) - Agreement of Limited Partnership of Entergy-Koch, LP among
      EKLP, LLC, EK Holding I, LLC, EK Holding II, LLC and Koch Energy, Inc.
      dated January 31, 2001 (10(a)94 to Form 10-K/A for the year ended December
      31, 2000 in 1-11299).
*10(co) - Employment Agreement effective April 15, 2003 between Robert
      D. Sloan and Entergy Services (10(c) to Form 10-Q for the quarter ended
      June 30, 2003 in 1-11299).
*10(cp) - Employment Agreement effective November 24, 2003 between Mark
      T. Savoff and Entergy Services (10(a)99 to Form 10-K for the year ended
      December 31, 2003 in 1-11299).
*10(cq) - Employment Agreement effective February 9, 1999 between Leo
      P. Denault and Entergy Services (10(a) to Form 10-Q for the quarter ended
      March 31, 2004 in 1-11299).
*10(cr) - Amendment to Employment Agreement effective March 5, 2004
      between Leo P. Denault and Entergy Corporation (10(b) to Form 10-Q for the
      quarter ended March 31, 2004 in 1-11299).
*10(cs) - Shareholder Approval of Future Severance Agreements
      Policy, effective March 8, 2004 (10(f) to Form 10-Q for the quarter ended
      March 31, 2004 in 1-11299).
*10(ct) - Consulting Agreement effective May 4, 2004 between Hintz &
      Associates, LLC and Entergy Services, Inc. (10(d) to Form 10-Q for the
      quarter ended June 30, 2004 in 1-11299).
*10(cu) - Form of Stock Option Grant Agreement Letter, as of December
      31, 2004 (99.1 to Form 8-K dated January 26, 2005 in 1-11299).
*10(cv) - Form of Long Term Incentive Plan Performance Unit Grand
      Letter, as of December 31, 2004 (99.2 to Form 8-K dated January 26, 2005
      in 1-11299).
*10(cw) - Summary of Outside Director Compensation and Benefits for
      Entergy Corporation, as of July 29, 2005.
12 - Computation of Ratio of Earnings to Fixed Charges.
*21 - List of Subsidiaries (21 to Form 10-K for the year ended December
      31, 2004 in 1-11299).
23(a) - Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) - Independent Auditors' Consent of Ernst & Young LLP.
23(c) - Consent of Denise C. Redmann, Assistant General Counsel -
      Corporate and Securities, of Entergy Services, Inc. (included in opinion,
      attached hereto as Exhibit 5(a)).
23(d) - Consent of Thelen Reid & Priest LLP (included in opinion,
      attached hereto as Exhibit 5(b)).
23(e) - Consent of Jere Ahrens, Senior Tax Counsel of Entergy Services,
      Inc. (included in opinion attached hereto as Exhibit 5(c)).
24(a) - Power of Attorney with respect to directors.
24(b) - Power of Attorney with respect to officers (included on the
      signature page of this registration statement).
24(c) - Power of Attorney with respect to officer signing the
      registration statement on behalf of Entergy.
25(a) - Statement of Eligibility on Form T-1 of Deutsche Bank Trust
      Company Americas, as indenture trustee.
25(b) - Statement of Eligibility on Form T-1 of The Bank of New York,
      as purchase contract agent.
*Incorporated herein by reference as indicated.
+To be filed by amendment.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To deliver or cause to be delivered with the
        prospectus, to each person to whom the prospectus is sent or given, the
        latest annual report to security holders that is incorporated by
        reference in the prospectus and furnished pursuant to and meeting the
        requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange
        Act of 1934; and, where interim financial information required to be
        presented by Article 3 of Regulation S-X are not set forth in the
        prospectus, to deliver, or cause to be delivered to each person to whom
        the prospectus is sent or given, the latest quarterly report that is
        specifically incorporated by reference in the prospectus to provide such
        interim financial information.
(2) Insofar as indemnification for liabilities
        arising under the Securities Act of 1933 may be permitted to directors,
        officers and controlling persons of the registrant pursuant to the
        foregoing provisions, or otherwise, the registrant has been advised that
        in the opinion of the Securities and Exchange Commission such
        indemnification is against public policy as expressed in the Act and is,
        therefore, unenforceable. In the event that a claim for indemnification
        against such liabilities (other than the payment by the registrant of
        expenses incurred or paid by a director, officer or controlling person
        of the registrant in the successful defense of any action, suit or
        proceeding) is asserted by such director, officer or controlling person
        in connection with the securities being registered, the registrant will,
        unless in the opinion of its counsel the matter has been settled by
        controlling precedent, submit to a court of appropriate jurisdiction the
        question whether such indemnification by it is against public policy as
        expressed in the Act and will be governed by the final adjudication of
        such issue.
(3) That, for purposes of determining any liability
        under the Securities Act of 1933, the information omitted from the form
        of prospectus filed as part of this registration statement in reliance
        upon Rule 430A and contained in a form of prospectus filed by the
        registrant pursuant to Rule 424(b)(1)or (4)or 497(h) under the
        Securities Act shall be deemed to be part of this registration statement
        as of the time it was declared effective.
(4) That, for the purpose of determining any
        liability under the Securities Act of 1933, each post-effective
        amendment that contains a form of prospectus shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Clinton,
State of Mississippi, on December 2, 2005.
ENTERGY CORPORATION
By:
/s/ Leo P. Denault
Name: Leo P. Denault
Title: Executive Vice President and Chief
Financial Officer
Each of J. Wayne Leonard, Leo P. Denault, and Nathan E. Langston, whose
signature appears below, has appointed Nathan E. Langston, Steven C. McNeal, and
Denise C. Redmann, and each of them severally, as his attorney-in-fact to sign
in his name and behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all amendments, including any
post-effective amendments to this registration statement and any registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signature
Title
Date
/s/ J. Wayne Leonard
Chief Executive Officer and Director
December 2, 2005
J. Wayne Leonard
(Principal Executive Officer)
Executive Vice President and Chief
/s/ Leo P. Denault
Financial Officer
December 2, 2005
Leo P. Denault
(Principal Financial Officer)
Senior Vice President and
/s/ Nathan E. Langston
Chief Accounting Officer
December 2, 2005
Nathan E. Langston
(Principal Accounting Officer)
*
Chairman of the Board and Director
December 2, 2005
Robert v.d. Luft
*
Director
December 2, 2005
Maureen S. Bateman
*
Director
December 2, 2005
W. Frank Blount
*
Director
December 2, 2005
Simon D. deBree
*
Director
December 2, 2005
Claiborne P. Deming
*
Director
December 2, 2005
Gary W. Edwards
*
Director
December 2, 2005
Alexis M. Herman
* By:
/s/ Nathan E. Langston
Nathan E. Langston
Attorney-in-fact