EXHIBIT H
FORM OF NOTICE OF PROPOSED TRANSACTIONS
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- 9189)
ENTERGY CORPORATION
NOTICE OF PROPOSAL TO ADOPT EQUITY OWNERSHIP PLAN;
ORDER AUTHORIZING PROXY SOLICITATION
Entergy Corporation, 639 Loyola Avenue, New Orleans,
Louisiana 70113 ("Entergy"), a registered holding company,
has filed a post effective amendment application-declaration
(File No. 70-9189 )with the Commission pursuant to Sections
6(a), 7 and 12(e) of the Public Utility Holding Company Act
of 1935 (the "Act") and Rules 62 and 65 thereunder.
By order dated July 10, 1998 in this file (HCAR No. 35-
26895) (the "1998 Order") Entergy Corporation ("Entergy"),
a public utility holding company registered with the
Securities and Exchange Commission ("Commission") under the
Public Utility Holding Company Act of 1935, as amended (the
"Act"), was authorized through December 31, 2008 to issue
Options, Restricted Shares, Performance Shares and Equity
Awards shares and, in connection therewith, to issue or sell
up to 12,000,000 shares of Common Stock to eligible key
employees and outside directors under the 1998 Equity
Ownership Plan of Entergy Corporation and Subsidiaries
("1998 Equity Plan").
The Board of Directors (the "Board") of Entergy has
adopted the Equity Awards Plan ("2000 Awards Plan,"
collectively with the 1998 Equity Plan, the "Plans") as an
Amendment to the 1998 Equity Plan subject to Commission
approval. There are no material differences between the 2000
Awards Plan and 1998 Equity Plan except that awards granted
under the 2000 Awards Plan will be restricted to those
officers and outside directors (as defined below) of Entergy
and its subsidiaries who are not subject to Section 16(b) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). In addition, for those stock options
previously awarded under the 1998 Equity Plan to those
employees who are not subject to Section 16 (b) of the
Exchange Act, the Company anticipates that those stock
options will be rescinded and replacement awards granted
under the 2000 Awards Plan. Once stock options granted
under the 1998 Equity Plan are rescinded, those underlying
shares will then become available for grant under the 1998
Equity Plan.
Under the 2000 Awards Plan, awards may be granted to
certain designated officers and executive personnel ("Key
Employees") of Entergy and those companies with respect to
which Entergy owns, or directly or indirectly controls, a
majority of the combined voting power (hereinafter, the
"Subsidiaries") and members of the Board of Directors of
Entergy who are not otherwise employed by Entergy or the
Subsidiaries. The purpose of the 2000 Awards Plan is to
give Key Employees and Outside Directors ("Outside
Directors") and who are not subject to section 16(b) of the
Exchange Act, an opportunity to acquire shares of the
Common Stock, $0.01 par value, of Entergy ("Common
Stock"), to more closely tie the interests of Key
Employees and Outside Directors to those of
Entergy's stockholders, and to reward the effective
leadership of Entergy and the Subsidiaries through the
use of equity incentives. Key Employees are those who, in
the opinion of the Committee (as defined herein), have
significant responsibility for the continued growth,
development and financial success of Entergy and the
Subsidiaries.
The 2000 Awards Plan provides for several mechanisms
for building the equity holdings of key employees and
outside directors. These mechanisms include: (1) stock
options ("Options"), which may be either nonstatutory stock
options or incentive stock options as provided in Section
422 of the Code; (2) shares of Common Stock, which vest
over a period of time ("Restricted Shares"); (3) shares
of Common Stock which are awarded upon attainment
of specified performance goals ("Performance Shares");
or (4) equity awards in the form of phantom stock units
("Equity Awards"). The Committee may select from among
these mechanisms when making awards under the 2000 Awards
Plan.
A maximum of 30,000,000 shares of Common Stock will be
available for awards under the 2000 Award Plan, subject to
adjustment due to stock dividends, stock splits,
recapitalizations, mergers, consolidations or other
reorganizations. Shares of Common Stock awarded under the
Plan may be either authorized but unissued shares or shares
acquired in the open market. Shares of Common Stock covered
by awards which are not earned, or which are forfeited for
any reason, and Options which expire unexercised, will again
be available for subsequent awards under the Equity Plan.
To the extent that shares of Common Stock previously held in
a participant's name are surrendered upon the exercise of an
Option or except for shares relating to an award which are
used to pay withholding taxes, such shares shall become
available for subsequent awards under the 2000 Awards Plan.
The Chief Executive Officer, Executive Vice Presidents,
Senior Vice Presidents, and selected Vice Presidents with
the approval of the office of the Chief Executive
(Qualifying Employees) are granted certain benfits under the
Plans in the event of a Change of Control (as defined in the
2000 Awards Plan). In addition to providing for
continuation of salary and benefits for a certain period of
time after a Change of Control, this provision provides that
Qualifying Employees will fully vest in all long-term
incentives under the Plans. In addition, all payments will
be grossed up to cover any applicable Federal exercise
taxes.
The 2000 Awards Plan will be administered by the
Personnel Committee of the Board of Directors of Entergy
or such other committee ("Committee") as the Board may
determine is qualified, to the extent required, to
administer the 2000 Awards Plan in accordance with Rule
16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Committee will have the
full power under the 2000 Awards Plan to select from
among eligible Key Employees and Outside Directors those
individuals to whom awards will be granted; to grant any
combination of awards to any participants and to
determine the specific terms and conditions of each
award. The Committee will also have the exclusive
authority to interpret the 2000 Awards Plan.
Entergy requests authority from time to time during the
period through December 31, 2010 to grant Options,
Restricted Shares, Performance Shares and 2000 Awards
pursuant to the Equity Plan and, in connection therewith,
to issue or sell up to
30,000,000 shares of Common Stock to eligible Key Employees
and Outside Directors under the 2000 Awards Plan.
IT IS ORDERED, that the declaration regarding the
proposed solicitation of proxies be, and it hereby is,
permitted to become effective forthwith, pursuant to Rule 62
and subject to the terms and conditions prescribed in Rule
24 under the Act.
The application-declaration and any amendments thereto
are available for public inspection through the
Commission's Office of Public Reference. Interested
persons wishing to comment or request a hearing should
submit their views in writing by , 2000 to the
Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the applicant-declarant
at the address specified above. Proof of
service (by affidavit, or in case of any attorney at
law, by certificate) should be filed with the request. Any
request for a hearing shall identify specifically the
issues of fact or law that are disputed. A person who so
requests will be notified of any hearing, if ordered, and
will receive a copy of any notice or order issued in this
matter. After said date, the application-declaration, as
filed or as amended, may be granted and/or
permitted to become effective.
Jonathan G. Katz
Secretary
