Exhibit 10(a)78
[Letterhead of C. Gary Clary]
March 13, 1998
Mr. J. Wayne Leonard
5150 Rollman Estate Drive
Cincinnati, OH 45236
Subject:Letter of Intent
Dear Wayne:
I would like to confirm the discussions we have had regarding our
intent to extend an employment offer to you for the position of
President and Chief Operating Officer, Domestic Operations. The
offer will include the following:
* Base Salary: $600,000
* Target Annual Incentive: $420,000 (70% of Base Salary)
* Long Term Incentive Plan: Maximum of 15,000 shares of Entergy Corp.
(i.e., Performance Shares) common stock per year -- (Estimated value @
$28 per share + $1.80 dividends = $447,000).
(Target annual = 10,000 ETR shares)
* Stock Options: Maximum = 150,000 options per year
(Target = 100,000 per year)
* Signing Bonus: $500,000 Payable in cash shortly after
your date of hire; or, it can
be tax deferred until your
retirement - your choice.
* Retention Award: 30,000 ETR shares. Restrictions lifted
(i.e., Restricted Shares) at the rate of 10,000 shares per year
(no dividends) beginning with
your first employment anniversary.
(Estimated value @ $28 per share =
$280,000/yr. & $840,000 total).
* Retirement benefits (with 60% of your highest three-year
continued employment until average base salary and annual
age 55): incentive payments. Benefit payments can
begin as early as your age 55.
However, this benefit will be offset
to the full extent of your ClNergy's age
62 terminated vested benefit of
$12,862.74 per month. ClNergy's
offset may be lower if you choose to
retire before age 62. Spousal
benefit = 50% of this benefit.
Mr. J. Wayne Leonard
March 13, 1998
Page 2
* Termination benefits:
- - Voluntary resignation
prior to age 55: Payment of accrued compensation benefits.
The 60% of three-year compensation guarantee
described herein would be forfeited.
- - Termination prior to
age 55 with ETR Payment of accrued compensation and benefits.
permission: The 60% replacement rate under the retirement
benefit described herein would be reduced at
the annual rate of 6.5% per year for each
year your termination date precedes your
age 55; and, it would become payable at
age 62. Spousal retirement benefit = 50%
- - Change in Control --
resignation for Payment of accrued compensation and benefits,
"Good Reason": including immediate vesting of the 60%
replacement rate under the retirement benefit
described herein (such payments would begin
at age 55). Plus, a lump sum "parachute
payment" equal to 2.99 times your average
three-year pay (i.e., "Base Amounts, which is
equal to the maximum amount that can be paid
without the payment becoming subject to the
Excise TAX within the meaning of Section
280G(b)(l) of the IRC.)
* Welfare Benefits and
Perquisites: In addition to the full range of benefits
offered to all employees, you will be
eligible for such benefits as executive
car allowance, financial counseling,
Executive Medical and country club
membership.
* Home Purchase: Entergy will make you a "directed offer"
equal to the cost you incurred to purchase
your present home.
* Vacation: Four weeks beginning in 1998 and five weeks
after your fifth anniversary of employment.
As I mentioned, this offer is contingent upon Board approval. The
Board is next scheduled to meet on Wednesday, March 25, 1998.
Signed: /s/ Gary Clary On: March 13, 1998
Gary Clary, VP, Human Resources & Administration
Signed: J. Wayne Leonard On:____________________________
J. Wayne Leonard