Notice of Annual Meeting of Stockholders
New Orleans, Louisiana
April 6, 2001
To the Stockholders of ENTERGY CORPORATION:
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
Date: Friday, May 11, 2001
Time: 10:00 a.m. Central Daylight Time
Place: Hilton Jackson & Conference Center
1001 East County Line Road
Jackson, Mississippi 39211
MATTERS TO BE VOTED ON
Election of Thirteen Directors.
/s/ Michael G. Thompson
Michael G. Thompson
Secretary
TABLE OF CONTENTS
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS 1
MATTERS TO BE VOTED ON 1
PROXY STATEMENT 4
GENERAL INFORMATION ABOUT VOTING 4
WHO CAN VOTE 4
VOTING BY PROXIES 4
HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS 4
QUORUM REQUIREMENT 4
VOTES NECESSARY FOR ACTION TO BE TAKEN 5
COST OF THIS PROXY SOLICITATION 5
ATTENDING THE ANNUAL MEETING 5
STOCKHOLDERS WHO OWN AT LEAST FIVE PERCENT 5
PROPOSAL ELECTION OF DIRECTORS 6
GENERAL INFORMATION ABOUT NOMINEES 6
TERM OF OFFICE 6
INFORMATION ABOUT THE NOMINEES 6
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES 10
Audit Committee 10
Finance Committee 10
Personnel Committee 11
Nuclear Committee 11
Public Affairs Committee 11
Executive Committee 11
Director Affairs Committee 12
DIRECTOR COMPENSATION 12
SERVICE AWARDS FOR DIRECTORS 12
RETIREMENT FOR DIRECTORS 12
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 13
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS 13
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 13
AUDIT COMMITTEE REPORT 14
INDEPENDENT ACCOUNTANTS 14
REPORT OF PERSONNEL COMMITTEE ON EXECUTIVE COMPENSATION 15
COMPARISON OF FIVE YEAR CUMULATIVE RETURN 17
EXECUTIVE COMPENSATION TABLES 18
Summary Compensation Table 18
Option Grants to the Executive Officers in 2000 19
Aggregated Option Exercises in 2000 and December 31,
2000 Option Values 19
Long-Term Incentive Plan Awards in 2000 20
RETIREMENT INCOME PLAN 20
Retirement Income Plan Table 20
PENSION EQUALIZATION PAYMENTS 21
SUPPLEMENTAL RETIREMENT PLANS 21
SYSTEM EXECUTIVE RETIREMENT PLAN 21
System Executive Retirement Plan Table 22
EXECUTIVE EMPLOYMENT CONTRACTS AND RETIREMENT AGREEMENTS 22
EXECUTIVE RETENTION AGREEMENTS 22
STOCKHOLDER PROPOSALS FOR 2002 MEETING 25
PROXY STATEMENT
Your vote is very important. For this reason, the Board of Directors
is requesting that you allow your Entergy Corporation Common Stock to
be represented at the Annual Meeting by J. Wayne Leonard, Robert
v.d.Luft and William A. Percy II, the persons named as proxies on the
enclosed proxy card. This proxy statement has been prepared for the
Board by our management. The terms "we", "our", "Entergy" and the
"Corporation" each refer to Entergy Corporation. This proxy statement
is being sent to our stockholders on or about April 10, 2001.
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE. You are entitled to vote your Common Stock if our
records show that you held your shares as of March 13, 2001. At the
close of business on March 13, 2001, 220,237,541 shares of Common
Stock were outstanding and entitled to vote. Each share of Common
Stock has one vote. The enclosed proxy card shows the number of
shares that you are entitled to vote.
VOTING BY PROXIES. Of course, you may come to the meeting and vote
your shares in person. If your Common Stock is held by a broker, bank
or other nominee, you will receive instructions from them as to how
your shares may be voted in accordance with your instructions. Follow
those instructions carefully. If you hold your shares in your own
name, you may instruct the proxies as to how to vote your Common Stock
by using the toll free telephone number listed or accessing the
Internet address on the proxy card or by signing, dating and mailing
the proxy card in the postage paid envelope provided to you. Proxies
granted by these methods are valid under applicable state law. When
you use the telephone or Internet voting system, the system verifies
that you are a stockholder through the use of a Personal
Identification Number assigned to you. The telephone and Internet
voting procedures allow you to instruct the proxies as to how to vote
your shares and confirm that your instructions have been properly
recorded. Your Personal Identification Number and specific directions
for using the telephone and Internet voting system are on the proxy
card. Whether you send your instructions by mail, telephone or the
Internet, the proxies will vote your shares in accordance with those
instructions. If you sign and return a proxy card without giving
specific voting instructions, your shares will be voted as recommended
by our Board of Directors. We are not currently aware of any matters
to be presented to the Annual Meeting other than those described in
this proxy statement. If any other matters are presented at the
meeting, the proxies will use their own judgment in determining how to
vote your shares. If the meeting is adjourned, your Common Stock may
be voted by the proxies on the new meeting date.
HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS. To revoke your proxy
instructions, you must either advise the Secretary in writing before
your shares have been voted by the proxies at the meeting, deliver to
us later proxy instructions, or attend the meeting and vote your
shares in person.
QUORUM REQUIREMENT. The Annual Meeting cannot be held unless a quorum
equal to a majority of the outstanding shares entitled to vote is
represented at the meeting. If you have returned valid proxy
instructions or attend the meeting in person, your shares will be
counted to determine whether there is a quorum, even if you wish to
abstain from voting on some or all matters introduced at the meeting.
"Broker non-votes" also count for quorum purposes. If you hold your
Common Stock through a broker, bank or other nominee, it may only vote
those shares in accordance with your instructions. However, if it has
not received your instructions by a specified date, it may vote on
matters that the New York Stock Exchange has determined to be routine.
All matters to be voted on at the Annual Meeting are considered to be
routine.
VOTES NECESSARY FOR ACTION TO BE TAKEN. Thirteen directors will be
elected at the meeting, meaning that the thirteen nominees receiving
the most votes will be elected. Abstentions will have no effect on the
outcome of the election of directors.
COST OF THIS PROXY SOLICITATION. We will pay the cost of this proxy
solicitation. In addition to soliciting proxies by mail, we expect
that certain of our employees may solicit stockholders for their
proxies, personally and by telephone. None of these employees will
receive any additional or special compensation for doing so. We have
retained Morrow & Co. Inc. for a fee of $12,500 plus reasonable out-of-
pocket costs and expenses, to assist in the solicitation of proxies.
We will, upon request, reimburse brokers, banks and other nominees for
their expenses in sending proxy materials to their principals and
obtaining their proxies.
ATTENDING THE ANNUAL MEETING. If you are a holder of record and you
plan to attend the Annual Meeting, please come to the registration
desk before the meeting. If you are a beneficial owner of Common
Stock held by a bank or broker (i. e., in "street name"), you will
need proof of ownership of your Common Stock as of March 13, 2001 to
be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want
to vote in person your shares of Common Stock held in street name, you
must obtain a proxy in your name from the registered holder.
STOCKHOLDERS WHO OWN AT LEAST FIVE PERCENT. A stockholder
"beneficially owns" Common Stock by having the power to vote or
dispose of the Common Stock, or to acquire the Common Stock within 60
days. Stockholders who beneficially own at least five percent of the
Common Stock are required to file certain reports with the Securities
and Exchange Commission. Based on these reports, the following
beneficial owners have reported their ownership as of December 31,
2000:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Barrow, Hanley, Mewhinney &
Strauss, Inc. ("BHM&S") 23,645,358 (1) 10.1%
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75204-2429
FMR Corp ("FMR") 12,650,510 (2) 5.7%
82 Devonshire Street
Boston, Massachusetts 02109
Franklin Resources, Inc. ("FRI") 16,218,749 (3) 7.4%
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, California 94403-7777
Putnam Investments, Inc. 14,387,962 (4) 6.6%
One Post Office Square
Boston, Massachusetts 02109
J.P. Morgan Chase & Co. 12,648,612 (5) 5.7%
270 Park Avenue
New York, New York 10017
(1) BHM&S has indicated that it has sole voting power over 5,025,158
shares, sole investment power over all 23,645,358 shares and shared
voting power over 18,620,200 shares. BHM&S also advised Entergy
that it is a registered investment advisor and these shares are held
on behalf of various clients. These shares include 16,266,100
shares (7.41%) held on behalf of the Vanguard Windsor Funds-Vanguard
Windsor II Fund, The Vanguard Group, 455 Devon Park Drive, Wayne,
Pennsylvania 19087-1815.
(2) FMR may not vote or transfer this Common Stock. The shares are
beneficially owned by two wholly owned subsidiaries of FMR each of
which may vote and transfer the shares beneficially owned by it.
Fidelity Management and Research Company beneficially owns and has
shared investment power over 12,324,460 shares and Fidelity Management
Trust Company beneficially owns and has shared investment power over
317,550 shares. The remaining 8,500 shares are beneficially owned and
may be voted and transferred by Fidelity International Limited, a
Bermudan joint stock company and former majority-owned subsidiary of
Fidelity Management and Research Company.
(3) FRI may not vote or transfer this Common Stock. These shares are
beneficially owned by one or more investment companies or other
managed accounts, which are advised by investment advisory
subsidiaries of FRI. Those subsidiaries, Franklin Advisors, Inc.,
Templeton Global Advisors, Limited, Franklin Templeton Investment
Management Limited, Templeton Investment Counsel, LLC, and Franklin
Advisory Services, LLC., may vote and transfer 4,382,600, 11,013,399,
20,000, 2,700, and 800,000 shares, respectively.
(4) Putnam Investments, Inc., a wholly owned subsidiary of Marsh &
McLennan Companies, Inc., wholly owns two registered investment
advisers: Putman Investment Management, LLC and The Putnam Advisory
Company, Inc. which beneficially own and have shared investment power
over 12,484,429 and 1,903,533 shares, respectively. Putnam
Investments, Inc. has shared voting power as to 745,516 shares.
(5) J.P. Morgan Chase & Co. has indicated that it has sole voting
power over 9,640,234 shares, sole investment power over 12,377,145
shares, shared investing power over 198,295 shares, and shared voting
power over 103,320 shares.
PROPOSAL 1 ELECTION OF DIRECTORS
GENERAL INFORMATION ABOUT NOMINEES
All nominees are currently members of the Board. Each has agreed to
be named in this proxy statement and to serve if elected. Except
where authority to vote for one or more nominee(s) is withheld, the
proxies will vote all Common Stock represented by an executed proxy
equally for the election of the nominees listed below.
TERM OF OFFICE. Directors are elected annually to serve a term of one
year and until the next annual meeting of stockholders and the
election of their successors.
INFORMATION ABOUT THE NOMINEES. The following biographical
information was supplied by each nominee. Unless stated otherwise,
all nominees have been continuously employed in their present
positions for more than five years. The age of each individual is as
of December 31, 2000.
MAUREEN S. BATEMAN Age 57 Director
Since 2000
Boston, Massachusetts
- Executive Vice President and General Counsel of State Street
Corporation (administrative and financial services for
institutional investors)
- Vice Chairman of the Board of Trustees of Fordham University
- Director of Boston Public Library Foundation, the Boston Bar
Foundation, YMCA of Boston, Catholic Schools Foundation of
Boston, and Morgan Memorial Goodwill Industries
W. FRANK BLOUNT Age 62 Director
Since 1987
Atlanta, Georgia
- Chairman & CEO of Cypress Communications, Inc. (in-building
integrated communications supplier)
- Chairman & CEO of JI Ventures, Inc. (high-tech venture capital
fund)
- Former Chief Executive Officer and Director of Telstra
Communications Corporation (Australian- telecommunications
company)
- Director of First Union National Bank of Georgia; Caterpillar,
Inc.; Alcatel Ltd.; Alcatel USA; Adtran, Inc.; Hanson Inc.;
Global Light Communications, Inc.; Sphera Optical Networks,
Inc.; B Digital, Inc.
VADM. GEORGE W. DAVIS Age 67 Director
Since 1998
USN (Ret.)
Columbia, South Carolina
- Retired Director, President and Chief Operating Officer of
Boston Edison Company (utility company)
- Vice Admiral (retired) U.S. Navy and former Commander Naval
Surface Force, Pacific
- Director of The University of Chicago's Board of Governors for
Argonne National Laboratories
- Former Chairman of the Board for the National Nuclear
Accrediting Board for the Institute of Nuclear Power
Operations
DR. NORMAN C. FRANCIS Age 69 Director
Since 1994
New Orleans, Louisiana
- President of Xavier University of Louisiana, New Orleans,
Louisiana
- Director of The Equitable Life Assurance Society of the United
States, New York, New York; Liberty Bank & Trust, New Orleans,
Louisiana; and Piccadilly Cafeterias Inc., Baton Rouge,
Louisiana
- Member of the Advisory Board of The Times Picayune Publishing
Co., New Orleans, Louisiana
- Chairman of the Board for the Southern Education Foundation,
Atlanta, Georgia
- Former Chairman of the Board of Trustees, Educational
Testing Service, Princeton, New Jersey
- Chairman of the Advisory Board for the Local Initiative Support
Corporation, New Orleans, Louisiana
J. WAYNE LEONARD Age 50 Director
Since 1999
New Orleans, Louisiana
- Chief Executive Officer of Entergy and Entergy Services, Inc.,
January 1999-present
- Director of Entergy Arkansas, Inc.; Entergy Gulf States, Inc.;
Entergy Louisiana, Inc.; Entergy Mississippi, Inc.; Entergy New
Orleans, Inc.; and Entergy Services, Inc.; June 1998-1999
- Chief Operating Officer, Entergy Arkansas, Inc.; Entergy Gulf
States, Inc.; Entergy Louisiana, Inc.; Entergy Mississippi,
Inc.; and Entergy New Orleans; Inc.; March-December, 1998
- President, Cinergy Capital & Trading, 1998
- President, Energy Commodities Business Unit of Cinergy, 1998
- Group Vice President and Chief Financial Officer of Cinergy,
1994-1997
ROBERT v.d. LUFT Age 65 Director
Since 1992
Chadds Ford, Pennsylvania
- Chairman of the Board, Entergy
- Chairman of the Board of EKLP, L.L.C.
- Member, Management Committee, EntergyShaw, L.L.C.
- Acting Chief Executive Officer of Entergy, May-December 1998
- Former Chairman of the Board of DuPont Dow Elastomers
- Retired Senior Vice President-DuPont and President-DuPont
Europe (industrial products, fibers, petroleum, chemicals,
and specialty products businesses)
- Retired Chairman of Dupont International
- Member of the Board of Visitors, School of Engineering,
University of Pittsburgh
- Director of Stonebridge Bank
- Director of U.S. Chamber of Commerce
KATHLEEN A. MURPHY Age 50 Director
Since 2000
Boston, Massachusetts
- Senior Vice President and Chief Financial Officer of Connell
Limited Partnership (diversified manufacturing company)
- Trustee of Emmanuel College, Boston, Massachusetts
DR. PAUL W. MURRILL Age 66 Director
Since 1993
Baton Rouge, Louisiana
- Professional Engineer
- Former Chairman of the Board of Piccadilly Cafeterias, Inc.,
Baton Rouge, Louisiana
- Former Chancellor of Louisiana State University and A&M
College, Baton Rouge, Louisiana
- Retired Chairman of the Board and Chief Executive Officer of
Entergy Gulf States, Inc.
- Director of ChemFirst, Inc., Jackson, Mississippi; Tidewater,
Inc., New Orleans, Louisiana; DTM Corporation, Austin, Texas;
and Howell Corporation, Houston, Texas
- Chairman of Trustees, Burden Foundation
JAMES R. NICHOLS Age 62 Director
Since 1986
Boston, Massachusetts
- Partner, Nichols & Pratt (family trustees), Attorney and
Chartered Financial Analyst
- Partner, Nichols & Pratt Advisors (registered investment
adviser)
- Life Trustee of the Boston Museum of Science
WILLIAM A. PERCY, II Age 61 Director
Since 2000
Greenville, Mississippi
- President and Chief Executive Officer of Greenville Compress
Company (commercial warehouse and real estate)
- Partner, Trail Lake Enterprises (cotton farm)
- Chairman of Staple Cotton (regional cotton marketing co-op) and
Enterprise Corporation of the Delta (a non-profit economic
development corporation)
- Director of ChemFirst Inc., Mississippi Chemical Corporation
and Farmers Grain Terminal
DENNIS H. REILLEY Age 47 Director
Since 1999
Danbury, Connecticut
- Chairman, President and Chief Executive Officer of PRAXAIR,
Inc. (industrial gases)
- Chairman of American Chemistry Council
- Former Executive Vice President & Chief Operating Officer of
Dupont (industrial products, fibers, petroleum, chemicals, and
specialty business products)
- Former Senior Vice President of DuPont
- Former Vice President and General Manager of DuPont White
Pigment & Mineral Products
- Former Vice President and General Manager of DuPont Specialty
Chemicals
- Former Vice President and General Manager of DuPont Lycrar
/Terathaner
- Director of Chemical Manufacturers Association
WM. CLIFFORD SMITH Age 65 Director
Since 1983
Houma, Louisiana
- Chairman of the Board of T. Baker Smith & Son, Inc.
(consultants - civil engineering and land surveying). During
2000, T. Baker Smith & Son, Inc. performed land-surveying
services for Entergy companies and was paid approximately
$427,014. Mr. Smith's children own 100% of the voting
stock of T. Baker Smith & Son, Inc.
- Member of Mississippi River Commission
- Member of Louisiana Board of Regents (Colleges and
Universities)
BISMARK A. STEINHAGEN Age 66 Director
Since 1993
Beaumont, Texas
- Chairman of the Board of Steinhagen Oil Company, Inc.
(oil and gasoline distributor), Beaumont, Texas
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
In 2000, the Board of Directors met eleven times. Reference to the
"Board" means to the Board of Directors. In addition to meetings of
the Board, directors attended meetings of separate Board Committees.
In 2000, all who are directors, except for Mr. McLarty, attended at
least 75% of the meetings of the Board and committees on which they
serve. Mr. McLarty attended 58% of such meetings. Mr. McLarty
resigned from the Board of Directors effective March 12, 2001.
COMMITTEES OF THE BOARD. The Board of Directors has seven standing
committees.
Audit Committee. 8 meetings in 2000
Present Members: James R. Nichols (Chairman)
George W. Davis
Dennis H. Reilley
Maureen S. Bateman
Kathleen A. Murphy
Functions: Discusses the audit results with management and
independent accountants.
Reviews internal controls, financial reporting and
other financial matters.
Reports to the Board and makes recommendations relevant
to the audit.
Finance Committee. 8 meetings in 2000
Present Members: W. Frank Blount (Chairman)
Robert v.d. Luft
Paul W. Murrill
James R. Nichols
Wm. Clifford Smith
Dennis H. Reilley
Kathleen A. Murphy
Function: Reviews all financial, budgeting and banking policies.
Makes recommendations to the Board concerning
financial transactions and the sale of securities.
Personnel Committee.6 meetings in 2000
Present Members: Norman C. Francis (Chairman)
Dennis H. Reilley
William A. Percy, II
George W. Davis
Functions: Reviews major employee relations matters, employment
practices, compensation and employee benefit plans.
Reviews officer performance and makes
recommendations to the Board concerning officer
compensation.
Nuclear Committee. 9 meetings in 2000
Present Members: George W. Davis (Chairman)
Bismark A. Steinhagen
Robert v.d. Luft
Wm. Clifford Smith
Functions: Provides non-management oversight and review of all the
Corporation's nuclear generating plants, focusing on
safety, operating performance, operating costs,
staffing and training.
Consults with management concerning internal and
external nuclear related issues.
Reports to the Board with respect to the
Corporation's nuclear facilities.
Public Affairs Committee. 2 meetings in 2000
Present Members: Bismark A. Steinhagen (Chairman)
J. Wayne Leonard
William A. Percy, II
Functions: Advises and counsels management regarding governmental,
regulatory and public relations matters.
Makes recommendations to the Board regarding
public policy issues and equal opportunity in all
corporate relationships.
Executive Committee. 4 meetings during 2000
Present Members: Robert v.d. Luft (Chairman)
J. Wayne Leonard
W. Frank Blount
Norman C. Francis
James R. Nichols
Functions: May exercise Board powers with respect to management
and the business affairs of the Corporation between
Board meetings.
Reports all actions to the Board.
Director Affairs Committee. 5 meetings in 2000
Present Members: Paul W. Murrill (Chairman)
Norman C. Francis
Wm. Clifford Smith
Maureen S. Bateman
Functions: Advises and counsels the Board on all matters
concerning Directors, including committee memberships,
compensation and performance.
Searches for and screens new nominees for
positions on the Board.
Considers qualified candidates for director
nominated by shareholders; provided, however, that
written notice of any shareholder nominations must be
received by the Secretary of the Corporation not less
than 60 days nor more than 85 days prior to the
anniversary date of the immediately preceding year's
annual meeting.
DIRECTOR COMPENSATION. Directors who are Entergy officers do not
receive any fee for service as a director. Each non-employee director
receives a fee of $1,500 for attendance at Board meetings, $1,000 for
attendance at committee meetings scheduled in conjunction with Board
meetings, and $2,000 for attendance at committee meetings not
scheduled in conjunction with a Board meeting. Directors also receive
$1,000 for participation in any inspection trip or conference not held
in conjunction with a Board or Committee meeting. In addition,
committee chairpersons are paid an additional $5,000 annually.
Directors receive only one-half the fees set forth above for telephone
attendance at Board or committee meetings. All non-employee directors
receive on a quarterly basis 150 shares of Common Stock and one-half
the value of the 150 shares in cash. Mr. Luft is paid $200,000
annually to serve as Chairman of the Board. In January 2001, the non-
employee Directors were granted the opportunity to receive annually an
executive physical examination either from their local physician or at
the Mayo Clinic's Jacksonville, Florida location. The Corporation
will pay the cost of the physical examination, and, if at Mayo, travel
and living expenses.
SERVICE AWARDS FOR DIRECTORS. All non-employee directors are credited
with 800 "phantom" shares of Common Stock for each year of service on
the Board up to a maximum of ten years. The "phantom" shares are
credited to a specific account for each director that is maintained
solely for accounting purposes. After separation from Board service,
these directors receive an amount in cash equal to the value of their
accumulated "phantom" shares. Payments are made in at least five but
no more than 15 annual payments. Each "phantom" share is assigned a
value on its payment date equal to the value of a share of Common
Stock on that date. Dividends are earned on each "phantom" share from
the date of original crediting.
RETIREMENT FOR DIRECTORS. Before Entergy Gulf States, Inc. became a
subsidiary of Entergy, it established a deferred compensation plan for
its officers and non-employee directors. A director could defer a
maximum of 100% of his salary, and an officer could defer up to a
maximum of 50% of his salary. Both Dr. Murrill, as an officer, and
Mr. Steinhagen, as a director, deferred their salaries. The
directors' right to receive this deferred compensation is an unsecured
obligation of the Corporation, which accrues simple interest
compounded annually at the rate set by Entergy Gulf States, Inc. in
1985. In addition to payments received prior to 1997, on January 1,
2000, Dr. Murrill began to receive his deferred compensation plus
interest in equal installments annually for 15 years. Beginning on
the January 1 after Mr. Steinhagen turns 70, he will receive his
deferred compensation plus interest in equal installments annually for
10 years.
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Francis (Chairman), Davis, Percy, and Reilley served during
2000 as members of the Personnel Committee of the Board. None of
these directors was, during 2000, an officer or employee of Entergy or
any of its subsidiaries.
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
The table below shows how much Common Stock each current director, nomin
ee, and executive officer named in the "Summary Compensation Table" on
page 18 beneficially owned as of December 31, 2000, as well as how
much they and the other executive officers beneficially owned as a
group. This information has been furnished by each individual. Each
individual has sole voting and investment power, unless otherwise
indicated. The amount of Common Stock owned by all directors,
nominees and executive officers as a group totals less than 1% of the
outstanding Common Stock.
Entergy Corporation Common Stock
Amount and Nature Amount and Nature
of Beneficial of Beneficial
Ownership Ownership
Sole Other Sole Voting Other
Voting Beneficial and Beneficial
and Ownership Investment Ownership
Name Investment (a) Name Power (a)
Power
Maureen S. Bateman 300 - Kathleen A. Murphy 1,300 (b) -
W. Frank Blount 6,834 - Dr. Paul W. Murrill 2,704 -
VADM. George W. Davis 1,500 - James R. Nichols 8,859 -
Dr. Norman C. Francis 2,500 - William A. Percy, III 550 -
Frank F. Gallaher 7,640 24,166 Dennis H. Reilley 600 -
Donald C. Hintz 3,536 119,000 Wm. Clifford Smith 9,485 -
Jerry D. Jackson 22,960 11,719 Bismark A. Steinhagen 9,647 -
J. Wayne Leonard 13,065 85,000 C. John Wilder 9,017 17,500
Robert v.d. Luft 15,052 85,000
All directors,
nominees, and 137,171 367,326
executive officers
(a) Includes stock options that are currently exercisable.
(b) Includes 1,000 shares in which Ms. Murphy has joint ownership.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Directors
and certain executive officers must file reports with the Securities
and Exchange Commission indicating their ownership of any equity
securities of the Corporation at the time they became a director or
executive officer. Thereafter, reports must be filed to update any
changes in ownership. In 2000, all directors' and officers' reports
were correctly filed, except that Hugh T. McDonald and Michael P.
Childers, officers of subsidiaries of the Corporation, were late in
filing their Form 3s and that Joseph T. Henderson, an officer of the
Corporation, did not initially report on his Form 3 a grant to him of
4,000 restricted shares. All reports have now been correctly filed.
AUDIT COMMITTEE REPORT
The Entergy Corporation Board of Directors' Audit Committee is
comprised of five directors who are not officers of the Company. All
members meet the criteria for independence as defined by the New York
Stock Exchange. The Board of Directors has adopted a written charter
for the Audit Committee, which was published in the 2000 Proxy
Statement.
The Committee held eight meetings during 2000. The meetings were
designed to facilitate and encourage private communication between the
Committee and management, the internal auditors and the Company's
independent public accountants, PricewaterhouseCoopers LLP.
During these meetings, the Committee reviewed and discussed the
audited financial statements with management and
PricewaterhouseCoopers. The Audit Committee believes that management
maintains an effective system of internal controls which results in
fairly presented financial statements. Based on these discussions,
the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in Entergy's Annual Report on
Form 10-K.
The discussions with PricewaterhouseCoopers also included the matters
required by Statement on Auditing Standards No. 61 and No. 90. The
Audit Committee received from PricewaterhouseCoopers written
disclosures and the letter regarding its independence as required by
Independence Standards Board Standard No. 1. This information was
discussed with PricewaterhouseCoopers. The Audit Committee also has
considered whether the provision of the non-audit services described
below by PricewaterhouseCoopers is compatible with maintaining their
independence and has concluded that it is.
The Audit Committee of the Board of Directors of Entergy Corporation
James R. Nichols, Chairman Kathleen A. Murphy
Maureen S. Bateman Dennis H. Reilley
George W. Davis
INDEPENDENT ACCOUNTANTS
On the recommendation of the Audit Committee, the Executive Committee
(acting between board meetings) has appointed PricewaterhouseCoopers
LLP as independent accountants for the Corporation for the year 2001.
PricewaterhouseCoopers LLP (or its predecessor Coopers & Lybrand LLP)
has been the Corporation's auditors since 1994, and of Entergy Gulf
States, Inc., an operating subsidiary, since 1933. A representative
of PricewaterhouseCoopers LLP will be present at the meeting and will
be available to respond to questions by stockholders and will be given
an opportunity to make a statement if the representative desires to do
so.
During 2000, PricewaterhouseCoopers billed Entergy Corporation and its
subsidiaries the following fees for its services:
Audit Fees $1,437,900
Financial Information Systems Design and
Implementation Fees including subcontractor
Fees of $2,020,532 14,786,120
All Other Fees 3,244,075
-----------
Total Fees Billed in 2000 $19,468,095
===========
REPORT OF PERSONNEL COMMITTEE ON EXECUTIVE COMPENSATION
The Personnel Committee of the Entergy Corporation Board of Directors
(Committee) reviews and makes recommendations to the Board regarding
all aspects of executive compensation including the adoption of, or
amendments to, the various compensation, incentives and benefit
plans/programs maintained for officers and other key management
employees of the Corporation.
The Corporation's executive compensation programs provide competitive
rewards designed to attract, retain and motivate key management
employees who are critical to the Corporation's success. For 2000,
the Committee assessed the competitiveness of its compensation
programs to a peer group of similar-sized energy services companies
(based on revenue).
For 2000, this peer group was used for all components of Entergy's
compensation including base salary and incentives (both annual and
long-term). An executive's total compensation package was targeted at
the median of total compensation within this peer group. Incentive
plans provided opportunities for executives to earn compensation at a
level above or below the median level for this peer group, based upon
performance targets approved by the Board. The total executive
compensation package consisted of the following four major components:
1. Base Salary
Base salary was set through a comparison with companies in the
compensation peer group. As a result of this comparison, the Board of
Directors granted to Mr. Leonard an increase, during 2000, as
reflected in the "Summary Compensation Table" on page 18.
2. Benefits and Perquisites
Executives were eligible to participate in Entergy's pension plan(s),
in addition to Entergy's standard medical, dental, life insurance and
long-term disability coverage. Executives were not provided executive
perquisites during 2000, because all perquisites were eliminated in
August 1998.
3. Annual Incentive Compensation
Each executive's annual incentive compensation is based on the
attainment of key strategic goals and objectives including improvement
in earnings per share, operating cash flows, control of operation and
maintenance costs, customer satisfaction and transition to a
competitive environment. These measures have varying weights and are
specifically tailored to each executive's responsibilities. For his
performance in the year 2000, Mr. Leonard received an annual incentive
award of $1,190,000.
4. Long-Term Incentive Compensation
In 1998, the Board of Directors adopted a three-year, performance-
based, Long-Term Incentive Plan, which spanned the period of 1998
through 2000. Under this Long-Term Incentive Plan, the Corporation
was required to achieve pre-set levels of performance measured against
a selected group of other companies in the area of total return to
shareholders and pre-set levels of return on capital over the three-
year performance period. Mr.Leonard's award under this program was
$2,410,413.
In December 1999, the Board of Directors adopted a second three-year,
performance-based, Long-Term Incentive Plan, which spans the period of
2000 through 2002. Under this Long-Term Incentive Plan, the
Corporation is required to achieve pre-set levels of performance
measured against a selected group of other companies in the area of
total return to shareholders.
Stock option grants are considered on an annual cycle (i.e., in
January of each year) and are based upon each executive's (i.e.
grantee's) performance, as reviewed by the Committee. Mr. Leonard
received a 330,600 stock option grant in January 2000, based on his
1999 performance. The award was funded under the 1998 Equity
Ownership Plan.
- Total Compensation
As reported in the "Summary Compensation Table," during 2000, Mr.
Leonard's participation in each of Entergy's compensation components
was as follows:
- Base Salary 14%
- Bonus 21%
- Long-Term Incentive Compensation
- Performance Shares (LTIP) 41%
- Stock Options* 24%
- All Other Compensation 0%
* Please note that this number includes the 330,600 stock options
granted for 2000. A Black Scholes model price of $4.31 is assumed
for the stock options.
- Retention Agreement
In connection with the proposed merger with FPL Group, the Board of
Directors determined that it was in the best interest of Entergy and
its Shareholders to retain the services of Mr. Leonard. The Board of
Directors therefore entered into a retention agreement whereby Mr.
Leonard was granted 200,000 restricted stock units pursuant to
Entergy's Equity Ownership Plan. 50,000 of the restricted stock units
(without dividends) will vest on each of December 31, 2001, December
31, 2002, December 31, 2003 and December 31, 2004. In addition, the
restricted units will vest upon the termination of Mr. Leonard's
employment by Entergy without "cause" or by Mr. Leonard for "good
reason" (as defined in the retention agreement between Mr. Leonard and
Entergy).
- Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code generally disallows an
income tax deduction to public companies for individual compensation
over one million dollars, paid to Entergy's Chief Executive Officer
and to the four other most highly paid executives, unless certain
requirements are met. Key requirements include that 1) compensation
over $1 million must be performance-based and 2) incentive plans must
be approved by shareholders.
All of Entergy's incentive plans are intended to meet the requirements
of the Internal Revenue Code for deductibility. As a result, we do
not believe that any executive officers earned compensation in excess
of $1 million in 2000 that was not tax deductible. Although Entergy
intends generally to comply with requirements of Code Section 162(m)
when consistent with Entergy's objectives, executives may be paid
compensation that is not deductible under Code Section 162(m).
Personnel Committee Members:
Dr. Norman C. Francis, Chairman
Mr. Dennis H. Reilley
Mr. William A. Percy, II
Vice Adm. George W. Davis, USN (Ret.)
COMPARISON OF FIVE YEAR CUMULATIVE RETURN. The following graph
compares the performance of the Common Stock of the Corporation to the
S&P 500 Index and the S&P Electric Utilities Index (each of which
includes the Corporation) for the last five years:
Years ended December 31,
1995 1996 1997 1998 1999 2000
Entergy $100 101 117 129 111 190
S&P 500 (2) $100 123 164 211 255 232
S&P EUI (2) $100 100 126 145 117 180
(1) Assumes $100 invested at the closing price on December 29, 1995,
in Entergy Common Stock, the S&P 500, and the S&P Electric Utilities
Index, and reinvestment of all dividends.
(2) Cumulative total returns calculated from the S&P 500 Index and
S&P Electric Utilities Index maintained by Standard & Poor's
Corporation.
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards Payouts
Restricted Securities (a) (b) All
Other Stock Underlying LTIP Other
Name and Principal Position Year Salary Bonus Annual Awards Options Payouts Comp.
Comp.
J. Wayne Leonard 2000 $836,538 $1,190,000 $11,646 (c) 330,600 shares $2,410,413 $ 0
Chief Executive Officer 1999 771,938 840,000 2,570 (c) 255,000 0 0
1998 412,843 1,145,416 65,787 $796,860(c)(d) 0 0 18,125
Frank F. Gallaher 2000 $416,390 $504,642 $127,484 (c) 34,500 shares $328,084 $13,910
Senior Vice President, 1999 401,161 303,855 38,496 (c) 39,500 0 13,545
Generation, Transmission, and 1998 382,829 280,747 89,137 (c) 2,500 0 12,396
Energy Management
Donald C. Hintz 2000 $570,096 $743,000 $104,399 (c) 175,000 shares $1,181,837 $26,516
President 1999 535,713 495,000 76,188 (c) 272,000 0 22,156
1998 423,379 310,571 28,508 (c) 2,500 0 14,236
Jerry D. Jackson 2000 $458,223 $554,214 $58,758 (c) 58,500 shares $1,181,575 $15,162
Executive Vice President 1999 442,809 403,554 39,670 (c) 94,000 0 15,497
1998 408,456 348,156 59,630 (c) 2,500 0 13,849
C. John Wilder 2000 $468,392 $619,370 $148,540 (c) 87,700 shares $953,006 $13,919
Executive Vice President and 1999 445,191 406,693 119,878 (c) 52,500 0 20,035
Chief Financial Officer 1998 201,413 513,106 7,255 $758,560(c)(d) 0 0 3,300
(a) Amounts include the value of restricted shares that vested in
2000 (see note (c) below) under Entergy's Equity Ownership Plan.
(b) Includes the following:
(1) 2000 benefit accruals under the Defined Contribution Restoration
Plan as follows: Mr. Gallaher $8,810; Mr. Hintz $13,618; Mr. Jackson
$10,269; and Mr. Wilder $9,393.
(2) 2000 employer contributions to the System Savings Plan as
follows: Mr. Gallaher $5,100; Mr. Hintz $4,882; Mr. Jackson $4,893;
and Mr. Wilder $4,526.
(3) 2000 reimbursements for moving expenses as follows: Mr. Hintz
$8,016.
(c) Restricted unit (equivalent to shares of Entergy Corporation
common stock) awards in 2000 are reported under the "Long-Term
Incentive Plan Awards" table, and reference is made to that table for
information on the aggregate number of restricted units awarded during
2000 and the vesting schedule for such units. At December 31, 2000,
the number and value of the aggregate restricted unit holdings were as
follows: Mr. Gallaher 11,800 units, $499,288; Mr. Hintz 28,500 units,
$1,205,906; Mr. Jackson 12,700 units, $537,369; Mr. Leonard 58,000
units, $2,454,125; and Mr. Wilder 21,367 units, $904,091. Accumulated
dividends are paid on restricted units when vested. The value of
restricted unit holdings as of December 31, 2000 are determined by
multiplying the total number of units awarded by the closing market
price of Entergy Corporation common stock on the New York Stock
Exchange Composite Transactions on December 31, 2000 ($42.3125 per
share). The value of stock for which restrictions were lifted in
2000, and the applicable portion of accumulated cash dividends, are
reported in the LTIP payouts column in the above table.
(d) In addition to the restricted units granted under the Equity
Ownership Plan, in 1998 Mr. Leonard and Mr. Wilder were granted 30,000
and 26,000 additional restricted units, respectively. Restricted
units awarded will vest in equal increments, annually, over a three-
year period, beginning in 1999, based on continued service with
Entergy. The value that Mr. Leonard and Mr. Wilder may realize is
dependent upon both the number of units that vest and the future
market price of Entergy common stock. Accumulated dividends are not
paid on Mr. Leonard's 30,000 units and 21,000 units of Mr. Wilder's
restricted units when vested. Accumulated dividends will be paid on
5,000 units of Mr. Wilder's restricted units when vested.
Option Grants to the Executive Officers in 2000
Individual Grants Potential Realizable
% of Total Value
Number of Options at Assumed Annual
Securities Granted to Exercise Rates of Stock
Underlying Employees Price Price Appreciation
Options in (per Expiration for Option Term(b)
Name Granted (a) 2000 share) Date 5% 10%
J. Wayne Leonard 330,600 4.6% $23.00 1/27/10 $4,781,989 $12,118,499
Frank F. Gallaher 34,500 0.5% 23.00 1/27/10 499,028 1,264,635
Donald C. Hintz 175,000 2.4% 23.00 1/27/10 2,531,301 6,414,813
Jerry D. Jackson 58,500 0.8% 23.00 1/27/10 846,178 2,144,380
C. John Wilder 87,700 1.2% 23.00 1/27/10 1,268,543 3,214,738
(a) Options were granted on January 27, 2000, pursuant to the Equity
Ownership Plan. All options granted on this date have an exercise
price equal to the closing price of Entergy common stock on the New
York Stock Exchange Composite Transactions on January 27, 2000. These
options will vest in equal increments, annually, over a three-year
period beginning in 2001.
(b) Calculation based on the market price of the underlying
securities assuming the market price increases over a ten-year
option period and assuming annual compounding. The column
presents estimates of potential values based on simple
mathematical assumptions. The actual value, if any, an executive
officer may realize is dependent upon the market price on the
date of option exercise.
Aggregated Option Exercises in 2000 and December 31, 2000 Option Values
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
Shares Acquired Value as of December 31, 2000 as of December 31, 2000(b)
Name on Exercise Realized (a) Exercisable Unexercisable Exercisable Unexercisable
J. Wayne Leonard - $ - 85,000 500,600 $1,051,875 $ 8,488,463
Frank F. Gallaher 34,000 566,563 24,166 60,834 309,054 992,165
Donald C. Hintz - - 119,000 383,000 1,676,688 5,873,688
Jerry D. Jackson 71,525 960,091 11,719 121,167 68,780 1,905,285
C. John Wilder - - 17,500 122,700 216,563 2,126,831
(a) Based on the difference between the closing price of Common Stock
on the New York Stock Exchange Composite Transactions on the exercise
date and the option exercise price.
(b) Based on the difference between the closing price of Common Stock
on the New York Stock Exchange Composite Transactions on December 31,
2000, and the option exercise price.
Long-Term Incentive Plan Awards in 2000
The following Table summarizes the awards of restricted units
(equivalent to shares of Entergy Corporation common stock) granted
under the Equity Ownership Plan in 2000 to the Named Executive
Officers.
Estimated Future Payouts Under
Non-Stock Price-Based Plans (a) (b)
Number of Performance Period Until
Name Units Maturation or Payout Threshold Target Maximum
J. Wayne Leonard 48,000 1/1/00-12/31/02 16,000 32,000 48,000
Frank F. Gallaher 11,800 1/1/00-12/31/02 4,000 7,917 11,800
Donald C. Hintz 28,500 1/1/00-12/31/02 9,500 19,000 28,500
Jerry D. Jackson 12,700 1/1/00-12/31/02 4,300 8,500 12,700
C. John Wilder 12,700 1/1/00-12/31/02 4,300 8,500 12,700
(a) Restricted units awarded will vest at the end of a three-year
period, subject to the attainment of approved performance goals for
Entergy. Restrictions are lifted based upon the achievement of the
cumulative result of these goals for the performance period. The
value any Named Executive Officer may realize is dependent upon both
the number of units that vest and the future market price of Entergy
Corporation common stock.
(b) The threshold, target, and maximum levels correspond to the
achievement of 50%, 100%, and 150%, respectively, of Equity Ownership
Plan goals. Achievement of a threshold, target, or maximum level
would result in the award of the number of units indicated in the
respective column. Achievement of a level between these three
specified levels would result in the award of a number of units
calculated by means of interpolation.
RETIREMENT INCOME PLAN. The Corporation has a defined benefit plan
for employees, including executive officers, that provides for a
retirement benefit calculated by multiplying the number of years of
employment by 1.5% which is then multiplied by the final average pay.
A single employee receives a lifetime annuity and a married employee
receives a reduced benefit with a 50% surviving spouse annuity.
Retirement benefits are not subject to any deduction for social
security or other offset amounts. The credited years of service under
the plan, as of December 31, 2000, were for Mr. Gallaher (31), for Mr.
Jackson (21), and for Mr. Leonard (2). Because they entered into
supplemental retirement agreements, the credited years of service
under this plan were for Mr. Hintz (29) and for Mr. Wilder (17).
The following table shows the annual retirement benefits that would be
paid at normal retirement (age 65 or later) and includes covered
compensation for the executive officers included in the salary column
of the summary compensation table on page 18.
Retirement Income Plan Table (1)
Annual
Covered Years of Service
Compensation 15 20 25 30 35
$100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500
200,000 45,000 60,000 75,000 90,000 105,000
300,000 67,500 90,000 112,500 135,000 157,500
400,000 90,000 120,000 150,000 180,000 210,000
500,000 112,500 150,000 187,500 225,000 262,500
650,000 146,250 195,000 243,750 292,500 341,250
950,000 213,750 285,000 356,250 427,500 498,750
(1) Benefits are shown for various rates of final average pay, which
is the highest salary earned in any consecutive 60 months during the
last 120 months of employment.
PENSION EQUALIZATION PAYMENTS. Supplemental retirement benefits are
provided to all executive officers and other participants whose
benefits are limited under the qualified plans by applicable federal
tax laws and regulations equal to the difference between the benefits
that would have been payable under the qualified plans but for the
applicable limitations and the benefits that are indicated in the
above referenced pension table.
SUPPLEMENTAL RETIREMENT PLANS. Two other supplemental plans are
offered to executive officers. Executives may participate in one or
the other of these supplemental plans at the invitation of the
Corporation. These plans provide that a participant may receive a
monthly payment for 120 months. The amount of monthly payment shall
not exceed 2.5% or 3.33%, depending upon the plan, of the
participant's average basic annual pay (as defined in the plans).
Current estimates indicate that the annual payments to any executive
officer under either of these two plans would be less than the
payments to that officer under the System Executive Retirement Plan
discussed below.
SYSTEM EXECUTIVE RETIREMENT PLAN (SERP). This executive plan is an
unfunded defined benefit plan for senior executives, that includes all
of the executive officers named in the Summary Compensation Table
(except for Mr. Leonard). Executive officers can choose, at retirement,
between the retirement benefits paid under provisions of this plan or
those payable under the supplemental retirement plans discussed above.
The plan was amended in 1998 to provide that covered pay is the
average of the highest three years annual base pay and incentive
compensation earned by the executive during the ten years immediately
preceding his retirement. Benefits are calculated by multiplying
the covered pay times the maximum pay replacement ratios of 55%, 60%,
or 65% (dependent on job rating at retirement) that are attained at
30 years of credited service. The ratios are reduced for each year of
employment below 30 years. The amended plan provides that the single
employee receives a lifetime annuity and a married employee receives
the reduced benefit with a 50% surviving spouse annuity. These
retirement payments are guaranteed for ten years, but are offset by
any and all defined benefit plan payments from the Corporation and
from prior employers. These payments are not subject to social
security offsets.
Receipt of benefits under any of the supplemental retirement plans
described above is contingent upon several factors. The participant
must agree not to take any employment after retirement with any entity
that is in competition with or similar in nature to the Corporation or
any affiliated company. Benefits are forfeitable for various reasons,
including a violation of an agreement with the Corporation or
resignation or termination of employment for any reason without the
Corporation's permission.
The credited years of service for the Named Executive Officers under
this plan are as follows: Mr. Gallaher (31), Mr. Hintz (29), Mr.
Jackson (27), and Mr. Wilder (17).
The following table shows the annual retirement benefits that would be
paid at normal retirement (age 65 or later).
System Executive Retirement Plan Table (1)
Annual
Covered Years of Service
Pay 15 20 25 30+
10
$200,000 $60,000 $ 90,000 $ 100,000 $ 110,000 $ 120,000
300,000 90,000 135,000 150,000 165,000 180,000
400,000 120,000 180,000 200,000 220,000 240,000
500,000 150,000 225,000 250,000 275,000 300,000
600,000 180,000 270,000 300,000 330,000 360,000
700,000 210,000 315,000 350,000 385,000 420,000
1,000,000 300,000 450,000 500,000 550,000 600,000
(1) Covered pay includes the average of the three highest years of
annual base pay and incentive awards earned by the executive during
the ten years immediately preceding retirement. Benefits shown are
based on a replacement ratio of 50% based on the years of service and
covered pay shown. The benefits for 10, 15, and 20 or more years of
service at 45% and 55% replacement levels would decrease (in the case
of 45%) or increase (in the case of 55%) by the following percentages:
3.0%, 4.5%, and 5.0%, respectively.
EXECUTIVE EMPLOYMENT CONTRACTS AND RETIREMENT AGREEMENTS. Upon
completion of a transaction resulting in a change-in-control of
Entergy (a "Merger"), benefits already accrued under Entergy's System
Executive Retirement Plan, Post-Retirement Plan, Supplemental
Retirement Plan and Pension Equalization Plan will become fully vested
if the participant is involuntarily terminated without "cause" or
terminates employment for "good reason" (as such terms are defined in
such plans).
EXECUTIVE RETENTION AGREEMENTS
Retention Agreement with Mr. Leonard - The retention agreement with
Mr. Leonard provides that upon a termination of employment while a
Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for
"good reason", as such terms are defined in the agreement, other than
a termination of employment described in the next paragraph, or (b) by
reason of his death or disability:
- Entergy will pay to him a lump sum cash severance payment equal
to three times (in limited circumstances, five times) the sum of Mr.
Leonard's base salary and target annual incentive award;
- Entergy will pay to him a pro rata annual incentive award, based
on an assumed maximum annual achievement of applicable performance
goals;
- his supplemental retirement benefit will fully vest, will be
determined as if he had remained employed with Entergy until the
attainment of age 55, and will commence upon his attainment of age 55;
- he will be entitled to immediate payment of performance awards,
based upon an assumed target achievement (in limited circumstances,
maximum annual achievement) of applicable performance goals;
- all of his stock options will become fully vested and will remain
outstanding for their full ten-year term; and
- Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur.
If Mr. Leonard's employment is terminated by Entergy for "cause" at
any time, or by Mr. Leonard without "good reason" and without
Entergy's permission prior to his attainment of age 55, Mr. Leonard
will forfeit his supplemental retirement benefit. If Mr. Leonard's
employment is terminated by Mr. Leonard without "good reason" with
Entergy's permission prior to his attainment of age 55, Mr. Leonard
will be entitled to a supplemental retirement benefit, reduced by 6.5%
for each year that the termination date precedes his attainment of age
55, payable commencing upon Mr. Leonard's attainment of age 62. If
Mr. Leonard's employment is terminated by Mr. Leonard without "good
reason" following his attainment of age 55, Mr. Leonard will be
entitled to his full supplemental retirement benefit.
Additionally, the Board of Directors has approved a grant to Mr.
Leonard of 200,000 restricted stock units pursuant to Entergy's Equity
Ownership Plan. 50,000 of the restricted stock units (without
dividends) will vest on each of December 31, 2001, December 31, 2002,
December 31, 2003 and December 31, 2004. In addition, the restricted
stock units will vest upon the termination of Mr. Leonard's employment
by Entergy without "cause" or by Mr. Leonard for "good reason" (as
defined in the retention agreement between Mr. Leonard and Entergy).
Retention Agreement with Mr. Gallaher - The retention agreement with
Mr. Gallaher provides that upon termination of employment while a
Merger is pending and for two years after completion of a Merger (a)
by Mr. Gallaher for "good reason" or by Entergy without "cause", as
such terms are defined in the agreement or (b) by reason of Mr.
Gallaher's death or disability:
- Entergy will pay to him a lump sum cash severance payment equal
to four times the sum of his base salary and maximum annual incentive
award;
- Entergy will pay to him a pro rata annual incentive award, based
on an assumed maximum achievement of applicable performance goals;
- he will be entitled to immediate payment of performance awards,
based upon an assumed maximum achievement of applicable performance
goals;
- all of his stock options will become fully vested and will remain
outstanding for their full ten-year term;
- he may elect to receive either a lump sum supplemental retirement
benefit equal to $3.8 million or the benefit he would have earned
under the terms of the SERP applicable to individuals who became
participants on or after March 25, 1998; and
- Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur.
Retention agreement with Mr. Hintz - The retention agreement with Mr.
Hintz provides that Mr. Hintz will be paid an initial retention
payment of approximately $2.8 million on the date on which a Merger is
completed and an additional retention payment of approximately $2.3
million on the second anniversary of the completion of a Merger if he
remains employed on each of those dates. The agreement also provides
that upon termination of employment while a Merger is pending and for
two years after completion (a) by Mr. Hintz for "good reason" or by
Entergy without "cause", as such terms are defined in the agreement or
(b) by reason of Mr. Hintz's death or disability:
- Entergy will pay to him a lump sum cash severance payment equal
to $2.8 million if such termination occurs prior to completion of a
Merger or equal to $2.3 million if such termination occurs following
completion of a Merger;
- Entergy will pay to him a pro rata annual incentive award, based
on an assumed maximum achievement of applicable performance goals, if
such termination occurs following completion of a Merger;
- he will be entitled to immediate payment of performance awards
based upon an assumed target achievement of applicable performance
goals, if such termination occurs prior to completion of a Merger, or
based upon an assumed maximum achievement of applicable performance
goals, if such termination occurs following completion of a Merger;
- all of his stock options will become fully vested and will remain
outstanding for their full ten-year term;
- he will be entitled to receive a supplemental retirement benefit
that, when combined with Mr. Hintz's SERP benefit, equals the benefit
he would have earned under the terms of the SERP as in effect
immediately prior to March 25, 1998; and
- Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur.
Retention Agreement with Mr. Jackson - The retention agreement with
Mr. Jackson provides that upon termination of employment (a) by him
for "good reason" or by Entergy without "cause", as such terms are
defined in the agreement, or by reason of his death or disability, in
each case while a Merger is pending but prior to completion of a
Merger, or (b) for any reason following completion of a Merger:
- Entergy will pay to him a lump sum cash severance payment equal
to four times the sum of his base salary and maximum annual incentive
award;
- Entergy will pay to him a pro rata annual incentive award, based
on an assumed maximum achievement of applicable performance goals;
- Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur;
- he will be entitled to immediate payment of performance awards,
based upon an assumed maximum achievement of applicable performance
goals;
- he may elect to receive either a lump sum supplemental retirement
benefit equal to (a) $4.3 million or (b) the benefit that he would
have earned under the terms of the SERP applicable to individuals who
became participants on or after March 25, 1998; and
- all of his stock options will become fully vested and will remain
outstanding for their full ten-year term.
Retention Agreement with Mr. Wilder - The retention agreement with Mr.
Wilder provides that upon termination of employment (a) by Mr. Wilder
for "good reason" or by Entergy without "cause", as such terms are
defined in the agreement, in each case while a Merger is pending, (b)
by reason of Mr. Wilder's death or disability while a Merger is
pending and for two years after completion of a Merger, or (c) for any
reason following completion of a Merger:
- Entergy will pay to him a lump sum cash severance payment equal
to four times (in limited circumstances, three times) the sum of the
his base salary and maximum annual incentive award;
- Entergy will pay to him a pro rata annual incentive award, based
on an assumed maximum achievement of applicable performance goals;
- except in the case of a termination by reason of death or
disability, he will continue to be employed as a Special Project
Coordinator at an annual base salary of $200,000, and will continue to
participate in all of Entergy's benefit plans, until the earliest of
(a) his attainment of age 55 (at which time he will be deemed eligible
to retire under Entergy's plans then in effect), (b) his employment
with a company listed in the Fortune Global 500 Index or (c) his
employment with any company that has a conflict of interest policy
that would prohibit his continued employment with Entergy;
- Entergy will credit him with 15 additional years of service under
Entergy's supplemental retirement plan and he may elect to receive
either (a) approximately $1.9 million in a cash lump sum in full
settlement of all nonqualified retirement benefits or (b) the benefit
that he would have earned under the terms of the SERP applicable to
individuals who became participants on or after March 25, 1998 (which
amount he may elect to receive upon completion of a Merger);
- he will be entitled to immediate payment of performance awards,
based upon an assumed maximum achievement of applicable performance
goals;
- all of his stock options will become fully vested and will remain
outstanding for their full ten-year term; and
- Entergy will pay to him a "gross-up" payment in respect of any
excise taxes he might incur.
If Mr. Wilder terminates his employment for any reason prior to the
completion of a Merger, Entergy will pay to him a lump sum cash
severance payment equal to three times the sum of the his base salary
and target annual incentive award and a "gross-up" payment in respect
of any excise taxes he might incur.
STOCKHOLDER PROPOSALS FOR 2002 MEETING
For a stockholder proposal to be included in the proxy statement for
our next annual meeting, including a proposal for the election of a
director, the proposal must be received by the Corporation at its
principal offices no later than December 11, 2001. Also, under our
Bylaws, stockholders must give advance notice of nominations for
director or other business to be addressed at the meeting not later
than the close of business on March 12, 2002 and not earlier than
February 15, 2002.
By order of the Board of Directors,
/s/ Robert v.d. Luft
Robert v.d. Luft
Chairman of the Board.
Dated: April 6, 2001
ENTERGY CORPORATION
Proxy Solicited by the Board of Directors for the
Annual Meeting of Stockholders--May 11, 2001
I hereby appoint J. Wayne Leonard, Robert v.d. Luft and William A. Percy, II
jointly and severally, as Proxies, each with the power to appoint his
substitute, and hereby authorize them to represent and to vote, as designated on
the reverse side, all shares of Common Stock of Entergy Corporation held of
record by me on March 13, 2001, at the Annual Meeting of Stockholders to be held
at the Hilton Jackson & Conference Center, 1001 East County Line Road, Jackson,
Mississippi, on Friday, May 11, 2001, at 10:00 a.m., Central Daylight Time, and
any adjournment or adjournments thereof, with all powers that I would possess if
personally present.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting, and any adjournment or adjournments
thereof.
Receipt of the notice of meeting, the proxy statement and the Annual Report of
Entergy Corporation for 2000 is acknowledged.
(Continued, and to be marked, dated and signed, on the other side)
FOLD AND DETACH HERE
You can now access your Entergy Corporation account online.
Access your Entergy Corporation stockholder account online via Investor
ServiceDirect (ISD).
Mellon Investor Services LLC, agent for Entergy Corporation, now makes it easy
and convenient to get current information on your shareholder account. After a
simple and secure process of establishing a Personal Identifification Number
(PIN), you are ready to log in and access your account to:
- View account status - View payment history for dividends
- View certificate history - Make address changes
- View book-entry information - Obtain a duplicate 1099 tax form
- Establish/change your PIN
Visit us on the web at http://www.mellon-investor.com
And follow the instruction shown on this page.
Step 1: FIRST TIME USERS Step 2: Log in for Step 3: Account Status
- Establish a PIN Account Access Screen
You must first establish
a Personal Identification You are now ready to log You are now ready to
Number (PIN) online by in. to access your access your account
following the directions account please enter information. Click on
provided in the upper your: the appropriate button to
right portion of the web view or initiate
screen as follow. You - SSN transactions.
will also need your - PIN
Social Security Number - Then click on the - Certificate History
(SSN) available to Submit button - Book-Entry
establish a PIN. Information
If you have more than one - Issue Certificate
Investor ServiceDirect is account, you will now be - Payment Histroy
currently only available asked to select the - Address Change
for domestic individual appropriate account. - Duplicate 1099
and joint accounts.
SSN
PIN
- Then click on the
Establish Pin button
Please be sure to
remember your PIN, or
maintain it in a secure
place for future
reference.
For Technical Assistance Call 1-877-978-7778 between
9 am-7 pm Monday-Friday Eastern Time
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE ALL NOMINEES.
FOR WITHHOLD FOR ALL
EXCEPT
Election of Directors _____ _____ _____
1. M. S. Bateman 6. R. v.d. Luft 11. D. H. Reilley
2. W. F. Blount 7. K. S. Murphy 12. W. C. Smith
3. G. W. Davis 8. P. W. Murrill 13. B. A. Steinhagen
4. N. C. Francis 9. J. R. Nichols
5. J. W. Leonard 10. W. A. Percy, II
_____________________________________
Except Nominee(s) written above
Signature______________ Signature______________ Date______________
If acting as Attorney, Executor, Trustee or in other representative
capacity, please sign name and title.
FOLD AND DETACH HERE
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Your telephone or Internet vote authorizes the named proxies to
vote your shares in the same manner as if you marked, signed and
returned your proxy card.
Internet Telephone Mail
http://www.proxyvoting.co 1-800-840-1208
m/ETR
Use any touch-tone Mark, sign
Use the Internet to telephone to vote your and date
vote your proxy. Have OR proxy. Have your proxy OR your proxy
your proxy card in hand card in hand when you card and
when you access the web call. You will be return it in
site. You will be prompted to enter your the enclosed
prompted to enter your control number, located postage-paid
control number, located in the box below, and envelope.
in the box below, to then follow the
create and submit an directions given.
electronic ballot.
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
You can view the Annual Report and Proxy Statement on the
Internet at http://investor.entergy.com/investor/financial/index.shtm