Exhibit 4.08
TRUST AGREEMENT
OF ENTERGY LOUISIANA CAPITAL II
This TRUST AGREEMENT of Entergy Louisiana Capital II (the
"Trust"), dated as of April __, 1996, among (i) Entergy Louisiana,
Inc., a Louisiana corporation (the "Depositor"), (ii) The Bank of New
York, a New York banking corporation, not in its individual capacity
but solely as trustee of the Trust, (iii) The Bank of New York
(Delaware), a Delaware banking corporation, not in its individual
capacity but solely as trustee of the Trust, and (iv) William J.
Regan, Jr., an individual employed by the Depositor, not in his
individual capacity but solely as trustee of the Trust (each of such
trustees in (ii), (iii) and (iv) a "Trustee" and collectively, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:
I. The trust created hereby shall be known as "Entergy
Louisiana Capital II", in which name the Trustees, or the Depositor
to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.
II. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount
shall constitute the initial trust estate. The Trustees hereby
declare that they will hold the trust estate in trust for the
Depositor. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of Title
12 of the Delaware Code, 12 Del. C. 3801 et seq. (the "Business
Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and
directed to execute and file a certificate of trust with the Delaware
Secretary of State in accordance with the provisions of the Business
Trust Act.
III. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form to be included as an exhibit to the 1933
Act Registration Statement referred to below, to provide for the
contemplated operation of the Trust created hereby and the issuance
of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustees shall not have any duty or
obligation hereunder or with respect of the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or
approvals required by applicable law or otherwise.
IV. The Depositor and the Trustees hereby authorize and direct
the Depositor (i) to file with the Securities and Exchange Commission
(the "Commission") and execute, in each case on behalf of the Trust,
(a) a Registration Statement on Form S-3 (the "1933 Act Registration
Statement"), including any pre-effective or post-effective amendments
to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and certain other securities and (b) a
Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including all pre-effective and post-effective
amendments thereto) relating to the registration of the Preferred
Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange (the "Exchange") and execute on behalf of the Trust a
listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on the
Exchange and (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and
documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to in
clauses (i) and (ii) above is required by the rules and regulations
of the Commission, the Exchange or state securities or blue sky laws,
to be executed on behalf of the Trust by one or more of the Trustees,
each of the Trustees, in its or his capacity as Trustee of the Trust,
is hereby authorized and, to the extent so required, directed to join
in any such filing and to execute on behalf of the Trust any and all
of the foregoing, it being understood that The Bank of New York and
The Bank of New York (Delaware), in their capacities as Trustees of
the Trust, respectively, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the Exchange
or state securities or blue sky laws. In connection with all of the
foregoing, the Depositor and each Trustee, solely in its or his
capacity as Trustee of the Trust, hereby constitutes and appoints
William J. Regan, Jr., Steve McNeal and Frank Williford, and each of
them, as its or his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the Depositor
or such Trustee or in the Depositor's or such Trustee's name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the
same, with all exhibits thereto, and other documents in connection
therewith and in connection with the filing of the 1933 Act
Registration Statement and the 1934 Act Registration Statement, with
the Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as the Depositor or such Trustee might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective
substitute or substitutes, shall do or cause to be done by virtue
hereof.
V. This Trust Agreement may be executed in one or more
counterparts.
VI. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of Trustees;
provided, however, that to the extent required by the Business Trust
Act, one Trustee shall either be a natural person who is a resident
of the State of Delaware, or, if not a natural person, an entity
which has its principal place of business in the State of Delaware
and otherwise meets the requirements of applicable Delaware law.
Subject to the foregoing, the Depositor is entitled to appoint or
remove without cause any Trustee at any time. The Trustees may
resign upon thirty days prior notice to Depositor.
This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed as of the day and year first
above written.
ENTERGY LOUISIANA, INC.
as Depositor
By:_______________________________
Name: _________________________
Title:__________________________
THE BANK OF NEW YORK, not in its
individual capacity but solely
as Trustee
By:_______________________________
Name: _________________________
Title:__________________________
THE BANK OF NEW YORK (DELAWARE),
not in its
individual capacity but
solely as Trustee
By:_______________________________
Name: _________________________
Title:__________________________
WILLIAM J. REGAN, JR., not in his individual
capacity but solely as Trustee
By:_______________________________