Exhibit 10(a)81
POST-RETIREMENT PLAN OF
ENTERGY CORPORATION AND SUBSIDIARIES
(As Amended and Restated Effective January 1, 2000)
Certificate of Amendment
Amendment No. 1
THIS INSTRUMENT, executed and made effective this 28th
day of December, 2001, ("Effective Date") constitutes the
First Amendment of the Post-Retirement Plan of Entergy
Corporation and Subsidiaries, as amended and restated
effective January 1, 2000 (the "Plan").
All capitalized terms used in this document shall have
the meanings assigned to them in the Plan unless otherwise
defined in this document.
Pursuant to Section 9.01 of the Plan, the Personnel
Committee, as authorized by the Board of Directors, does
hereby amend the Plan as follows:
1. Current Sections 1.30, 1.31 and 1.32 are
renumbered 1.31, 1.32 and 1.33, respectively, and a
new Section 1.30 is added to the Plan to read as
follows:
1.30 "System Management Participant" shall mean a
Participant who is currently, or was immediately prior
to the commencement of a Change in Control Period, at
one of the System Management Levels set forth in
Section 1.29.
2. Section 4.04 of the Plan is amended in its entirety to
read as follows:
4.04 (a) In lieu of the monthly benefits payable under
Sections 4.02 and 4.03, a Participant who, at the
time of his Retirement from Service (on or after his
Early Retirement Date) or Qualifying Event, is a
System Management Participant (or is treated as a
System Management Participant in accordance with
Section 1.30), may elect, subject to the terms and
conditions set forth in this Section 4.04(a) and
Section 4.04(c), an optional single-sum payment.
The optional single-sum payment amount shall be
equal to the present value of the System Management
Participant's Plan benefit determined under (1)
Section 4.02 as of the date of his Retirement from
Service or (2) Section 7.03 as of the date of his
Qualifying Event, if applicable. Present value
shall be computed using the same interest and
mortality assumptions used in the Entergy
Corporation Retirement Plan for Non-Bargaining
Employees for computing the present value of
benefits (for purposes of the involuntary cash-out
rules) as of the time such single-sum amount is to
be computed. Under this optional form of benefit
payment, no further benefit payments of any kind
shall be made under the Plan to the Participant, the
Participant's legal spouse, or any other person on
behalf of the Participant.
(b) A System Management Participant who is
eligible for an optional single-sum payment in
accordance with Section 4.04(a), and who is eligible to
participate in and has elected to participate in the
Executive Deferred Compensation Plan of Entergy
Corporation and Subsidiaries ("EDCP") may elect, in
accordance with Section 4.04(c), to convert the entire
amount of the present value of the Participant's Plan
benefit, determined in accordance with Section 4.04(a),
to an equivalent credited balance under the EDCP, in
which case no further benefit payments of any kind
shall be due, or made under the Plan, to the
Participant, the Participant's legal spouse, or any
other person on behalf of the Participant. Any
election to convert Plan benefits under this Section
4.04(b) shall be effective as to the entire value of
such Plan benefits at the time of conversion.
(c) A System Management Participant's
election of the single-sum payment in accordance
with Section 4.04(a) and a System Management
Participant's conversion election in accordance with
Section 4.04(b), if applicable, shall be subject to
the following:
(1) Each such election must be made at least 6 months prior
to the earlier of (i) Retirement from Service or (ii) the
earliest Income Commencement Date under Section 7.03
following a Qualifying Event, and in such form as
the Administrator (or its delegate) may require;
(2) Any failure by the Participant to make an affirmative
written election hereunder on or before the deadline
established in subsection (1) above shall constitute a
waiver both of any right to elect the single-sum form of
benefit and the right to convert Plan benefits in accordance
with Section 4.04(b), in which case the terms of Sections
4.02 and 4.03 shall govern to the extent applicable;
(3) The Participant may cancel his election for the single-
sum form of benefit or conversion of Plan benefits, if
applicable, at any time prior to the deadline for making
such elections as described in subsection (1), after which
date any such election(s) shall become irrevocable; and
(4) An eligible Participant's election shall be subject to
the written consent of the Employer.
3. Section 7.03 of the Plan is amended by adding a
new paragraph at the end of that Section to read as
follows:
If a Participant described in this Section 7.03 is a
System Management Participant (or is treated as a
System Management Participant in accordance with
Section 1.30) at the time of such Qualifying Event,
then at the System Management Participant's earliest
Income Commencement Date, as described in (c) above,
the entire amount of the present value (as computed
in accordance with Section 4.04(a)) of the System
Management Participant's Plan benefit, as determined
in accordance with this Section 7.03, shall be
converted to an equivalent credited balance under
the EDCP if the System Management Participant has a
conversion election in effect that satisfies the
requirements of Section 4.04(c), in which case no
further benefit payments of any kind shall be due,
or made under the Plan, to the Participant, the
Participant's legal spouse, or any other person on
behalf of the Participant.
4. Section 9.01 of the Plan is hereby restated in its
entirety to read as follows:
9.01 General. The Personnel Committee of the Board of
Directors shall have the right, in its absolute
discretion, at any time and from time to time, to
modify or amend, in whole or in part, any or all of the
provisions of this Plan, or suspend or terminate it
entirely, subject to the provisions of Section 9.02
hereof. The provisions of this Article IX shall
survive a termination of the Plan unless such
termination is agreed to by the Participants.
5. Section 9.02(d) of the Plan is amended and restated as
follows:
(d) Unless agreed to in writing and signed by the affected
System Management Participant and by the Plan Administrator,
no provision of this Plan may be modified, waived or
discharged before the earlier of: (i) the expiration of the
two-year period commencing on the date of a Potential Change
in Control, or (ii) the date on which the Change in Control
event contemplated by the Potential Change in Control is
terminated.
IN WITNESS WHEREOF, the Personnel Committee has caused this
First Amendment to the Post-Retirement Plan of Entergy
Corporation and Subsidiaries to be executed by its duly
authorized representative on the day, month, and year above
set forth.
PERSONNEL COMMITTEE
through the undersigned duly
authorized representative
__________________________
WILLIAM E. MADISON
Senior Vice-President,
Human Resources and Administration
for Entergy Services, Inc.