Form 8-K

8-K — ENTERGY CORP /DE/

Accession: 0001193125-26-211827

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000065984

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d52765d8k.htm (Primary)

EX-1.1 (d52765dex11.htm)

EX-5.01 (d52765dex501.htm)

EX-10.1 (d52765dex101.htm)

EX-10.2 (d52765dex102.htm)

EX-10.3 (d52765dex103.htm)

EX-10.4 (d52765dex104.htm)

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8-K

8-K (Primary)

Filename: d52765d8k.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event report) May 7, 2026

Commission

File Number

Registrant, State of Incorporation,

Address and Telephone Number

I.R.S. Employer

Identification No.

1-11299

ENTERGY CORPORATION

72-1229752

(a Delaware corporation)

639 Loyola Avenue

New Orleans, Louisiana 70113

Telephone (504) 576-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 Par Value

ETR

New York Stock Exchange

Common Stock, $0.01 Par Value

ETR

NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

Entergy Corporation (the “Company”) is filing this Current Report on Form 8-K to report that:

On May 5, 2026, the Company entered into:

•

separate forward sale agreements, each as described below, relating to an aggregate of 19,247,788 shares of its common stock, par value $0.01 per share (“Common Stock”); and

•

an underwriting agreement, as described below, related to the public offering and sale of an aggregate of 19,247,788 shares of Common Stock.

Pursuant to such underwriting agreement, the Company also granted an option with respect to an additional 2,887,168 shares of Common Stock. Exercise of such option may involve the Company’s entry into additional forward sale agreements.

This Current Report on Form 8-K is also being filed to report that on May 7, 2026, the Company closed the offering of Common Stock described herein, and to include, as exhibits, certain documents executed in connection with the offering of Common Stock described herein.

Item 1.01 Entry into a Material Definitive Agreement.

On May 5, 2026, the Company entered into forward sale agreements with each of Wells Fargo Bank, National Association, Citibank, N.A., Barclays Bank PLC and The Bank of Nova Scotia (each, a “Forward Purchaser”), relating to an aggregate of 19,247,788 shares of Common Stock (each, a “Forward Sale Agreement”).

In connection with the Forward Sale Agreements, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc., as the representatives of the underwriters named therein (the “Underwriters”), and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc. as forward sellers (the “Forward Sellers”), pursuant to which the Forward Sellers sold to the Underwriters an aggregate of 19,247,788 shares of Common Stock. As contemplated by the Forward Sale Agreements, the Forward Sellers borrowed from third parties all such shares of Common Stock.

Each Forward Sale Agreement provides for settlement on a settlement date or dates to be specified at the Company’s discretion on or prior to April 30, 2028. On a settlement date or dates, if the Company decides to physically settle a Forward Sale Agreement, it will issue shares of Common Stock to the relevant Forward Purchaser at the then-applicable forward sale price. The forward sale price will initially be $110.74 per share. Each Forward Sale Agreement provides that the initial forward sale price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and will be

decreased by an amount per share specified in such Forward Sale Agreement on each of certain dates specified in such Forward Sale Agreement. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price for such day.

Except under limited circumstances described below, the Company has the right to elect physical settlement, net share settlement or cash settlement under a Forward Sale Agreement for all or a portion of its obligations under a Forward Sale Agreement. If the Company decides to physically settle or net share settle a Forward Sale Agreement, delivery of shares of Common Stock (if any) by the Company to the Forward Purchasers upon any physical settlement or net share settlement of such Forward Sale Agreement will result in dilution to the Company’s earnings per share. If the Company elects cash or net share settlement for all or a portion of a Forward Sale Agreement, the Company would expect the relevant Forward Purchaser or one of its affiliates to repurchase shares of Common Stock in order to satisfy its obligation to return the shares of Common Stock such Forward Purchaser had borrowed in connection with sales of Common Stock and, if applicable, in connection with net share settlement, to deliver shares of Common Stock to the Company. If the market value of Common Stock at the time of such purchase is above the forward sale price at that time, the Company will pay or deliver, as the case may be, to the relevant Forward Purchaser under its Forward Sale Agreement, an amount in cash, or a number of shares of Common Stock with a market value, equal to such difference. Conversely, if the market value of Common Stock at the time of such purchase is below the forward sale price at that time, such Forward Purchaser will pay or deliver, as the case may be, to the Company under its Forward Sale Agreement, an amount in cash, or a number of shares of Common Stock with a market value, equal to such difference.

In certain circumstances, each Forward Purchaser will have the right to accelerate its Forward Sale Agreement (or, in certain cases, the portion thereof that it determines is affected by the relevant events) and require the Company to physically settle its Forward Sale Agreement on a date specified by such Forward Purchaser. These circumstances include:

•

in the good faith, commercially reasonable judgment of such Forward Purchaser, it or its affiliate is unable to borrow a number of shares of Common Stock equal to the number of shares to be delivered by the Company upon physical settlement of its forward sale agreement or it or its affiliate is unable to borrow such number of shares at a rate equal to or less than an agreed maximum stock loan rate;

•

the Company declares any dividend or distribution on shares of Common Stock payable in (i) cash in excess of a specified amount (other than an extraordinary dividend), (ii) securities of another company, or (iii) any other type of securities (other than Common Stock), rights, warrants or other assets for payment (cash or other consideration) at less than the prevailing market price, as reasonably determined by such Forward Purchaser;

•

certain ownership thresholds applicable to such Forward Purchaser are exceeded;

•

an event is announced that, if consummated, would result in an extraordinary event (as defined in the Forward Sale Agreements) including, among other things, certain mergers and tender offers, as well as certain events such as a delisting of Common Stock (each as more fully described in the Forward Sale Agreements); or

•

certain other events of default or termination events occur, including, among other things, any material misrepresentation made by the Company in connection with its entry into such Forward Sale Agreement, its bankruptcy (except as set forth in the Forward Sale Agreements) or certain changes in law (each as more fully described in the Forward Sale Agreements).

The foregoing description of each of the Forward Sale Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each such Forward Sale Agreement, which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 hereto, respectively.

Item 8.01 Other Events.

On May 5, 2026, the Company entered into the Underwriting Agreement with the Underwriters and the Forward Sellers, relating to the registered public offering and sale by the Forward Sellers of 19,247,788 shares of Common Stock. Pursuant to the Underwriting Agreement, the Company also granted an option with respect to an additional 2,887,168 shares of Common Stock.

On May 7, 2026, 19,247,788 shares of Common Stock were borrowed from third parties and sold to the Underwriters by the Forward Sellers.

The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 below.

In connection with the offering of the Common Stock, the Common Stock was registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form S-3, File No. 333-289302.

In connection with the issuance and sale of the shares of Common Stock, the Company is also filing a legal opinion regarding the validity of the shares of Common Stock as Exhibit 5.01 for the purpose of incorporating the opinion into the registration statement referred to above.

Cautionary note regarding forward-looking statements

In this Current Report on Form 8-K, Entergy’s statement regarding its remaining equity needs is a “forward-looking statement” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on this forward-looking statement, which applies only as of the date of this Current Report on Form 8-K. Except to the extent required by federal securities laws, Entergy undertakes no obligation to publicly update or revise this or any other forward-looking statement, whether as a result of new information, future events, or otherwise.

Forward-looking statements are subject to a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including (a) those factors discussed elsewhere in this Current Report on Form 8-K and in Entergy’s most recent Annual Report on Form 10-K, and Entergy’s other reports and filings made under the Securities Exchange Act of 1934; (b) uncertainties associated with (1) rate proceedings, formula rate plans, and other cost recovery mechanisms, including the risk that costs may not be recoverable to the extent or on the timeline anticipated by its utility company subsidiaries, and (2) implementation of the ratemaking effects of changes in law; (c) uncertainties associated with (1) realizing the benefits of its resilience plan, including impacts of the frequency and intensity of future storms and storm paths, as well as the pace of project completion and (2) efforts to remediate the effects of major storms and recover related restoration costs; (d) risks associated with operating nuclear facilities, including plant relicensing, operating, and regulatory costs and risks; (e) changes in decommissioning trust fund values or earnings or in the timing or cost of decommissioning Entergy’s nuclear plant sites; (f) legislative and regulatory actions and risks and uncertainties associated with claims or litigation by or against Entergy and its subsidiaries; (g) risks and uncertainties associated with executing on business strategies, including (1) strategic transactions that Entergy or its subsidiaries may undertake and the risk that any such transaction may not be completed as and when expected and the risk that the anticipated benefits of the transaction may not be realized, and (2) Entergy’s ability to meet the rapidly growing demand for electricity, including from hyperscale data center and other large customers, and to manage the impacts of such growth on customers and Entergy’s business, or the risk that contracted or expected load growth does not materialize or is not sustained; (h) risks and uncertainties associated with the resolution of pending or future applications, regulatory proceedings, litigation or actions of governmental officials relating to generation, transmission, or other facilities and the effect of public and political opposition on these applications, regulatory proceedings, and litigation, and actions, including, in each case, those relating to any facilities designed to serve large-scale data centers; (i) direct and indirect impacts to Entergy or its customers from pandemics, terrorist attacks, geopolitical conflicts, cybersecurity threats, data security breaches, or other attempts to disrupt Entergy’s business or operations, and/or other catastrophic events; and (j) effects on Entergy or its customers of (1) changes in federal, state, or local laws and regulations and other governmental actions or policies, such as changes in monetary, fiscal, trade, tax, environmental, international trade, or energy (including, among other things, data center energy use, efficiency standards, and sources of power) policies, as well as changes in utility regulations, including those relating to new generation or transmission projects designed to serve the increased load growth of new large-scale data centers and other large customer; (2) changes in commodity markets, capital markets, or economic conditions; and (3) technological change, including the costs, pace of development, and commercialization of new and emerging technologies.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits have been filed herewith:

Exhibit Index

Exhibit No.

Description of Exhibit

1.1

Underwriting Agreement, dated May 5, 2026, by and among the Company, the Underwriters and the Forward Sellers.

5.01

Opinion of Morgan, Lewis & Bockius LLP.

10.1

Confirmation of Forward Sale Transaction, dated May 5, 2026, between the Company and Wells Fargo Bank, National Association, in its capacity as a Forward Purchaser.

10.2

Confirmation of Forward Sale Transaction, dated May 5, 2026, between the Company and Citibank, N.A., in its capacity as a Forward Purchaser.

10.3

Confirmation of Forward Sale Transaction, dated May 5, 2026, between the Company and Barclays Bank PLC, in its capacity as a Forward Purchaser.

10.4

Confirmation of Forward Sale Transaction, dated May 5, 2026, between the Company and The Bank of Nova Scotia, in its capacity as a Forward Purchaser.

23.1

Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.01).

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Entergy Corporation

By:

/s/ Barrett E. Green

Barrett E. Green

Vice President and Treasurer

Dated: May 7, 2026

EX-1.1

Filename: d52765dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

Execution Version

ENTERGY CORPORATION

Common Stock, Par Value $.01 Per Share

UNDERWRITING AGREEMENT

May 5, 2026

Wells Fargo

Securities, LLC

Citigroup Global Markets Inc.

Barclays Capital Inc.

Scotia

Capital (USA) Inc.

BNP Paribas Securities Corp.

BofA Securities, Inc.

J.P.

Morgan Securities LLC

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

MUFG Securities Americas Inc.

c/o

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

Ladies and Gentlemen:

The undersigned, Entergy Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Underwriting

Agreement”) with the several underwriters set forth in the first table on Schedule I attached hereto (the “Underwriters,” which term, when the context permits, shall also include any underwriters substituted as hereinafter in

Section 11 provided), for whom Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc. are acting as representatives (the “Representatives”) and the Forward Sellers (as defined

herein), with respect to (a) subject to Section 12 hereof, the sale (the “Forward Sale”) by Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc. (in such capacity,

each, a “Forward Seller” and collectively, the “Forward Sellers”), acting severally and not jointly, of the respective number of shares of the Company’s common stock, par value $.01 per share (the “Common

Stock”), to be sold by them as set forth under the headings “Number of Forward Underwritten Shares to be Purchased from Wells Fargo,” “Number of Forward Underwritten Shares to be Purchased from Citigroup,” “Number

of Forward Underwritten Shares to be Purchased from Barclays” and “Number of Forward Underwritten Shares to be Purchased from Scotia,” respectively, in the first table on Schedule I hereto (collectively, the “Forward

Underwritten Shares”) and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Forward Underwritten Shares sold to each of them by the respective Forward Sellers as set forth under such headings in

such table and (b) the grant by the Company to the several Underwriters of the option described in Section 1(a)(iii) hereof to purchase all or any portion of an additional 2,887,168 shares of Common Stock (the “Option Shares”).

In connection with the Forward Sale, each of Wells Fargo Bank, National Association, Citibank, N.A., Barclays Bank PLC

and The Bank of Nova Scotia, in its capacity as a party to a Forward Sale Agreement (as defined herein) (as such, a “Forward Purchaser” and, collectively, the “Forward Purchasers”), has entered into a letter agreement, dated

May 5, 2026 (collectively, the “Forward Sale Agreements”), with the Company, pursuant to which the Company has agreed to sell, and each respective Forward Purchaser has agreed to purchase, acting severally and not jointly, the

number of shares of Common Stock set forth opposite such Forward Purchaser’s (or its affiliate’s) name under the heading “Number of Shares to be Purchased” in the second table on Schedule I hereto, subject to the terms and

conditions of the Forward Sale Agreements, including the Company’s right to elect Cash Settlement or Net Share Settlement (each as defined in the Forward Sale Agreements).

The Forward Underwritten Shares and any Company Top-Up Underwritten Shares (as defined

herein) are hereinafter collectively referred to as the “Firm Shares.” Any Option Shares sold to the Underwriters by the Forward Sellers pursuant to Section 1(a)(iii) hereof upon exercise of the option described in

Section 1(a)(iii) hereof are herein referred to as the “Forward Option Shares,” and any Option Shares sold to the Underwriters by the Company pursuant to Section 1(a)(v) hereof upon exercise of such option, together with any

Company Top-Up Option Shares (as defined herein), are herein referred to as the “Company Option Shares.” The Company Top-Up Underwritten Shares and the

Company Option Shares are hereinafter collectively referred to as the “Primary Shares.” The Forward Underwritten Shares and the Forward Option Shares are hereinafter collectively referred to as the “Forward Shares.” The Firm

Shares and the Option Shares are hereinafter collectively referred to as the “Shares.” This Underwriting Agreement, the Forward Sale Agreements and any Additional Forward Sale Agreements (as defined herein) are hereinafter collectively

referred to as the “Transaction Documents.”

SECTION 1. Purchase and Sale.

(a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set

forth:

(i) each Forward Seller, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter shall

purchase from such Forward Seller, severally and not jointly, at a purchase price of $110.74 per share (the “Purchase Price”), that number of Forward Underwritten Shares set forth in the first table on Schedule I opposite the name of

such Underwriter in the column pertaining to such Forward Seller;

(ii) the Company agrees to sell to each Underwriter, and

each Underwriter shall purchase from the Company, severally and not jointly, at the Purchase Price, a number of Company Top-Up Underwritten Shares, if any, that bears the same proportion to the total number of

Company Top-Up Underwritten Shares as the aggregate number of Forward Underwritten Shares set forth in the first table on Schedule I hereto opposite the name of such Underwriter bears to the total number of

Forward Underwritten Shares on such table (subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion may determine);

(iii) the Company hereby grants to the Underwriters the right to purchase at their election up to 2,887,168 Option Shares at

the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Option Purchase Price”). Any such election to purchase

Option Shares may be exercised in whole or in part at one or more times only by written notice from the Representatives to the Company (each, an “Option Notice”), given within a period of 30 calendar days after the date of this

Underwriting Agreement; provided, that, such election to purchase Option Shares may only be exercised one time following the Initial Closing Date (as defined herein), setting forth the aggregate number of Option Shares as to which the Underwriters

are then exercising the option and the time and date on which such Option Shares are to be delivered, as determined by the Representatives but in no event earlier than the Initial Closing Date or, unless the Representatives and the Company otherwise

agree in writing, earlier than two or later than ten business days after the date of such Option Notice. The Company may, in its sole discretion, within one business day after such Option Notice is given, execute and deliver to each of the Forward

Sellers an additional letter agreement substantially in the form attached hereto as Exhibits A-1, A-2, A-3, and A-4, respectively, between the Company and it (as a Forward Purchaser) or its affiliated Forward Purchaser (each, an “Additional Forward Sale Agreement”) providing for the forward sale by the Company,

subject to the terms and conditions of such Additional Forward Sale Agreement, including the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of

shares of Common Stock that bears the same proportion to the total number of Option Shares set forth in such Option Notice as the number of shares of Common Stock set forth in the second table on Schedule I hereto opposite the name of such Forward

Purchaser bears to the total number of shares of Common Stock on such table (subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion may determine). Upon the Company’s execution

and delivery to the Forward Sellers of each such Additional Forward Sale Agreement, each Forward Purchaser shall promptly execute and deliver its Additional Forward Sale Agreement to the Company. Upon such execution and delivery to the Company, each

Forward Seller, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter shall purchase from such Forward Seller, severally and not jointly, at the Option Purchase Price, a

number of Forward Option Shares that bears the same proportion to the total number of Forward Option Shares as the number of Forward Underwritten Shares set forth in the first table on Schedule I

hereto opposite the name of such Underwriter bears to the total number of Forward Underwritten Shares on such table (subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion may

determine);

(iv) the Company agrees to sell to each Underwriter, and each Underwriter shall purchase from the Company,

severally and not jointly, at the Option Purchase Price, a number of Company Top-Up Option Shares, if any, that bears the same proportion to the total number of Company

Top-Up Option Shares as the aggregate number of Forward Underwritten Shares set forth in the first table on Schedule I hereto opposite the name of such Underwriter bears to the total number of Forward

Underwritten Shares on such table (subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion may determine); and

(v) if the Company does not timely execute and deliver one or more Additional Forward Sale Agreements pursuant to clause

(a)(iii) above, then the Company agrees to sell to each Underwriter, and each Underwriter shall purchase from the Company, severally and not jointly, at the Option Purchase Price, a number of Option Shares underlying the Additional Forward Sale

Agreement(s) that were not so executed and delivered that bears the same proportion to the total number of Option Shares as the aggregate number of Forward Underwritten Shares set forth in the first table on Schedule I hereto opposite the name of

such Underwriter bears to the total number of Forward Underwritten Shares on such table (subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion may determine).

(b) If with respect to the Forward Underwritten Shares underlying any Forward Sale Agreement (i) any of the conditions to

effectiveness of such Forward Sale Agreement set forth therein have not been satisfied at the Initial Closing Date, (ii) the Company has not performed all of the obligations required to be performed by it under this Underwriting Agreement on or

prior to the Initial Closing Date or (iii) any of the conditions set forth in Section 7 hereof have not been satisfied on or prior to the Initial Closing Date (clauses (i) through (iii) of this Section 1(b), together, the

“Conditions”), the Forward Seller affiliated with the Forward Purchaser party to such Forward Sale Agreement, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters such Forward Underwritten Shares

otherwise deliverable by such Forward Seller hereunder. In addition, if in a Forward Purchaser’s good faith and commercially reasonable judgment, (A) it or its affiliate is unable to borrow and deliver for sale under this Underwriting

Agreement a number of shares of Common Stock equal to the number of Forward Underwritten Shares otherwise deliverable by its affiliated Forward Seller or (B) it or its affiliate would incur a Stock Loan Fee (as defined under the relevant

Forward Sale Agreement) of more than a rate equal to 200 basis points per annum to do so, then such Forward Seller shall only be required to deliver for sale to the Underwriters at the Initial Closing Date the aggregate number of shares of Common

Stock that such Forward Seller is able to so borrow at or below such Stock Loan Fee.

an Additional Forward Sale Agreement with a Forward Purchaser pursuant to Section 1(a)(iii) hereof, and if with respect to the Forward Option Shares underlying such Additional Forward Sale Agreement (i) any of the conditions to

effectiveness of such Additional Forward Sale Agreement set forth therein have not been satisfied

at the related Closing Date (as defined herein), (ii) the Company has not performed all of the obligations required to be performed by it under this Underwriting Agreement on or prior to such

Closing Date or (iii) any of the conditions set forth in Section 7 hereof have not been satisfied on or prior to such Closing Date (clauses (i) through (iii) of this Section 1(c), together, the “Additional

Conditions”), the Forward Seller affiliated with the Forward Purchaser party to such Forward Sale Agreement, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters such Forward Option Shares otherwise

deliverable by such Forward Seller hereunder. In addition, if in a Forward Purchaser’s good faith and commercially reasonable judgment, (A) it or its affiliate is unable to borrow and deliver for sale under this Underwriting Agreement a

number of shares of Common Stock equal to the number of Forward Option Shares otherwise deliverable by its affiliated Forward Seller or (B) it or its affiliate would incur a Stock Loan Fee (as defined under the relevant Additional Forward Sale

Agreement) of more than a rate equal to 200 basis points per annum to do so, then such Forward Seller shall only be required to deliver for sale to the Underwriters at such Closing Date the aggregate number of shares of Common Stock that such

Forward Seller is able to so borrow at or below such Stock Loan Fee.

(d) If a Forward Seller elects pursuant to

Section 1(b) or 1(c) hereof (in the event that the Forward Purchasers have entered into Additional Forward Sale Agreements with the Company pursuant to Section 1(a)(iii) hereof) not to borrow and deliver for sale to the Underwriters at the

applicable Closing Date the total number of Forward Underwritten Shares or Forward Option Shares, respectively, otherwise deliverable by it hereunder, then such Forward Seller shall notify the Company no later than 5:00 P.M., New York City time, on

the business day immediately preceding such Closing Date.

SECTION 2. Representations and Warranties of the

Company. The Company represents and warrants to the several Underwriters, the Forward Sellers and the Forward Purchasers, and covenants and agrees with the several Underwriters, the Forward Sellers and the Forward Purchasers that:

(a) The Company is duly incorporated and validly existing as a corporation in good standing under the laws of the State of

Delaware and has the necessary corporate power and authority to conduct the business that it is described in the Disclosure Package (as defined herein) as conducting and to own and operate the properties owned and operated by it in such business and

is in good standing and duly qualified to conduct such business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the

failure to be so qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the business, property or financial condition of the Company and Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy

Mississippi, LLC, Entergy New Orleans, LLC, Entergy Texas, Inc. and System Energy Resources, Inc. (each, a “Principal Subsidiary” and collectively, the “Principal Subsidiaries”), taken as a whole (a “Material Adverse

Effect”). All of the issued and outstanding capital stock or membership interests of each Principal Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable, and all of

such capital stock or membership interests (excluding preferred stock or preferred securities) is owned by the Company, directly or indirectly, free from liens, encumbrances and defects of title.

(b) Each Principal Subsidiary is duly incorporated or organized and validly

existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization and has the necessary corporate or limited liability company power and authority to conduct the business

that it is described in the Disclosure Package as conducting and to own and operate the properties owned and operated by it in such business. Each Principal Subsidiary is in good standing and duly qualified to conduct such business as a foreign

corporation or foreign limited liability company in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or to be in

good standing would not reasonably be expected to have a Material Adverse Effect.

Subsidiaries and those subsidiaries of the Company listed on Schedule IV, as of December 31, 2025, the Company did not have any “significant subsidiaries” within the meaning of Rule 1-02(w) of

Regulation S-X.

(d) The Company meets the requirements for the use of an

“automatic shelf registration statement”, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and the Company has filed with the Securities and Exchange Commission (the

“Commission”) a registration statement on Form S-3 (File No. 333-289302) for the registration of an indeterminate aggregate offering price of the Common

Stock, including the Shares, under the Securities Act, and such registration statement became effective upon filing with the Commission. At the time of filing such registration statement (File

No. 333-289302) and at the date hereof, (i) the Company was not and is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) and (ii) the Company was and is a

“well-known seasoned issuer” (as defined in Rule 405 under the Securities Act). No stop order suspending the effectiveness of such registration statement (File No. 333-289302) or any part

thereof has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Shares has been initiated or threatened by the Commission, and no notice of

objection of the Commission to the use by the Company of such registration statement (File No. 333-289302) pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The

prospectus of the Company forming a part of such registration statement (File No. 333-289302), at the time such registration statement (File No. 333-289302)

(or the Company’s most recent amendment thereto filed prior to the Applicable Time (as defined herein)) initially became effective, including all of the documents of the Company incorporated by reference therein at that time pursuant to Item

12 of Form S-3, is hereinafter referred to as the “Basic Prospectus.” In the event that (i) the Basic Prospectus shall have been amended, revised or supplemented (but excluding any amendments,

revisions or supplements to the Basic Prospectus relating solely to securities of the Company other than the Shares) prior to the Applicable Time including, without limitation, by any preliminary prospectus supplement relating to the offering and

sale of the Shares that is deemed to be part of and included in such registration statement (File No. 333-289302) pursuant to Rule 430B(e) under the Securities Act, or (ii) the Company shall have

filed documents pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the time such registration statement (File

No. 333-289302) (or the most recent amendment thereto filed prior to the Applicable Time) became effective and prior to the Applicable Time (but excluding documents incorporated therein by reference

relating solely to securities of the Company other than the Shares), which are incorporated or deemed to be incorporated by reference in the Basic

Prospectus pursuant to Item 12 of Form S-3, the term “Basic Prospectus” as used herein shall also mean such prospectus as so amended, revised

or supplemented and reflecting such incorporation by reference. The various parts of such registration statement (File No. 333-289302), in the form in which such parts became effective and as such parts

may have been amended by all amendments thereto as of the Applicable Time (including, as an amendment, any document of the Company incorporated or deemed to be incorporated by reference in the Basic Prospectus), and including any information omitted

from such registration statement (File No. 333-289302) at the time such part of such registration statement (File No. 333-289302), as so amended, became

effective but that is deemed to be part of such registration statement (File No. 333-289302) pursuant to Rule 430B under the Securities Act, are hereinafter referred to as the “Registration

Statement.” The Basic Prospectus as it shall be supplemented to reflect the terms of the offering and sale of the Shares by a prospectus supplement dated the date hereof, to be filed with the Commission pursuant to Rule 424(b) under the

Securities Act (“Rule 424(b)”), is hereinafter referred to as the “Prospectus.”

(e) (i) After the

Applicable Time and during the time specified in Section 6(d) hereof, the Company will not file any amendment to the Registration Statement or any supplement to the Prospectus or the Disclosure Package (except any amendment or supplement

relating solely to securities of the Company other than the Shares), and (ii) between the Applicable Time and each Closing Date, the Company will not file any document that is to be incorporated by reference in, or any supplement to, the Basic

Prospectus, in either case, without prior notice to the Representatives, the Forward Sellers and the Forward Purchasers and to Pillsbury Winthrop Shaw Pittman LLP (“Counsel for the Underwriters”), or any such amendment or supplement to

which the Underwriters, the Forward Sellers, the Forward Purchasers or Counsel for the Underwriters shall reasonably object on legal grounds in writing. For purposes of this Underwriting Agreement, any document that is filed with the Commission

after the Applicable Time and incorporated or deemed to be incorporated by reference in the Prospectus or the Disclosure Package (except documents incorporated by reference relating solely to securities of the Company other than the Shares) pursuant

to Item 12 of Form S-3 shall be deemed a supplement to the Prospectus or the Disclosure Package, as the case may be.

(f) The Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the

Shares became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, and the Basic Prospectus, when delivered to the Underwriters for their use in marketing the

Shares, fully complied, and the Prospectus, at the time it is filed with the Commission pursuant to Rule 424(b) and at each Closing Date, as it may then be amended or supplemented, will fully comply, in all material respects with the applicable

provisions of the Securities Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith. The documents incorporated or deemed to be incorporated by reference in

the Basic Prospectus and the Prospectus pursuant to Item 12 of Form S-3, on the date filed with the Commission pursuant to the Exchange Act, fully complied or will fully comply in all material respects with

the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith. No documents were filed with the Commission since the

Commission’s close of business on the business day immediately prior to the date of this Underwriting Agreement except as set forth on Part C of Schedule II hereto or such other documents as were delivered to the Underwriters prior to the date

of this Underwriting Agreement.

The Registration Statement did not, as of the latest date as of which any part of the Registration Statement relating to the Shares became, or is deemed to have become, effective under the

Securities Act in accordance with the rules and regulations of the Commission thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not

misleading. At the time that the Basic Prospectus was delivered to the Underwriters for their use in marketing the Shares, the Basic Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in

order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of its date and at each Closing Date, the Prospectus, as it may then be amended or supplemented, will not contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, on said dates and at such times, the documents then

incorporated or deemed to be incorporated by reference in the Basic Prospectus and the Prospectus pursuant to Item 12 of Form S-3, when taken together with the Basic Prospectus and the Prospectus, or the

Prospectus, as it may then be amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they

were made, not misleading. The foregoing representations and warranties in this Section 2(f) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the

Underwriters or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus or the Prospectus, as they may be then amended or supplemented (it being understood and agreed

that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).

(g) The Disclosure Package and any “road show” (as defined in Rule 433 under the Securities Act) regarding the

offering of the Shares (each, a “Road Show”), including each electronic roadshow, if any, identified in Part B of Schedule II hereto, when taken together with the Disclosure Package, does not contain any untrue statement of a material

fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the documents then incorporated or deemed to be incorporated by reference in

the Disclosure Package, when taken together with the Disclosure Package, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by the Underwriters

or on behalf of any Underwriter specifically for use in connection with the preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information

described as such in Section 9(b) hereof). For purposes hereof, (i) “Disclosure Package” shall mean (w) the Basic Prospectus as amended or supplemented immediately prior to 7:00 P.M. New York City time (6:00 P.M. Central time)

on the date of this Underwriting Agreement (the time at which the Underwriters and the Company agreed upon the pricing terms set forth in Schedule III hereto) (the “Applicable Time”), (x) the Free Writing Prospectuses, if any, identified

in Part A of Schedule II hereto, (y) the additional information, if any, identified in Part D of Schedule II hereto and (z) the pricing terms set forth in Schedule III hereto, (ii) “Issuer Free Writing Prospectus” shall mean an

issuer free writing prospectus, as defined in Rule 433 under the Securities Act, and (iii) “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.

(h) Each Issuer Free Writing Prospectus does not include any information

that conflicts with the information contained in the Registration Statement, the Basic Prospectus or the Prospectus, including any document incorporated or deemed to be incorporated by reference therein that has not been superseded or modified. If

there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of

the circumstances then prevailing, not misleading, the Company will notify promptly the Representatives, the Forward Sellers and the Forward Purchasers so that any use of the Disclosure Package may cease until it is amended or supplemented. The

foregoing two sentences do not apply to statements in or omissions from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter specifically for

use in connection with the preparation of the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).

(i) The issuance (if any) and sale of the Shares and the compliance by the Company with all of the provisions of this

Underwriting Agreement and the other Transaction Documents and the consummation by the Company of the transactions therein contemplated will not (i) result in a breach of any of the terms or provisions of, or constitute a default under, any

indenture or any other agreement or instrument to which the Company or any of the Principal Subsidiaries is now a party or (ii) result in any violation of any provision of the charter, by-laws or other

organizational documents of the Company or any of the Principal Subsidiaries.

(j) No approval, authorization, consent or

other order of any governmental body (other than under the Securities Act, which has been duly obtained) is legally required to permit the issuance and sale of the Shares pursuant to the Transaction Documents and no further approval, authorization,

consent or other order of any governmental body is legally required to permit the performance by the Company of its obligations under the Transaction Documents (except, in each case, for various approvals, authorizations or consents that may be

required to be obtained or made, as the case may be, in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction).

(k) This Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(l) The Forward Sale Agreements have been, and any Additional Forward Sale Agreements will be at the time of their execution

and delivery by the Company, duly authorized, executed and delivered by the Company.

(m) Except as set forth in or

contemplated by the Disclosure Package, each of the Company and the Principal Subsidiaries possesses adequate franchises, licenses, permits, and other rights to conduct its business and operations as now conducted, without any known conflicts with

the rights of others which could have a Material Adverse Effect.

(n) Each of the Company and the Principal Subsidiaries maintains

(x) systems of internal controls and processes sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as

necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States and to maintain asset accountability; (iii) access to assets is permitted only in accordance with

management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the

interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in

accordance with the Commission’s rules and guidelines applicable thereto; and (y) disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

(o) The Company is not and, as a result of and after giving effect to the transactions contemplated by the Transaction

Documents (including, without limitation, (i) the issuance, sale and delivery of the Primary Shares, if any, and (ii) the issuance, sale and delivery of shares of Common Stock upon settlement of the Forward Sale Agreements and any

Additional Forward Sale Agreements and the application of the proceeds therefrom, if any, upon such settlement, in each case, as described in the Disclosure Package and the Prospectus), will not be required to register as an “investment

company,” or an entity “controlled” by an investment company, as such terms are defined in the Investment Company Act of 1940, as amended.

(p) Except as set forth in or contemplated by the Disclosure Package, there are no legal or governmental proceedings pending to

which the Company or any Principal Subsidiary is a party or of which any property of the Company or such Principal Subsidiary is the subject which, if determined adversely to the Company or such Principal Subsidiary, would individually or in the

aggregate reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(q) Since the date of the most recent financial statements incorporated by reference in the Disclosure Package, there has been

no event which could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated by the Disclosure Package.

(r) The consolidated financial statements and schedules of the Company and its consolidated subsidiaries incorporated by

reference in the Disclosure Package present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with

the applicable accounting requirements of the Securities Act and the rules and regulations thereunder and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved

(except as otherwise noted therein). The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all

material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(s) Neither the Company nor any Principal Subsidiary is in violation or

default of (i) any provision of its charter, bylaws or other organizational agreement, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,

covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body,

arbitrator or other authority having jurisdiction over the Company or any such Principal Subsidiary or any of its properties, as applicable, which violation or default, with respect to clauses (ii) and (iii), individually or in the aggregate,

could reasonably be expected to result in a Material Adverse Effect.

(t) Deloitte & Touche LLP, who have

certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules of the Company incorporated by reference in the Disclosure

Package, are independent registered public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder.

(u) The Company has an authorized capitalization as set forth in the Disclosure Package and all of the issued shares of capital

stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

(v) The Primary Shares, if any, have been duly authorized and reserved for issuance, sale and delivery by the Company and, if

and when the Primary Shares are issued, sold and delivered by the Company pursuant to this Underwriting Agreement, the Primary Shares will be validly issued, fully paid and non-assessable, and the issuance,

sale and delivery of such Primary Shares will not be subject to any preemptive or similar rights. The Shares will conform in all material respects to the description thereof contained in the Disclosure Package and the Prospectus. The maximum number

of shares of Common Stock deliverable to the Forward Purchasers in the aggregate pursuant to the Forward Sale Agreements and any Additional Forward Sale Agreements, whether pursuant to Physical Settlement, Net Share Settlement, as a result of an

Acceleration Event (as such terms are defined in the Forward Sale Agreements or Additional Forward Sale Agreements, as the case may be) or otherwise, have been duly authorized and reserved for issuance and, when issued, sold and delivered by the

Company to the Forward Purchasers pursuant to the Forward Sale Agreements or such Additional Forward Sale Agreements, as the case may be, against payment of any consideration required to be paid by the Forward Purchasers pursuant to the terms of the

Forward Sale Agreements or Additional Forward Sale Agreements, as the case may be, such shares of Common Stock will be validly issued, fully paid and non-assessable, and the issuance, sale and delivery thereof

will not be subject to any preemptive or similar rights.

(w) The Company has implemented and maintains in effect policies

and procedures designed to ensure compliance by the Company, its subsidiaries and their respective directors, officers, employees and agents with all laws, rules, and regulations of any jurisdiction applicable to the Company or its subsidiaries from

time to time concerning or relating to bribery, money laundering or corruption (“Anti-Corruption Laws”) and applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the

U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the U.S. Department of State, (ii) the United Nations Security

Council, the European Union, any EU member state, or His Majesty’s Treasury of the United Kingdom (“Sanctions”), and the Company, its subsidiaries and their respective officers

and employees and, to the knowledge of the Company, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Company, its subsidiaries or any of their respective officers,

nor, to the knowledge of the Company, any director or agent of the Company or any employee of the Company or any of its subsidiaries, is a Sanctioned Person (as defined below). The proceeds of the offering of the Shares or other transactions

contemplated by this Underwriting Agreement will not violate Anti-Corruption Laws or applicable Sanctions. “Sanctioned Person” means, at any time of determination, (A) any person or entity listed in any Sanctions-related list of

designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state or His Majesty’s Treasury

of the United Kingdom, (B) any person or entity operating, organized or resident in a country, region or territory which is the subject or target of any Sanctions, (C) any person or entity owned or controlled by or acting on behalf of any

such person or entity described in the preceding clauses (A) or (B), or (D) any person or entity, to the Company’s knowledge, with which any Underwriter, Forward Seller or Forward Purchaser is prohibited under Sanctions relevant to

it from dealing or engaging in transactions. For purposes of the foregoing, control of an entity shall be deemed to include where a Sanctioned Person (x) owns or has power to vote 25% or more of the issued and outstanding equity interests

having ordinary voting power for the election of directors of the entity or other individuals performing similar functions for the entity, or (y) has the power to direct or cause the direction of the management and policies of the entity,

whether by ownership of equity interests, contracts or otherwise.

SECTION 3. Representations and Warranties of the

Forward Sellers. Each Forward Seller, severally and not jointly, represents and warrants to the Company and each Underwriter as of the date hereof and as of the applicable Closing Date as follows:

(a) This Underwriting Agreement has been duly authorized, executed and delivered by such Forward Seller, and, as of the

applicable Closing Date, such Forward Seller will have the full right, power and authority to sell, transfer and deliver the Forward Underwritten Shares or the Forward Option Shares, as the case may be, that it is required to sell, transfer and

deliver to the extent that it is required to transfer such Forward Underwritten Shares or such Forward Option Shares hereunder.

(b) The Forward Sale Agreement entered into by it (as Forward Purchaser) or its affiliated Forward Purchaser has been, and any

Additional Forward Sale Agreement entered into by it (as Forward Purchaser) or its affiliated Forward Purchaser will be, duly authorized, executed and delivered by such Forward Purchaser, and assuming due authorization, execution and delivery of

such Forward Sale Agreement or such Additional Forward Sale Agreement, as the case may be, by the Company, each of such Forward Sale Agreement and such Additional Forward Sale Agreement will constitute a valid and binding agreement of such Forward

Purchaser, enforceable against such Forward Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, receivership, liquidation, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and similar

laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

and unqualified right to transfer the number of Forward Underwritten Shares or Forward Option Shares, as the case may be, that it is required to deliver to the extent that it is required to transfer such Forward Underwritten Shares or Forward Option

Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or any other claim of any third party; and upon delivery of such Forward Underwritten Shares or Forward Option Shares

and payment of the purchase price therefor, as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters will have the free and unqualified right to transfer any such Forward Underwritten

Shares or Forward Option Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or any other claim of any third party.

SECTION 4. Offering. The Company and the Forward Sellers are advised by the Underwriters that they propose to make a

public offering of their respective portions of the Shares as soon after the effectiveness of this Underwriting Agreement as in their judgment is advisable. The Company is further advised by the Underwriters that the Shares will be offered to the

public at the initial public offering price specified in the Prospectus.

SECTION 5. Time and Place of Closing;

Delivery of the Shares. Delivery of the Forward Underwritten Shares (by the Forward Sellers) and/or the Company Top-Up Underwritten Shares (by the Company) and payment therefor to the Forward Sellers (with

respect to the Forward Underwritten Shares) and/or the Company (with respect to the Company Top-Up Underwritten Shares) by wire transfer of immediately available funds shall be made at the offices of Morgan,

Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, or by the electronic exchange of documents and certificates by the parties, at 10:00 A.M., New York City time, on May 7, 2026 or at such other time on the same or such

other day as shall be agreed upon by the Company, the Representatives, the Forward Sellers and the Forward Purchasers, or as may be established in accordance with Section 11 hereof. The hour and date of such delivery and payment are herein

called the “Initial Closing Date.” Delivery of the Forward Option Shares (by the Forward Sellers) and/or the Company Option Shares (by the Company) and payment therefor to the Forward Sellers (with respect to the Forward Option Shares)

and/or the Company (with respect to the Company Option Shares) shall be made at the above-mentioned offices, or by the electronic exchange of documents and certificates by the parties, at such hour and date as specified by the Representatives in the

Option Notice. Each such hour and date for delivery, including the Initial Closing Date, as applicable, shall be referred to herein as a “Closing Date.” Payment shall be made to the Company, in the case of any Company Top-Up Underwritten Shares and any Company Option Shares, and to the Forward Sellers, in the case of the Forward Underwritten Shares and any Forward Option Shares, by wire transfer of immediately available funds to

the account specified by the Company or the Forward Sellers, as applicable, to the Representatives against delivery to the Representatives for the respective accounts of the Underwriters of certificates (or book-entry credits) for the related Shares

to be purchased by them. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Certificates (or book-entry credits) for the Shares shall be registered in such

names and in such denominations as the Representatives may request upon at least forty-eight hours prior notice to the Company and the Forward Sellers. The Company and the Forward Sellers agree to make the certificates (if any) for the Shares

available to the Underwriters for checking not later than 2:30 P.M., New York City time, on the last business day preceding the Closing Date at such place as may be agreed upon between the Representatives, the Company and the Forward Sellers, or at

such other time and/or date as may be agreed upon between the Representatives, the Company and the Forward Sellers.

SECTION 6. Covenants of the Company. The Company covenants and agrees

with the several Underwriters, the Forward Sellers and the Forward Purchasers that:

(a) Not later than the Initial Closing

Date, the Company will deliver to the Underwriters, the Forward Purchasers and the Forward Sellers a conformed copy of the Registration Statement in the form that it or the most recent post-effective amendment thereto became effective, certified by

an officer of the Company to be in such form.

(b) The Company will deliver to the Underwriters, the Forward Purchasers and

the Forward Sellers as many copies of the Prospectus (and any amendments or supplements thereto) and each Issuer Free Writing Prospectus as the Underwriters, the Forward Purchasers and/or the Forward Sellers (as the case may be) may reasonably

request.

424(b) (without reliance on Rule 424(b)(8) under the Securities Act) and will advise the Representatives, the Forward Purchasers and the Forward Sellers promptly of the issuance of any stop order under the Securities Act with respect to the

Registration Statement, any Issuer Free Writing Prospectus, the Basic Prospectus or the Prospectus or the institution of any proceedings therefor or pursuant to Section 8A of the Securities Act of which the Company shall have received notice.

The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued.

(d) During such period of time as the Underwriters are required by law to deliver a prospectus (including in circumstances

where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) after this Underwriting Agreement has become effective, if any event relating to or affecting the Company, or of which the Company shall be advised by the

Underwriters in writing, shall occur that in the Company’s opinion should be set forth in a supplement or amendment to the Prospectus or the Disclosure Package in order to make the Prospectus or the Disclosure Package not misleading in the

light of the circumstances existing when it is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser of the Shares, the Company will amend or supplement the

Prospectus or the Disclosure Package by either (i) preparing and filing with the Commission and furnishing to the Underwriters, the Forward Purchasers and the Forward Sellers a reasonable number of copies of a supplement or supplements or an

amendment or amendments to the Prospectus or the Disclosure Package, or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act that will supplement or amend the Prospectus or the Disclosure Package, so

that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus or the Disclosure

Package is delivered (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to a purchaser, not misleading. Unless such event relates solely to the activities of the Underwriters (in which

case the Underwriters shall assume the expense of preparing any such amendment or supplement), the expenses of complying with this Section 6(d) shall be borne by the Company until the expiration of nine months from the time of effectiveness of

this Underwriting Agreement, and such expenses shall be borne by the Underwriters thereafter.

(e) The Company will make generally available to its security holders, as

soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the “effective date of the registration statement” within the meaning of Rule 158 under the Securities Act,

which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(f) At any time within six months of the date hereof, the Company will furnish such proper information as may be lawfully

required by, and will otherwise cooperate in qualifying the Shares for offer and sale under, the blue sky laws of such jurisdictions as the Underwriters may reasonably designate, provided that the Company shall not be required to qualify as a

foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Company to be unduly burdensome.

(g) The Company will, except as herein provided, pay all fees, expenses and taxes (except transfer taxes) in connection with

the issuance (if any), sale (if any) and offering of the Shares, including with respect to (i) the preparation and filing of the Registration Statement and any post-effective amendments thereto, (ii) the printing, issuance and delivery of

the Shares, (iii) legal counsel relating to the qualification of the Shares under the blue sky laws of various jurisdictions in an amount not to exceed $3,500, (iv) the printing and delivery to the Underwriters, the Forward Purchasers and the

Forward Sellers of reasonable quantities of copies of the Registration Statement, any preliminary (and any supplemental) blue sky survey, the Basic Prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendment or supplement

thereto, except as otherwise provided in paragraph (d) of this Section 6, (v) the applicable Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso

thereof, (vi) the costs and expenses of the Company relating to investor presentations or any Road Show undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the

preparation or dissemination of any electronic Road Show, expenses associated with the production of Road Show slides and graphics, and travel and lodging expenses of the representatives and officers of the Company, (vii) the listing of the

Shares (including the maximum number of shares of Common Stock deliverable to the Forward Purchasers in the aggregate pursuant to the Forward Sale Agreements and any Additional Forward Sale Agreements, whether pursuant to Physical Settlement, Net

Share Settlement, as a result of an Acceleration Event (as such terms are defined in the Forward Sale Agreements or such Additional Forward Sale Agreements, as applicable) or otherwise) on the NYSE, (viii) the costs and charges of any transfer

agent, registrar or depositary and (ix) filings or other notices (if any) with or to, as the case may be, the Financial Industry Regulatory Authority (“FINRA”) in connection with its review of the terms of the offering. Except as

provided above, the Company shall not be required to pay any expenses of the Underwriters, the Forward Purchasers or the Forward Sellers except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of

Section 7, 8 or 13 hereof, the Company will reimburse the

Underwriters and the Forward Sellers for the (A) reasonable fees and expenses of Counsel for the Underwriters and Davis Polk & Wardwell LLP (“Counsel for the Forward Sellers

and the Forward Purchasers”), whose fees and expenses the Underwriters and the Forward Sellers and/or Forward Purchasers, respectively, agree to pay in any other event, and (B) reasonable out-of-pocket expenses in an aggregate amount not exceeding $15,000, incurred in contemplation of the performance of this Underwriting Agreement. The Company shall not in any event be liable to the

Underwriters, the Forward Purchasers or the Forward Sellers for damages on account of loss of anticipated profits.

(h)

During a period of 60 days from the date hereof, the Company shall not, directly or indirectly, without the prior written consent of Wells Fargo Securities, LLC and Citigroup Global Markets Inc., (i) offer, pledge, sell, contract to sell, sell any

option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable

for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap, or any other agreement or any transaction, that transfers, in whole or in part, directly or

indirectly, the economic consequence of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or

(iii) publicly disclose the intention to take any of the actions restricted by clause (i) or (ii) above. The foregoing sentence shall not apply to (A) the Primary Shares to be sold hereunder, if any, and any shares of Common Stock

that may be issued and delivered pursuant to the Forward Sale Agreements and any Additional Forward Sale Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of

a security outstanding on the date hereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit or compensation plans of the Company or the filing of a registration statement on Form S-8 under the Securities Act with respect to such plans, (D) any shares of Common Stock issued pursuant to any nonemployee director stock plan, benefit plan, or compensation plan, (E) any shares of Common

Stock issued pursuant to any dividend reinvestment and stock repurchase plan or similar dividend reinvestment features of any employee or nonemployee director benefit plan and (F) any shares of Common Stock that may be issued and delivered

pursuant to any forward sale agreement(s) entered into by the Company prior to the date hereof under its “at the market” equity distribution program or otherwise.

(i) The Company will use the proceeds from the sale of the Primary Shares and the sale of any shares of Common Stock issued and

sold pursuant to the Forward Sale Agreements and any Additional Forward Sale Agreements in the manner specified in the Disclosure Package and the Prospectus under the caption “Use of Proceeds.”

(j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably

be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

(k) The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the

Representatives, the Forward Sellers and the Forward Purchasers, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it

has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be

filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided, that, the prior written consent of the parties hereto shall be deemed to

have been given in respect of the Free Writing Prospectuses identified in Parts A and B of Schedule II hereto, including any electronic Road Show identified in such Part B of Schedule II hereto. Any such Free Writing Prospectus consented to by the

Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer

Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including, if applicable, in respect

of timely filing with the Commission, legending and record keeping.

SECTION 7. Conditions of the Underwriters’

and Forward Sellers’ Obligations. The obligations of the Underwriters to purchase and pay for the Shares and the obligation of the Forward Sellers to deliver and sell the Forward Shares, as the case may be, shall be subject to the accuracy

on the date hereof and on each Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company on each Closing Date and to the following conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York City time, on

the second business day following the date of this Underwriting Agreement, or such other time and date as may be agreed upon by the Company, the Underwriters, the Forward Sellers and the Forward Purchasers; and any material required to be filed by

the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act.

(b) No stop order suspending the effectiveness of the Registration Statement, or preventing or suspending the use of the Basic

Prospectus, any Issuer Free Writing Prospectus or the Prospectus, shall be in effect at or prior to each Closing Date, and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the

offering of the Shares shall be pending before, or, to the knowledge of the Company, the Underwriters, the Forward Purchasers or the Forward Sellers, threatened by, the Commission on each Closing Date and no notice of objection of the Commission to

the use by the Company of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received, and the Underwriters, the Forward Sellers and the Forward Purchasers shall

have received, on each Closing Date a certificate, dated such Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, authorized to act for the Company, to the effect that, as of such

Closing Date, no such stop order has been or is in effect, that no proceedings for such purposes are pending before or, to the knowledge of the Company, threatened by the Commission, and that no such notice of objection has been received.

Raechelle M. Munna, Esq., Associate General Counsel–Corporate and Securities of Entergy Services, LLC and Morgan, Lewis & Bockius LLP, opinions, dated such Closing Date, substantially in the forms set forth in Exhibits B and C hereto,

respectively, (i) with such changes therein as may be agreed upon by the Company, the Representatives, the Forward Sellers and the Forward Purchasers with the approval of Counsel for the

Underwriters and Counsel for the Forward Sellers and the Forward Purchasers, respectively, and (ii) if the Disclosure Package or the Prospectus shall be supplemented after being furnished to the Underwriters or the Forward Sellers for use in

offering the Shares, prior to the applicable Closing Date, with changes therein to reflect such supplementation.

(d) At

each Closing Date, the Representatives, the Forward Sellers and the Forward Purchasers shall have received from Counsel for the Underwriters an opinion, dated such Closing Date, substantially in the form set forth in Exhibit D hereto, with such

changes therein as may be necessary to reflect any supplementation of the Disclosure Package or the Prospectus prior to such Closing Date.

(e) On or prior to the date this Underwriting Agreement became effective, the Underwriters shall have received from

Deloitte & Touche LLP, the Company’s independent registered public accountants (the “Accountants”), a letter dated the date hereof and addressed to the Underwriters to the effect that (i) they are independent

registered public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules

of the Company audited by them and included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the

Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (iii) on the bases of (1) performing the procedures specified by the American Institute of Certified Public Accountants for a review of

interim financial information as described in AS Section 4105, Reviews of Interim Financial Information, on the latest unaudited financial statements, if any, included or incorporated by reference in the Registration Statement, the

Disclosure Package and the Prospectus, (2) a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, if any,

other committees thereof specified therein, and the stockholders of the Company, since December 31, 2025 to a specified date not more than three business days prior to the date of such letter, and (3) making inquiries of officers of the

Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal

matters of significance with respect to the comments made in such letter and, accordingly, that the Accountants make no representations as to the sufficiency of such procedures for the purposes of the Underwriters, the Forward Sellers and the

Forward Purchasers), nothing has come to their attention that caused them to believe that, to the extent applicable, (A) the unaudited financial statements of the Company (if any) included or incorporated by reference in the Registration

Statement, the Disclosure Package and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations thereunder;

(B) any material modifications should be made to said unaudited financial statements for them to be in conformity with accounting principles generally accepted in the United States; (C) at the date of the latest available balance sheet

read by the Accountants and at a subsequent specified date not more than three business days prior to the date of the letter, there was any change in the capital stock of the Company, increase in long-term debt of the Company or in its net current

liabilities or decrease in

stockholders’ equity, in each case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Registration Statement, the Disclosure Package and the

Prospectus, except in all instances for changes, increases or decreases that the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur, for declarations of dividends, for the repayment or redemption of

long-term debt, for the amortization of premiums or discounts on long-term debt, for any increases in long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for changes,

increases or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (D) for the period from the closing date of the most recent income statement incorporated by reference in the Registration

Statement, the Disclosure Package and the Prospectus to the closing date of the latest available income statement read by the Accountants, there were any decreases, as compared to the corresponding period in the preceding year, in the

Company’s operating revenues, operating income or net income, except in all instances for decreases that the Registration Statement, the Disclosure Package or the Prospectus discloses have occurred or may occur or decreases as set forth in

such letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to the Company (x) set

forth in the Registration Statement, the Disclosure Package and the Prospectus, and (y) set forth in the documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act as specified by the Representatives, in each

case, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from

the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in such letter, and found them to be in

agreement.

(f) At each Closing Date, the Underwriters, the Forward Sellers and the Forward Purchasers shall have received

a certificate, dated such Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, authorized to act for the Company, to the effect that (i) as of such Closing Date, the representations

and warranties of the Company contained herein are true and correct, (ii) the Company has performed and complied with all agreements and conditions in this Underwriting Agreement to be performed or complied with by the Company at or prior to

such Closing Date and (iii) since the most recent date as of which information is given in the Prospectus, as it may then be amended or supplemented, there has not been any material adverse change in the business, property or financial

condition of the Company and the Principal Subsidiaries, taken as a whole, and there has not been any material transaction entered into by the Company or any of the Principal Subsidiaries, other than transactions in the ordinary course of business,

in each case other than as referred to in, or contemplated by, the Prospectus, as it may then be amended or supplemented.

(g) The “lock-up” agreements, each substantially in the form of Exhibit E

hereto, between the Representatives and the officers and directors of the Company listed on Exhibit F hereto relating to sales and certain other dispositions of shares of Common Stock or certain other securities of the Company, delivered to the

Representatives on or before the date hereof, shall be in full force and effect at each Closing Date.

(h) The Forward Sale Agreements shall be in full force and effect at the

Initial Closing Date and any Additional Forward Sale Agreements shall be in full force and effect at the related Closing Date.

(i) At each Closing Date, the Underwriters shall have received from the Accountants a letter, dated such Closing Date,

confirming, as of a date not more than five days prior to such Closing Date, the statements contained in the letter delivered pursuant to Section 7(e) hereof.

(j) At or after the Applicable Time, neither Moody’s Investors Service, Inc. nor S&P Global Ratings shall have

lowered the Company’s corporate credit rating or the rating of any of the Company’s debt securities in any respect.

(k) At or after the Applicable Time, no event shall have occurred with respect to or otherwise affecting the Company or any of

its Principal Subsidiaries that, in the reasonable opinion of the Representatives, the Forward Sellers and the Forward Purchasers, materially impairs the investment quality of the Shares.

(l) All legal matters in connection with the issuance (if any) and sale of the Shares shall be satisfactory in form and

substance to Counsel for the Underwriters and Counsel for the Forward Sellers and the Forward Purchasers.

(m) At the

Initial Closing Date, the Primary Shares to be delivered on each Closing Date, if any, and the maximum number of shares of Common Stock issuable and deliverable to the Forward Purchasers in the aggregate pursuant to the Forward Sale Agreements and

any Additional Forward Sale Agreements, whether pursuant to Physical Settlement, Net Share Settlement, as a result of an Acceleration Event (as such terms are defined in the Forward Sale Agreements or such Additional Forward Sale Agreements, as

applicable) or otherwise, shall have been approved for listing on the NYSE, subject only to official notice of issuance.

(n) The Company shall furnish the Underwriters, the Forward Sellers and the Forward Purchasers with additional conformed copies

of such opinions, certificates, letters and documents as may be reasonably requested.

If any of the conditions specified

in this Section 7 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Representatives, the Forward Sellers or the Forward Purchasers at any time on or prior to the applicable Closing Date upon notice thereof to

the Company. Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10 hereof.

SECTION 8. Condition of the Company’s Obligations. The obligations of the Company hereunder shall be subject to

the following condition:

(a) No stop order suspending the effectiveness of the Registration Statement or preventing or

suspending the use of the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall be in effect at or prior to any Closing Date, and no proceedings for that purpose or pursuant to Section 8A of the Securities Act against the

Company or relating to the offering of the Shares shall be pending before, or threatened by, the Commission on the applicable Closing Date, and no notice of objection of the Commission to the use by the Company of the Registration Statement or any

post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received.

In case the condition specified in this Section 8 shall not have been

fulfilled, this Underwriting Agreement may be terminated by the Company at any time on or prior to the applicable Closing Date upon notice thereof to the Representatives, the Forward Sellers and the Forward Purchasers. Any such termination shall be

without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10 hereof.

SECTION 9. Indemnification.

(a) The Company shall indemnify, defend and hold harmless each Underwriter, each Forward Seller, each Forward Purchaser, each

agent, director and officer of each Underwriter, each Forward Seller and each Forward Purchaser and each person who controls each Underwriter, each Forward Seller and each Forward Purchaser within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which each Underwriter, each Forward Seller or each Forward Purchaser or any or all of them may become subject under the

Securities Act or any other statute or common law and shall reimburse each Underwriter, each Forward Seller and each Forward Purchaser and any such controlling person for any legal or other expenses (including to the extent hereinafter provided,

reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise

out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein a material fact required to be

stated therein or necessary to make the statements therein not misleading, or upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Road

Show that does not constitute an Issuer Free Writing Prospectus, as each may be amended or supplemented, or in the Disclosure Package, or the omission or alleged omission to state therein a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 9(a) shall not apply to any such losses, claims, damages, liabilities, expenses or

actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished in writing

to the Company by such Underwriter, such Forward Seller or such Forward Purchaser specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or

any amendment or supplement to any thereof, or the Disclosure Package (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b)

hereof); and provided further, that the indemnity agreement contained in this Section 9(a) shall not inure to the benefit of any Underwriter, or to the benefit of any person controlling such Underwriter, on account of any such losses, claims,

damages, liabilities, expenses or actions arising from the sale of the Shares to any person in respect of the Basic Prospectus or any Issuer Free Writing Prospectus, each as may be then supplemented or amended, furnished by such Underwriter to a

person to whom any of the Shares were sold (excluding in all cases, however, any document then incorporated by reference

therein), insofar as such indemnity relates to any untrue or misleading statement or omission made in such Basic Prospectus or Issuer Free Writing Prospectus, if a copy of a supplement or

amendment to such Basic Prospectus or Issuer Free Writing Prospectus (excluding in all cases, however, any document then incorporated by reference therein) (i) is furnished on a timely basis by the Company to such Underwriter, (ii) is

required to have been conveyed to such person by or on behalf of such Underwriter, at or prior to the entry into the contract of sale of the Shares with such person, but was not so conveyed (which conveyance may be oral (if permitted by law) or

written) by or on behalf of such Underwriter and (iii) would have cured the defect giving rise to such loss, claim, damage, liability, expense or action.

(b) Each Underwriter shall severally, but not jointly, indemnify, defend and hold harmless the Company, each Forward Seller and

each Forward Purchaser, its respective directors and officers and each person who controls the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims,

damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse each of them for any legal or other expenses (including, to the extent

hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities,

expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein a

material fact required to be stated therein or necessary to make the statements therein not misleading, or upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, the Prospectus or any Issuer Free

Writing Prospectus, or any amendment or supplement thereto, or in the Disclosure Package or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading, in each case, if, but only if, such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Underwriter specifically for use in connection

with the preparation of the Registration Statement, the Basic Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or of the Disclosure Package. The Company, the Forward Sellers and the Forward

Purchasers acknowledge that the statements set forth in the (i) last paragraph of the cover page of the Prospectus regarding delivery of the Shares, (ii) the first sentence of the fourth paragraph under the caption “Underwriting

(Conflicts of Interest) – General” and (iii) the first and second paragraphs under the caption “Underwriting (Conflicts of Interest) – Price Stabilization and Short Positions” in the Prospectus constitute the only

information furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus and the Disclosure Package.

(c) In case any action shall be brought, based upon the Registration Statement, the Basic Prospectus, the Prospectus, any

Issuer Free Writing Prospectus or the Disclosure Package, against any party in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such party (hereinafter called the indemnified party) shall promptly notify

the party or parties against whom indemnity shall be sought hereunder (hereinafter called the indemnifying party) in writing, and the indemnifying party shall have the right to participate at its own expense in the defense of any such action or, if

it so elects, to assume (in conjunction with

any other indemnifying party) the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses. If the

indemnifying party shall elect not to assume the defense of any such action, the indemnifying party shall reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by such indemnified party. Such indemnified party

shall have the right to employ separate counsel in any such action in which the defense has been assumed by the indemnifying party and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such

indemnified party unless (i) the employment of counsel has been specifically authorized by the indemnifying party or (ii) the named parties to any such action (including any impleaded parties) include each of such indemnified party and the

indemnifying party and such indemnified party shall have been advised by such counsel that a conflict of interest between the indemnifying party and such indemnified party may arise and for this reason it is not desirable for the same counsel to

represent both the indemnifying party and the indemnified party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same

jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such indemnified party (plus any local counsel retained by such indemnified

party in its reasonable judgment)). The indemnified party shall be reimbursed for all such fees and expenses as they are incurred. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if

any such action is settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any loss

or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any

indemnified party is or could have been a party and indemnity has or could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are

the subject matter of such action, suit or proceeding and does not contain any statement as to or any admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for under subsections (a) or (b) in this Section 9 is unavailable to an

indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as

a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by each of the Company, Underwriters, Forward Purchasers and Forward Sellers from the offering of the

Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative

fault of each of the Company, Underwriters, Forward Purchasers and Forward Sellers in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.

The relative benefits received by the Company, the Underwriters, the Forward Sellers and the Forward Purchasers shall be deemed to be in the same relative proportions as the total net proceeds from such offering (before deducting expenses) received

by the Company (which proceeds shall include the proceeds to be received by the Company pursuant to the Forward Sale Agreements and any Additional Forward Sale Agreements assuming Physical Settlement (as such term is defined

in the Forward Sale Agreements or such Additional Forward Sale Agreements, as applicable) of the Forward Sale Agreements and any Additional Forward Sale Agreements on the Effective Date (as such

term is defined in the Forward Sale Agreements or such Additional Forward Sale Agreements, as the case may be)), the total underwriting discount received by the Underwriters, and the aggregate Spread (as defined in the Forward Sale Agreements and

any Additional Forward Sale Agreements) received by the Forward Purchasers under the Forward Sale Agreements and any Additional Forward Sale Agreements, net of any costs associated therewith, as reasonably determined by the Forward Sellers, bear to

the aggregate offering price of the Shares. The relative fault each of the Company, Underwriters, Forward Purchasers and Forward Sellers shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a

material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and such parties’ relative intent, knowledge, access to information and

opportunity to correct or prevent such statement or omission.

The Company, the Underwriters, the Forward Sellers and the

Forward Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable

considerations referred to in the immediately preceding paragraph. The amount paid or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to

include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this

Section 9(d), (x) no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of

any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (y) each Forward Seller and/or Forward Purchaser shall not be required to contribute

any amount in excess of the amount by which the aggregate Spread (as defined in the relevant Forward Sale Agreement and any Additional Forward Sale Agreement) received by such Forward Purchaser under such Forward Sale Agreement and such Additional

Forward Sale Agreement exceeds the amount of any damages that such Forward Seller and/or such Forward Purchaser have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person

guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’, the Forward

Sellers’ and the Forward Purchasers’ obligations to contribute pursuant to this Section 9(d) are several in proportion to their respective obligations and not joint.

SECTION 10. Survival of Certain Representations and Obligations. Any other provision of this Underwriting Agreement to

the contrary notwithstanding, (a) the indemnity and contribution agreements contained in Section 9 of, and the representations and warranties and other agreements of the Company contained in, this Underwriting Agreement shall remain

operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter, any Forward Seller or any Forward Purchaser or by or on behalf of the Company or its directors or officers, or any person

referred to in Section 9 hereof and (ii) acceptance of and payment for the Shares, and (b) the indemnity and contribution agreements contained in Section 9 shall remain operative and in full force and effect regardless of any

termination of this Underwriting Agreement.

SECTION 11. Default of Underwriters. If any Underwriter shall fail or

refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the number of Shares that it has agreed to purchase and pay for

hereunder at any Closing Date, and the aggregate number of Shares that such defaulting Underwriter agreed but failed or refused to purchase on such date is not more than one-tenth of the aggregate number of

the Shares to be purchased on such date, the other Underwriters shall be obligated to purchase the Shares that such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares

that such Underwriter has agreed to purchase on such date pursuant to Schedule I hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without

written consent of such Underwriter. If such Underwriter shall fail or refuse to purchase Shares on such date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth

of the aggregate number of the Shares to be purchased on such date, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective number of Shares

that they had severally agreed to purchase on such date hereunder, and, in addition, the number of Shares that the defaulting Underwriter shall have so failed to purchase on such date up to a number thereof equal to

one-ninth of the respective number of Shares that such non-defaulting Underwriters have otherwise agreed to purchase on such date hereunder, and/or (b) to procure

one or more other members of FINRA (or, if not members of FINRA, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with FINRA’s Conduct Rules), to purchase, upon the

terms herein set forth, the number of Shares that such defaulting Underwriter had agreed to purchase on such date, or that portion thereof that the remaining Underwriters shall not be obligated to purchase on such date pursuant to the foregoing

clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters, the Forward Sellers and the Forward Purchasers within 24 hours (excluding

any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective number of Shares, and thereupon the applicable Closing Date shall be postponed for such

period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the

Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement will, unless otherwise agreed by the Company, the Forward Sellers, the Forward Purchasers

and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting party except as otherwise provided in paragraph (g) of

Section 6 and in Section 10 hereof. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.

SECTION 12. Company Top-Up

Shares.

(a) If in respect of any Forward Sale Agreement and/or any Additional Forward Sale Agreement, as applicable

(i) all the Conditions are not satisfied on or prior to the Initial Closing Date or, in respect of any Additional Forward Sale Agreement entered into pursuant to Section 1(a)(iii) hereof, all the Additional Conditions are not satisfied on

or prior to the related Closing Date, if any, as the case may be, and the Forward Seller affiliated with the Forward Purchaser party to such Forward Sale Agreement and/or Additional Forward Sale Agreement, as applicable, elects, pursuant to

Section 1(b) or 1(c) hereof, as the case may be, not to deliver the Forward Underwritten Shares or the Forward Option Shares, as applicable, otherwise deliverable by such Forward Seller, (ii) in such Forward Purchaser’s good faith

and commercially reasonable judgment, it or its affiliate is unable to borrow and deliver for sale under this Underwriting Agreement a number of shares of Common Stock equal to the number of the Forward Underwritten Shares or the Forward Option

Shares, as applicable, to be otherwise borrowed and delivered for sale by its affiliated Forward Seller hereunder or (iii) in such Forward Purchaser’s good faith and commercially reasonable judgment, it or its affiliate would incur a

Stock Loan Fee (as defined under the relevant Forward Sale Agreement or Additional Forward Sale Agreement, as applicable) of more than a rate equal to 200 basis points per annum to do so, then, in each case, the Company shall issue and sell to the

Underwriters, pursuant to Section 1(a)(ii) or 1(a)(iv) hereof, as the case may be, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Forward Underwritten Shares or Forward Option Shares, as the case

may be, that such Forward Seller does not so deliver and sell to the Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representatives shall have the right to postpone the related Closing Date for a

period not exceeding two business days in order to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 12(a) in lieu of Forward Underwritten

Shares are referred to herein as the “Company Top-Up Underwritten Shares,” and the shares of Common Stock sold by the Company to the Underwriters pursuant to this Section 12(a) in lieu of

Forward Option Shares are referred to herein as the “Company Top-Up Option Shares.”

(b) No Forward Purchaser or Forward Seller shall have any liability whatsoever for any Forward Shares underlying its Forward

Sale Agreement and/or any Additional Forward Sale Agreement, as applicable, that such Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Initial

Closing Date, in the case of Forward Underwritten Shares, or all of the Additional Conditions are not satisfied on or prior to the related Closing Date, in the case of Forward Option Shares, and such Forward Seller elects, pursuant to

Section 1(b) or 1(c) hereof, as the case may be, not to deliver and sell to the Underwriters the Forward Underwritten Shares or the Forward Option Shares, as applicable, otherwise deliverable by such Forward Seller, (ii) in such Forward

Purchaser’s good faith and commercially reasonable judgment, it or its affiliate is unable to borrow and deliver for sale under this Underwriting Agreement a number of shares of Common Stock equal to the number of the Forward Underwritten

Shares or the Forward Option Shares, as applicable, to be otherwise borrowed and delivered for sale by its affiliated Forward Seller hereunder or (iii) in such Forward Purchaser’s good faith and commercially reasonable judgment, it or its

affiliate would incur a Stock Loan Fee (as defined under the relevant Forward Sale Agreement or Additional Forward Sale Agreement, as applicable) of more than a rate equal to 200 basis points per annum to do so.

SECTION 13. Termination. This Underwriting Agreement shall be subject to termination by written notice from the

Representatives to the Company, the Forward Sellers and the Forward Purchasers if (a) after the execution and delivery of this Underwriting Agreement and prior to each Closing Date, (i) trading in the securities of the Company or generally

shall have been suspended or materially limited on the NYSE by the New York Stock Exchange LLC, the Commission or

other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the NYSE by the New York Stock Exchange LLC, the Commission or other

governmental authority, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or

clearing services in the United States shall have occurred, (iv) there shall have occurred any material outbreak or escalation of hostilities or any calamity or crisis that, in the judgment of the Representatives, is material and adverse, or

(v) any material adverse change in financial, political or economic conditions in the United States or elsewhere shall have occurred and (b) in the case of any of the events specified in clauses (a)(i) through (v), such event singly or

together with any other such event makes it, in the reasonable judgment of the Representatives, impracticable to market, sell or deliver the Shares. This Underwriting Agreement shall also be subject to termination, upon notice by the Representatives

as provided above, if, in the judgment of the Representatives, the subject matter of any amendment or supplement (prepared by the Company) to the Disclosure Package or the Prospectus (except for information relating solely to the manner of public

offering of the Shares or to the activity of the Underwriters or to the terms of any securities of the Company other than the Shares) filed or issued after the Applicable Time by the Company shall have materially impaired the marketability of the

Shares. Any termination hereof, pursuant to this Section 13, shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10 hereof.

SECTION 14. Miscellaneous. THE RIGHTS AND DUTIES OF THE PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW

YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER

JURISDICTION. This Underwriting Agreement shall become effective when a fully executed copy hereof is delivered to the Representatives by the Company and the Forward Sellers. This Underwriting Agreement may be executed in any number of separate

counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement. The words “execution,” “signed” and

“signature” and words of like import in this Underwriting Agreement or in any other certificate, agreement or document related to this Underwriting Agreement (to the extent permissible under governing documents) shall include images of

manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and

AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect,

validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce

Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. This Underwriting Agreement

shall inure to the benefit of the Company, each of the Underwriters, the Forward Sellers and the Forward Purchasers and, with respect to the provisions of Section 9 hereof, each director, officer and other person referred to in Section 9

hereof, and the respective successors of each. Should any part of this Underwriting Agreement for any reason be declared invalid, such

declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Underwriting Agreement had been executed with the

invalid portion thereof eliminated. Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement.

The term “successor” as used in this Underwriting Agreement shall not include any purchaser, as such, of any Shares from the Underwriters.

SECTION 15. Notices. All communications hereunder shall be in writing and, (a) if to the Underwriters, shall be

mailed or delivered to the Representatives at the addresses set forth at the beginning of this Underwriting Agreement, (i) to the attention of Equity Syndicate Department (facsimile number 212-214-5918) in the case of Wells Fargo Securities, LLC; (ii) to the attention of General Counsel (facsimile number

646-291-1469) in the case of Citigroup Global Markets Inc.; (iii) to the attention of Syndicate Registration (facsimile number 646-834-8133), with a copy, in the case of any notice pursuant to Section 9 hereof, to the Director of Litigation, Office of the General Counsel, the case of Barclays Capital Inc.; and (iv) to the

attention of US ECM (email: US.ECM@scotiabank.com with a copy to US.Legal@scotiabank.com) in the case of Scotia Capital (USA) Inc.; (b) if to the Forward Sellers, shall be mailed or delivered to (i) to the attention of Wells Fargo

Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department (facsimile number 212-214-5918); (ii) to the attention of

Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (facsimile number 646-291-1469); (iii) to the attention of

Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: ELHS Notifications (email: ELHSNotifications@barclays.com); and (iv) to the attention of The Bank of Nova Scotia, 44 King Street West Toronto, Ontario, Canada M5H

1H1 c/o Scotia Capital (USA) Inc., as Agent, 250 Vesey Street, 24th Floor New York, New York 10281, Attention: US Equity Derivatives (email: John.kelly@scotiabank.com and Iris.gu@scotiabank.com with a copy to BNSEquityConfirmations@scotiabank.com);

or (c) if to the Company, shall be mailed or delivered to it at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer (with e-mail copies in either case to kmarino@entergy.com and

rmunna@entergy.com).

SECTION 16. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title

III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which

information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

SECTION 17. No Fiduciary Duty. The Company hereby acknowledges that (a) the Underwriters, the Forward Sellers and

the Forward Purchasers are not acting as agents or fiduciaries of the Company and (b) its engagement of the Underwriters, the Forward Sellers and the Forward Purchasers in connection with the issuance (if any), sale and offering of the Shares

is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgment in connection with the issuance (if any), sale and offering of the Shares (irrespective of whether

the Underwriters, the Forward Sellers or the Forward Purchasers have advised or are currently advising the Company on related or other matters). Nothing in this Section 17 is intended to modify in any way the Underwriters’ obligations

expressly set forth in this Underwriting Agreement.

SECTION 18. Integration.

This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Underwriters,

the Forward Sellers and the Forward Purchasers, or any of them, with respect to the subject matter hereof.

SECTION 19.

Qualified Financial Contracts.

In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a

proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as

the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any

Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may

be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United

States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of

the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be

interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and

(y) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Very truly yours,

ENTERGY CORPORATION

By:

/s/ Barrett E. Green

Name: Barrett E. Green

Title: Vice President and Treasurer

Signature Page to the

Underwriting Agreement

Accepted as of the date first above written:

WELLS FARGO SECURITIES, LLC

CITIGROUP GLOBAL MARKETS INC.

BARCLAYS CAPITAL INC.

SCOTIA CAPITAL (USA) INC.

As Representatives on behalf of each of the Underwriters

WELLS FARGO SECURITIES, LLC

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Michael Tiedemann

By:

/s/ Ashwani Khubani

Name: Michael Tiedemann

Name: Ashwani Khubani

Title: Managing Director

Title: Authorized Signatory

BARCLAYS CAPITAL INC.

SCOTIA CAPITAL (USA) INC.

By:

/s/ Gabrielle LeBlanc

By:

/s/ Tim Mann

Name: Gabrielle LeBlanc

Name: Tim Mann

Title: Director

Title: Managing Director

Signature Page to the

Underwriting Agreement

Accepted as of the date first above written:

WELLS FARGO SECURITIES, LLC

CITIGROUP GLOBAL MARKETS INC.

in its capacity as a Forward Seller

By:

/s/ Michael Tiedemann

By:

/s/ Ashwani Khubani

Name: Michael Tiedemann

Name: Ashwani Khubani

Title: Managing Director

Title: Authorized Signatory

BARCLAYS CAPITAL INC.

SCOTIA CAPITAL (USA) INC.

in its capacity as a Forward Seller

By:

/s/ Gabrielle LeBlanc

By:

/s/ Tim Mann

Name: Gabrielle LeBlanc

Name: Tim Mann

Title: Director

Title: Managing Director

Signature Page to the

Underwriting Agreement

SCHEDULE I

ENTERGY CORPORATION

Common Stock, Par Value $.01 Per Share

Names of Underwriters

Number of Forward

Underwritten Shares

to be Purchased

from Wells Fargo

Number of Forward

Underwritten Shares

to be Purchased

from Citigroup

Number of Forward

Underwritten Shares

to be Purchased

from Barclays

Number of Forward

Underwritten Shares

to be Purchased

from Scotia

Wells Fargo Securities, LLC

1,083,170

1,083,169

Citigroup Global Markets Inc.

1,083,169

1,083,170

Barclays Capital Inc.

842,091

842,090

Scotia Capital (USA) Inc.

842,091

842,090

842,091

BNP Paribas Securities Corp.

160,238

160,237

160,238

BofA Securities, Inc.

160,237

160,238

J.P. Morgan Securities LLC

160,238

160,237

Mizuho Securities USA LLC

160,238

160,237

160,238

Morgan Stanley & Co. LLC

160,238

160,237

160,238

MUFG Securities Americas Inc.

160,237

160,238

Total

4,811,947

Names of Forward Purchasers

Number of

Shares to be Purchased

Wells Fargo Bank, National Association

4,811,947

Citibank, N.A.

4,811,947

Barclays Bank PLC

4,811,947

The Bank of Nova Scotia

4,811,947

Total

19,247,788

Sch. I-1

SCHEDULE II

Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package

•

None

Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package

•

Net Roadshow dated May 5, 2026 (Wall-Cross) (Issuer Free Writing Prospectus)

•

Net Roadshow dated May 5, 2026 (Public Launch) (Issuer Free Writing Prospectus)

Part C – Additional Documents Incorporated by Reference

•

None

Part D – Additional Information

•

None

Sch. II-1

SCHEDULE III

Settlement Date (T+1):

May 7, 2026

Shares of Common Stock Offered by the Forward Sellers:

19,247,788

Shares of Common Stock that the Underwriters have the Option to Purchase:

Up to 2,887,168 shares of Common Stock

Public Offering Price:

$113.00 per share

Sch. III-1

SCHEDULE IV

Entergy Finance Company, LLC

Entergy Utility Affiliates Holdings, Inc.

Entergy Utility Affiliates, LLC

Entergy Utility Assets Holdings, Inc.

Entergy Utility Holding Company, LLC

Entergy Utility Property, Inc.

EUHC Holdings, LLC

Entergy

Northeast Holdings, LLC

Sch. IV-1

Exhibit A-1

[Insert Trade Date], 2026

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

•

From: Wells Fargo Bank, National Association

•

30 Hudson Yards

•

New York, NY 10001-2170

•

Email: CorporateDerivativeNotifications@wellsfargo.com

Dear Sirs,

The purpose of this

letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a

“Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “2000 Definitions”)

and the 2002 ISDA Equity Derivatives Definitions (the “2002 Definitions” and, together with the 2000 Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc.

(“ISDA”), are incorporated into this Confirmation.

Each party further agrees that this

Confirmation together with the Agreement evidence a complete binding agreement between Party A and Party B as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous

written or oral communications with respect thereto. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Party A and Party B had

executed an agreement in such form on the Trade Date (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without regard to New York’s choice of laws doctrine other than Title 14

of Article 5 of the New York General Obligations Law); (ii) the election of U.S. Dollars as the Termination Currency); (iii) the election that the word “first” shall be replaced with the word “third” each time it occurs in

Section 5(a)(i) of the Agreement; and (iv) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Party A as if (a) the phrase “, or becoming capable at such time of

being declared,” were deleted from Section 5(a)(vi)(1) of the Agreement; (b) the “Threshold Amount” with respect to Party A were three percent of the shareholders’ equity of Party A; (c) the following language

were added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error or omission

of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within one Local Business Day of such party’s receipt of written notice of its failure

to pay.”; and (d) the term “Specified Indebtedness” had the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a

party’s banking business). The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. For purposes of the 2002 Definitions, the Transaction is a Share Forward

Transaction.

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In the event of any inconsistency among the Agreement, this Confirmation,

the 2002 Definitions, and the 2000 Definitions, the following will prevail in the order of precedence indicated: (i) this Confirmation, (ii) the 2002 Definitions, (iii) the 2000 Definitions, and (iv) the Agreement.

Party A and Party B each represents to the other that it has entered into the Transaction in reliance upon such tax,

accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Party A:

Wells Fargo Bank, National Association

Party B:

Entergy Corporation

Trade Date:

[Insert date on which the Underwriters (as such term is defined in the Underwriting Agreement) exercise their option to

purchase Option Shares (as such term is defined in the Underwriting Agreement) pursuant to Section 1(a)(iii) of the Underwriting Agreement]

Effective Date:

[Insert the Option Closing Date (as such term is defined in the Underwriting Agreement) in respect of the Forward Option

Shares (as such term is defined in the Underwriting Agreement) to which this Confirmation relates]

Base Amount:

Initially, [Insert number of Forward Option Shares (as such term is defined in the Underwriting Agreement) to be sold by

the relevant Forward Seller (as such term is defined in the Underwriting Agreement) to the Underwriters (as such term is defined in the Underwriting Agreement) pursuant to Section 1(a)(iii) of the Underwriting Agreement]

Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

April 30, 2028 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading

Day).

Forward Price:

On the Effective Date, the Initial Forward Price, and on any other day thereafter, the Forward Price as of the immediately

preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date, the Forward Price in effect on such date shall be the Forward Price otherwise in

effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.

Initial Forward Price:

$[Insert Option Purchase Price (as such term is defined in the Underwriting Agreement)] per Share.

Daily Rate:

For any day, (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii)

365.

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Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate”, as such rate

is displayed on Bloomberg Screen “OBFR01 <Index> <GO>”, or any successor page; provided that, if no rate appears for a particular day on such page, the rate for the immediately preceding day for which a rate does so

appear shall be used for such day.

Spread:

[Insert the “Spread” set forth in the Base Confirmation]%

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction

Date.”

Forward Price Reduction Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule

Common stock, par value $0.01 per share, of Party B (also referred to herein as the “Issuer”) (Exchange

identifier: “ETR”).

Exchange:

The New York Stock Exchange.

Related Exchange(s):

All Exchanges.

Clearance System:

The Depository Trust Company.

Calculation Agent:

Party A; provided that following the occurrence and during the continuation of an Event of Default pursuant to

Section 5(a)(vii) of the Agreement with respect to which Party A is the Defaulting Party, Party B shall have the right to designate an independent nationally or internationally recognized third-party dealer with expertise in over-the-counter corporate equity derivatives to replace Party A as Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation

required by such replacement Calculation Agent. Any determination or calculation by the Calculation Agent in such capacity shall be made in good faith and in a commercially reasonable manner.

In the event that the Calculation Agent makes any determination or calculation pursuant to this Confirmation, the Agreement

or the 2002 Definitions, promptly following receipt of a written request from either party hereto, the Calculation Agent shall provide an explanation in reasonable detail of the basis for such determination or calculation if requested by such party,

it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models or proprietary or confidential information used by it for such determination or calculation.

Settlement Terms:

Settlement Date:

Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by

(a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party A no later than (i) 12:30

p.m. (New York City time) on the Scheduled Trading Day immediately prior to such Settlement

A1-3

Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) a number of Scheduled Trading Days

equal to the Notice Length prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount

is greater than zero, (ii) if Physical Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following

Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge during the related Unwind Period with respect to the relevant Settlement Shares by a date that is more than

one Scheduled Trading Day prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement Date as the Settlement Date, and (iv) Party B may

not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to the earlier of (x) the date on which the

Underwriter (as defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Forward Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the Registration Statement (as defined

in the Underwriting Agreement) with delivery of the Prospectus (as defined in the Underwriting Agreement) to the purchaser(s) thereof and (y) the date that is 30 days following the Effective Date.

Notice Length:

(a) 30 Scheduled Trading Days, if (x) Party B shall not have designated, on or prior to the date of such Settlement

Notice, a Settlement Date under any Other Forward (as defined under “Other Forwards” below) for which Cash Settlement or Net Share Settlement is applicable or (y) Party B shall have designated, on or prior to the date of such

Settlement Notice, a Settlement Date under one or more Other Forwards for which Cash Settlement or Net Share Settlement is applicable but no Overlap Unwind Period or Other Overlap Unwind Period (each as defined under “Other Forwards”

below) would occur with respect to any Other Forward as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

(b) 60 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a

Settlement Date under one or more Other Forwards with one or more Other Forward Counterparties for which Cash Settlement or Net Share Settlement is applicable and an Overlap Unwind Period or Other Overlap Unwind Period would occur with respect to

one or more Other Forwards with one (but only one) Other Forward Counterparty as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder;

A1-4

Settlement Date under two or more Other Forwards with two or more Other Forward Counterparties for which Cash Settlement or Net Share Settlement is applicable and an Overlap Unwind Period or Other Overlap Unwind Period would occur with respect to

two or more Other Forwards with two (but only two) Other Forward Counterparties as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

(d) 120 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a

Settlement Date under all three Other Forwards with all three Other Forward Counterparties for which Cash Settlement or Net Share Settlement is applicable and an Overlap Unwind Period or Other Overlap Unwind Period would occur with respect to all

three Other Forwards with all three Other Forward Counterparties as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder.

Settlement Shares:

With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in

the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

Settlement Method:

Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement

Notice delivered on or after the Effective Date that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement

Shares in respect of which Party A is unable, in its good faith and commercially reasonable judgment, to unwind its hedge by the end of the Unwind Period in a manner that, in the good faith and commercially reasonable judgment of Party A based upon

the advice of counsel, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 under the Exchange Act or due to the lack of sufficient liquidity in the Shares on any

Exchange Business Day during the Unwind Period, or (iii) to any Termination Settlement Date (as defined below under “Termination Settlement”). For the avoidance of doubt, during any Unwind Period, Party B may elect Physical

Settlement (as described above) in respect of any Shares that are not Settlement Shares for the Cash Settlement or Net Share Settlement, as the case may be, to which such Unwind Period relates.

For greater clarity, with respect to any Settlement Date in respect of which Cash Settlement applies, Party A shall be

deemed to have completed unwinding its hedge in respect of the portion of the Transaction to be settled on such Settlement Date when it purchases (or, to the extent applicable, unwinds derivative positions (including, but not limited to, swaps or

options related to the Shares) resulting in Party A’s synthetic purchase of) an aggregate number of Shares equal to the number of Settlement Shares for such Settlement

Date.

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Settlement Notice Requirements:

Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net

Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following

form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or

Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.”

Unwind Period:

Subject to the provisions below under the caption “Other Forwards,” each Exchange Business Day that is not a

Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the Scheduled Trading Day immediately

preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind

Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day.

Suspension Day:

Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net

Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Market Disruption Event:

Section 6.3(a)(ii) of the 2002 Definitions is hereby amended by replacing clause (ii) in its entirety with

“(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent determines is material.”

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time.

Physical Settlement:

On any Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the

Clearance System the Settlement Shares for such Settlement Date, and Party A shall pay to Party B, by wire transfer of immediately available funds to an account designated by Party B, an

amount

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in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis. If, on any

Settlement Date, the Shares to be delivered by Party B to Party A hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but

excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount payable by Party A to Party B in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction

Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

Physical Settlement Amount:

For any Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of

(i) the Forward Price on such Settlement Date and (ii) the number of Settlement Shares for such Settlement Date.

Cash Settlement:

On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Settlement Date

is a positive number, Party A will pay such Cash Settlement Amount to Party B. If the Cash Settlement Amount is a negative number, Party B will pay the absolute value of such Cash Settlement Amount to Party A. Such amounts shall be paid on the

Settlement Date by wire transfer of immediately available funds.

Cash Settlement Amount:

For any Settlement Date in respect of which Cash Settlement or Net Share Settlement applies, an amount determined by the

Calculation Agent equal to the difference between (1) the product of (i) (A) the average Forward Price over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind

Period and ending on, and including, such Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during the applicable Unwind Period, except as set forth in clause (2) below),

minus USD 0.01, minus (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period (provided that during any Overlap Unwind Period, only

those Exchange Business Days that constitute Overlap Observation Days shall be included in such calculation) (clause (B), the “Average Unwind 10b-18 VWAP”), multiplied by (ii) the

number of Settlement Shares for such Settlement Date, minus (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, multiplied by (ii) the

number of Settlement Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date.

Net Share Settlement:

On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a

(i) positive number, Party A shall deliver to Party B the Net Share Settlement Shares, or (ii) negative number, Party B shall deliver to Party A the Net Share Settlement Shares; provided that if Party A determines in its good faith

judgment that it would be required to deliver Net Share Settlement Shares to Party B, Party A may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement

Date.

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Net Share Settlement Shares:

For any Settlement Date in respect of which Net Share Settlement applies, a number of Shares equal to the absolute value of

the Cash Settlement Amount divided by the Average Unwind 10b-18 VWAP, with the number of Shares rounded up in the event such calculation results in a fractional number of Shares.

10b-18 VWAP:

For any Exchange Business Day during the Unwind Period that is not a Suspension Day, the volume-weighted average price at

which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such

Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading session in the market

where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent. Party B

acknowledges that Party A may refer to the Bloomberg Page “ETR <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18

VWAP.

Settlement Currency:

USD.

Failure to Deliver:

Inapplicable.

Adjustments:

Extraordinary Events:

The consequences that would otherwise apply under Article 12 of the 2002 Definitions to any applicable Extraordinary Event

shall not apply. In lieu of the applicable provisions contained in Article 12 of the 2002 Definitions, the consequences of any Extraordinary Event shall be as specified under the captions “Acceleration Events” and “Termination

Settlement” below.

Tender Offer:

Applicable; provided that Section 12.1(d) of the 2002 Definitions shall be amended by replacing the reference

therein to “10%” with a reference to “20%”.

Potential Adjustment Event:

The definition of “Potential Adjustment Event” in Section 11.2(e) of the 2002 Definitions shall not

include clause (iii) thereof for purposes of the Transaction.

Notwithstanding Section 11.2(e)(v) of the 2002 Definitions, the following repurchases of Shares (if applicable) shall

not be considered to be a Potential Adjustment Event:

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(i) Shares withheld from employees of Party B or its Affiliates to pay certain withholding taxes upon the vesting of Share

awards granted to such employees under compensation or benefit plans of Party B; and

(ii) Shares purchased in connection with the reinvestment of dividends by recipients of Share awards under Party B’s

compensation or benefit plans; and

(iii) Shares purchased in connection with the operation of Party B’s 401(k) plans or dividend reinvestment and direct

stock purchase plans;

(iv) Shares purchased by Party B to offset any shareholder dilution arising from the exercise of options to purchase

Shares; and

(v) Shares purchased by Party B in connection with the issuance and/or delivery of Shares to directors under director

compensation programs.

Notwithstanding Section 11.2(e) of the 2002 Definitions, the following shall not be considered to be a Potential

Adjustment Event:

(i) Any issuance of Shares by Party B to employees, officers and directors of Party B that are registered on SEC Form S-8;

(ii) any issuance of Shares by Party B (x) pursuant to that certain Equity Distribution Sales Agreement, dated

January 11, 2021, as amended and supplemented, and as may be further amended and supplemented from time to time, including issuances of Shares by Party B to settle any share forward transactions entered into pursuant thereto; (y) to settle

any share forward transactions entered into pursuant the following equity forward transaction confirmations: (1) the confirmation, dated March 17, 2025 between Party B and Morgan Stanley & Co. LLC; (2) the confirmation, dated

March 17, 2025 between Party B and Bank of America, N.A.; (3) the confirmation, dated March 17, 2025 between Party B and JPMorgan Chase Bank, National Association; (4) the confirmation, dated March 17, 2025 between Party B and

Mizuho Markets America LLC; (5) the confirmation, dated March 19, 2025 between Party B and Morgan Stanley & Co. LLC; (6) the confirmation, dated March 19, 2025 between Party B and Bank of America, N.A.; (7) the

confirmation, dated March 19, 2025 between Party B and JPMorgan Chase Bank, National Association; (8) the confirmation, dated March 19, 2025 between Party B and Mizuho Markets America LLC; (9) the Base Confirmation; and

(10) the Other Forwards; and (z) to settle any share forward transactions entered into in the future by Party B;

(iii) any issuance of Shares pursuant to any dividend reinvestment or stock purchase plan of Party B;

(iv) the issuance of any Shares upon the settlement of outstanding restricted stock unit or performance share

awards;

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(v) any issuance of any convertible securities (which may be debt or equity securities) by Party B (other than any issuance

as described in Section 11.2(e)(i), (ii) or (vi) of the 2002 Definitions), even if such securities are convertible into Shares;

(vi) the issuance of any Shares as a result of the conversion of any convertible securities issued by Party B as described

in clause (v) above; and

(vii) the issuance of any Shares pursuant to purchase contracts contained in an issuance of equity units by Party

Method of Adjustment:

Calculation Agent Adjustment; notwithstanding anything in the 2002 Definitions to the contrary, the Calculation Agent may

make an adjustment pursuant to Calculation Agent Adjustment to any one or more of the Base Amount, the Forward Price and any other variable relevant to the settlement or payment terms of the Transaction.

Additional Adjustment:

If, in Party A’s good faith and commercially reasonable judgment, the stock loan fee to Party A (or an Affiliate

thereof), excluding the federal funds rate (or other interest rate) component payable by the relevant stock lender to Party A or such Affiliate (the “Stock Loan Fee”), over any one month period (or, in respect of any day from, and

including, the Trade Date to, but excluding, the date that is one month following the Trade Date, over the period of days as have elapsed from, and including, the Trade Date to, and including, such day), of borrowing a number of Shares equal to the

Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to 50 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which the Stock Loan Fee

exceeded a weighted average rate equal to 50 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an

itemized list of the Stock Loan Fees for the applicable period specified above in this paragraph.

Account Details:

Payments to Party A:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Payments to Party B:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Delivery of Shares to Party A:

To be advised.

Delivery of Shares to Party B:

To be advised.

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Other Provisions:

Conditions to Effectiveness:

The effectiveness of this Confirmation on the Effective Date shall be subject to (i) the condition that the

representations and warranties of Party B contained in the Underwriting Agreement dated [Insert date of the Underwriting Agreement] among Party B and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia

Capital (USA) Inc., as Representatives of the several Underwriters (the “Underwriting Agreement”) and any certificate delivered pursuant thereto by Party B are true and correct or, as provided in the Underwriting Agreement or such

certificate, true and correct in all material respects on the Effective Date as if made as of the Effective Date, (ii) the condition that Party B has performed all of the obligations required to be performed by it under the Underwriting

Agreement on or prior to the Effective Date, (iii) the condition that Party B has delivered to Party A an opinion of counsel dated as of the Effective Date with respect to matters set forth in Section 3(a) of the Agreement, (iv) the

satisfaction of all of the conditions set forth in Section 7 of the Underwriting Agreement, (v) the condition that the Underwriting Agreement shall not have been terminated pursuant to Section 7, 8 or 13 thereof, and (vi) the

condition that neither of the following has occurred (A) in Party A’s good faith and commercially reasonable judgment, Party A (or its Affiliate) is unable to borrow and deliver for sale a number of Shares equal to the Base Amount, or

(B) in Party A’s good faith and commercially reasonable judgment Party A (or its Affiliate) would incur a Stock Loan Fee of more than a rate equal to 200 basis points per annum to do so (in which event this Confirmation shall be effective

but the Base Amount for the Transaction shall be the number of Shares Party A (or an Affiliate thereof) is required to deliver in accordance with Section 1(b) of the Underwriting Agreement).

Representations and Agreements of Party A and Party B:

Each of Party A and Party B represents, warrants and covenants that it:

(a) (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and

risks of entering into the Transaction; (ii) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; and (iii) is entering into the Transaction for a bona fide business purpose;

(b) is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction

that could reasonably be expected to impair materially its ability to perform its obligations hereunder; and

the next succeeding Local Business Day notify the other party upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default in respect of which it is the Defaulting Party.

Additional Representations, Warranties and Agreements of Party B: Party B hereby represents and warrants to, and agrees

with, Party A as of the date hereof that:

(a)

Any Shares, when issued and delivered in accordance with the terms of the Transaction, will be duly

authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.

(b)

Party B has reserved and will keep available at all times, free from preemptive rights, out of its

authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall be issuable at such time upon settlement of the Transaction. All Shares so issuable shall,

upon such issuance, be accepted for listing or quotation on the Exchange.

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(c)

Party B agrees to provide Party A with at least three days’ written notice (an “Issuer

Repurchase Notice”) prior to executing any repurchase of Shares by Party B or any of its subsidiaries (or entering into any contract that would require, or give the option to, Party B or any of its subsidiaries, to purchase or repurchase

Shares), whether out of profits or capital or whether the consideration for such repurchase is cash, securities or otherwise (an “Issuer Repurchase”), that alone or in the aggregate would result in the Base Amount Percentage (as defined

below) being (i) equal to or greater than 9.0% of the outstanding Shares and (ii) greater by 0.5% or more than the Base Amount Percentage at the time of the immediately preceding Issuer Repurchase Notice (or in the case of the first such

Issuer Repurchase Notice, greater than the Base Amount Percentage as of the later of the date hereof or the immediately preceding Settlement Date, if any). The “Base Amount Percentage” as of any day is the fraction (1) the numerator

of which is the sum of (i) the Base Amount, and (ii) the “Base Amount,” as such term is defined in the confirmation dated as of [Insert “Trade Date” for Base Confirmation] between Party A and Party B relating

to a substantially identical forward transaction with respect to [Insert number of Shares underlying Base Confirmation] Shares (the “Base Confirmation”), and (2) the denominator of which is the number of Shares outstanding on

such day.

(d)

No filing with, or approval, authorization, consent, license, registration, qualification, order or decree

of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Party B of this Confirmation and the consummation of the Transaction (including, without limitation, the

issuance and delivery of Shares on any Settlement Date) except (i) such as have been obtained under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) as may be required to be obtained under state

securities laws.

(e)

Party B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase, the Base

Amount Percentage would be equal to or greater than 9.0%.

(f)

Party B is not insolvent, nor will Party B be rendered insolvent as a result of the Transaction.

(g)

Neither Party B nor any of its Affiliates shall take or refrain from taking any action (including, without

limitation, any direct purchases by Party B or any of its Affiliates or any purchases by a party to a derivative transaction with Party B or any of its Affiliates), either under this Confirmation, under an agreement with another party or otherwise,

that Party B reasonably believes would cause any purchases of Shares by Party A or any of its Affiliates in connection with any Cash Settlement or Net Share Settlement of the Transaction not to meet the requirements of the safe harbor provided by

Rule 10b-18 under the Exchange Act if such purchases were made by Party B.

(h)

Party B will not engage in any “distribution” (as defined in Regulation M under the Exchange Act

(“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during any Unwind Period.

(i)

Party B is an “eligible contract participant” (as such term is defined in Section 1a(18) of

the Commodity Exchange Act, as amended).

(j)

In addition to any other requirements set forth herein, Party B agrees not to elect Cash Settlement or Net

Share Settlement if, in the reasonable judgment of either Party A or Party B, such settlement or Party A’s related market activity would result in a violation of the U.S. federal securities laws or any other federal or state law or regulation

applicable to Party B.

(k)

Party B (i) is capable of evaluating investment risks independently, both in general and with regard to

all transactions and investment strategies involving a security or securities; (ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the

broker-dealer in writing; and (iii) has total assets of at least $50 million as of the date hereof.

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(l)

Party B acknowledges and agrees that:

(i)

during the term of the Transaction, Party A and its Affiliates may buy or sell Shares or other securities or

buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

(ii)

Party A and its Affiliates may also be active in the market for the Shares and Share-linked transactions

other than in connection with hedging activities in relation to the Transaction;

(iii)

Party A shall make its own determination as to whether, when or in what manner any hedging or market

activities in Party B’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the 10b-18 VWAP;

(iv)

any market activities of Party A and its Affiliates with respect to the Shares may affect the market price

and volatility of the Shares, as well as the Forward Price and 10b-18 VWAP, each in a manner that may be adverse to Party B; and

(v)

the Transaction is a derivatives transaction in which it has granted Party A the right, under certain

circumstances, to receive cash or Shares, as the case may be; Party A may purchase Shares for its own account at an average price that may be greater than, or less than, the effective price paid by Party B under the terms of the Transaction.

(m)

Party B will notify Party A within five Exchange Business Days of obtaining knowledge of the occurrence of

any event that would constitute a Potential Adjustment Event (or, if earlier, the date on which it publicly discloses such Potential Adjustment Event).

Covenant of Party B:

Subject to the provisions of “Private Placement Procedures” below, the parties acknowledge and agree that any

Shares delivered by Party B to Party A on any Settlement Date will be newly issued Shares and when delivered by Party A (or an Affiliate of Party A) to securities lenders from whom Party A (or an Affiliate of Party A) borrowed Shares in connection

with hedging its exposure to the Transaction will be freely saleable without further registration or other restrictions under the Securities Act in the hands of those securities lenders (provided that such Shares may be subject to

restrictions if the status of any such securities lender would cause any such resale restrictions to apply by virtue of such securities lender’s share ownership in Party B, status as an Affiliate of Party B or otherwise), irrespective of

whether such stock loan is effected by Party A or an Affiliate of Party A. Accordingly, subject to the provisions of “Private Placement Procedures” below, Party B agrees that the Shares that it delivers to Party A on each Settlement Date

will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

Covenants of Party A:

(a)

Unless the provisions set forth below under “Private Placement Procedures” shall be applicable,

Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return Shares to securities lenders to close out open Share loans created by Party A or an Affiliate of Party A in the course of Party A’s or such

Affiliate’s hedging activities related to Party A’s exposure under this Confirmation.

(b)

In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share

Settlement of the Transaction, Party A shall use its commercially reasonable efforts to conduct its activities, or cause its Affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act, as if such provisions were applicable to such purchases.

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Insolvency Filing:

Notwithstanding anything to the contrary herein, in the Agreement or in the Definitions, upon any Insolvency Filing in respect

of the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a

party under this Confirmation prior to the date of such Insolvency Filing).

The parties hereto agree and acknowledge that

(1) at any point prior to any Insolvency Filing in respect of the Issuer, Party B shall have the unilateral right to elect Physical Settlement of the Transaction pursuant to the provisions set forth above under the heading “Settlement

Terms”; and (2) the Transaction shall automatically terminate on the date of any Insolvency Filing pursuant to the provisions set forth in the immediately preceding paragraph only if and to the extent that Party B failed to elect Physical

Settlement of the Transaction pursuant to the provisions set forth above under the heading Settlement Terms prior to the relevant Insolvency Filing.

Extraordinary Dividends:

If an ex-dividend date for an Extraordinary Dividend occurs on or after the Trade Date

and on or prior to the Maturity Date (or, if later, the last date on which Shares are delivered by Party B to Party A in settlement of the Transaction), Party B shall pay an amount, as determined by the Calculation Agent, in cash equal to the

product of such Extraordinary Dividend and the Base Amount to Party A on the earlier of (i) the date on which such Extraordinary Dividend is paid by the Issuer to holders of record of the Shares or (ii) the Maturity Date.

“Extraordinary Dividend” means the per Share amount of any cash dividend or distribution declared by the Issuer with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary”

dividend.

Acceleration Events:

The following events shall each constitute an “Acceleration Event”:

(a)

Stock Borrow Events. In the good faith commercially reasonable judgment of Party A (i) Party A

(or its Affiliate) is unable to hedge Party A’s exposure to the Transaction because (A) of the lack of sufficient Shares being made available for Share borrowing by lenders, or (B) Party A (or an Affiliate of Party A) would incur a

Stock Loan Fee to hedge its exposure to the Transaction that is greater than a rate of 200 basis points per annum (each, a “Stock Borrow Event”);

(b)

Dividends and Other Distributions. On any day occurring after [Insert “Trade Date” of

the Base Confirmation] Party B declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (b) only) to but excluding the next

subsequent Forward Price Reduction Date exceeds, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I or (ii) share capital or securities of another issuer acquired or owned

(directly or indirectly) by Party B as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash

or other consideration) at less than the prevailing market price as reasonably determined by Party A;

(c)

ISDA Early Termination Date. Party A has the right to designate an Early Termination Date pursuant to

Section 6 of the Agreement;

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(d)

Other ISDA Events. The announcement of any event that if consummated, would result in an

Extraordinary Event or the occurrence of any Change in Law (other than as specified in clause (Y) of the definition thereof) or a Delisting; provided that in case of a Delisting, in addition to the provisions of Section 12.6(a)(iii)

of the 2002 Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors); and provided further that the definition of “Change in

Law” provided in Section 12.9(a)(ii) of the 2002 Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or

informal interpretation”, (ii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law

or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and (iii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in

the manner contemplated by Party A on the Trade Date”; or

(e)

Ownership Event. In the good faith, reasonable judgment of Party A, on any day, the Share Amount for

such day exceeds the Post-Effective Limit for such day (if any applies) (an “Ownership Event”).

For purposes of clause (e) above, the “Share Amount” as of any day is the number of Shares that Party A and

any of its Affiliates and any person whose ownership position would be aggregated with that of Party A, including any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part

(Party A or any such person or group, a “Party A Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Party B that are, in each case, applicable to ownership of Shares (“Applicable

Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under any Applicable Restriction, as determined by Party A in its reasonable discretion.

The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations (other than any filing under Section 13 of the Exchange Act and the rules and regulations

thereunder, in each case, as in effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Party A Person, or would result in an adverse effect on a Party A Person, under any Applicable

Restriction, as determined by Party A in its reasonable discretion (it being understood that reporting obligations under Section 13 or Section 16 of the Exchange Act and the rules and regulations thereunder, in each case, as in effect on

the Trade Date, will not be deemed to have an adverse effect), minus (y) 1% of the number of Shares outstanding.

Materially Increased Costs:

Upon the occurrence of any Change in Law specified in clause (Y) of the definition thereof, Party A and Party B agree to

negotiate in good faith for at least five Exchange Business Days (the “Amendment Period”) to amend this Confirmation to take account of the resulting “materially increased cost” as such phrase is used in clause (Y) of

the definition of “Change in Law.” Such amendment may, if agreed by Party A and Party B, result in a Change in Law to which an Acceleration Event applies. If, after negotiating in good faith during the Amendment Period to so amend this

Confirmation, Party A and Party B are unable to agree upon such an amendment, the relevant Change in Law specified in clause (Y) of the definition thereof shall constitute an Acceleration Event, notwithstanding any language in clause

(d) under the heading “Acceleration Events” above to the contrary. The Calculation Agent may, in connection with a Termination Settlement following such Acceleration Event, reduce the Forward Price to compensate Party A for any

“materially increased costs” incurred during the Amendment Period. Any Change in Law that results in Party A (or an Affiliate of Party A) incurring a Stock Loan Fee to hedge its exposure to the Transaction that is equal to or less than a

rate equal to 200 basis points per annum shall not constitute a “materially increased cost” for purposes of clause (Y) of the definition of “Change in Law” (but may, for the avoidance of doubt, result in a reduction to

the Forward Price pursuant to the provisions opposite the caption “Additional Adjustment” above).

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Termination Settlement:

Upon the occurrence of any Acceleration Event, Party A shall have the right to designate, upon at least one Scheduled Trading

Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating

to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Party A shall not exceed the number of Shares necessary to

reduce the Share Amount to the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Party A shall not exceed the number of Shares as to which

such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Party A pursuant to the preceding sentence, Party B fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise

fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Party B and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period

relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Party B, Cash Settlement

or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Party A has unwound its hedge and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement

Shares and (y) the Settlement Shares designated by Party A in respect of such Termination Settlement Date.

Private

Placement Procedures:

Notwithstanding anything to the contrary contained in Section 9.11 of the 2002

Definitions, if Party B is unable to comply with the provisions of “Covenant of Party B” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Party A otherwise determines

that in its reasonable opinion based on the advice of counsel any Settlement Shares to be delivered to Party A by Party B may not be freely returned by Party A or its Affiliates to securities lenders as described under “Covenant of Party

B” above, then delivery of any such Settlement Shares (the “Restricted Shares”) shall be effected pursuant to Annex A hereto, unless waived by Party A; provided that Party A may not otherwise determine that the Settlement

Shares are Restricted Shares based solely upon Party A not having borrowed and sold a number of Shares equal to the Base Amount on or before the Effective Date pursuant to the Registration Statement (as defined in the Underwriting Agreement) with

delivery of the Prospectus (as defined in the Underwriting Agreement) if there has been no change in law or a change in the policy of the Securities and Exchange Commission or its staff.

Rule 10b5-1:

It is the intent of Party A and Party B that following any election of Cash Settlement or Net Share Settlement by Party B, the

purchase of Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the

requirements of Rule 10b5-1(c).

Party B acknowledges that (i) during any

Unwind Period Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Party A (or its agent or Affiliate) in connection with this Confirmation and (ii) Party B is

entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under

the Exchange Act.

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Party B hereby agrees with Party A that during any Unwind Period Party B

shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any employee of Party A, other than via email to CorpEqDerivSales@wellsfargo.com or to any other

person or persons designated from time to time in writing to Party B by Party A. For purposes of the Transaction, “Material Non-Public Information” means information relating to Party B or the

Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Party B to its shareholders or in a press release, contained in a public filing made by Party B with the

Securities and Exchange Commission, or otherwise disseminated in a manner permitted by the rules and regulations of the Securities and Exchange Commission, and (b) a reasonable investor might consider to be of importance in making an investment

decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes

in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries,

extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information.

Maximum Share Delivery:

Notwithstanding any other provision of this Confirmation, in no event will Party B be required to deliver on any Settlement

Date, whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement or any Private Placement Settlement, more than a number of Shares equal to 150% of the initial Base Amount to Party A, subject to reduction by the amount of

any Shares delivered by Party B on any prior Settlement Date.

Transfer and Assignment:

Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has

at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or

transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under

Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive a payment from which an amount has

been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be

required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result

of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by

Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001

of the Code (defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of

its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of

its obligations to Party B to the extent of any such performance.

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Indemnity:

Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling

parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out

of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable

documented legal fees and expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but

only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity

paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or

the Agreement.

Notice:

Non-Reliance:

Applicable

Additional Acknowledgments:

Applicable

Agreements and Acknowledgments

Regarding Hedging Activities:

Applicable

The Agreement is further supplemented by the following provisions:

No Collateral or Setoff:

Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the

contrary, the obligations of Party B hereunder are not secured by any collateral. Obligations under the Transaction shall not be set off against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any

other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be set off against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other

agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff. In calculating any amounts under Section 6(e) of the Agreement, notwithstanding anything to the contrary in the

Agreement, (a) separate amounts shall be calculated as set forth in such Section 6(e) with respect to (i) the Transaction and (ii) all other Transactions, and (b) such separate amounts shall be payable pursuant to

Section 6(d)(ii) of the Agreement.

Status of Claims in Bankruptcy:

Party A acknowledges and agrees that this Confirmation is not intended to convey to Party A rights with respect to the

transactions contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Party B; provided, however, that nothing herein shall limit or shall be deemed to limit Party A’s

right to pursue remedies in the event of a breach by Party B of its obligations and agreements with respect to this Confirmation and the Agreement; and provided further, that nothing herein shall limit or shall be deemed to limit Party

A’s rights in respect of any transaction other than the Transaction.

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Limit on Beneficial Ownership:

Notwithstanding any other provisions hereof, Party A shall not be entitled to take delivery of any Shares deliverable

hereunder (whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares

hereunder, and after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation (i) the Share Amount would exceed the Post-Effective Limit or (ii) the Section 16 Percentage would exceed 9.0%.

Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation,

(i) the Share Amount would exceed the Post-Effective Limit or (ii) the Section 16 Percentage would exceed 9.0%. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s

obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery,

and after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would not exceed the Post-Effective Limit and (ii) the Section 16 Percentage would not exceed 9.0%.

The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its Affiliates or any other person subject to aggregation with

Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part

beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations

thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day.

In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole

or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to

Party A pursuant to the immediately preceding paragraph.

Wall Street Transparency and Accountability

Act:

In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the

“WSTAA”), the parties hereby agree that neither the enactment of the WSTAA or any regulation under the WSTAA, nor any requirement under the WSTAA or an amendment made by the WSTAA, shall limit or otherwise impair either party’s

otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event

under this Confirmation, the 2002 Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from any Acceleration Event or Illegality (as defined in the Agreement)).

Miscellaneous:

(a)

Addresses for Notices. For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to Party A:

Notwithstanding anything to the contrary in the Agreement, all notices to Party A in connection with the Transaction are

effective only upon receipt of email message to CorporateDerivativeNotifications@wellsfargo.com.

Address for

notices or communications to Party B:

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To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

Attention:

Barrett E. Green, Vice President and Treasurer

Phone:

(504) 576-7442

Email:

bgreen2@entergy.com

and

Attention:

Raechelle M. Munna, Associate General Counsel

26th Floor

L-ENT-26B

Phone:

(504) 576-5848

E-mail:

rmunna@entergy.com

(b)

Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law,

any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Confirmation. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or

otherwise, that such other party would not, in the event of such a suit action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Confirmation by, among

other things, the mutual waivers and certifications herein.

Acknowledgements:

The parties hereto intend for:

(a)

the Transaction to be a “securities contract” as defined in Section 741(7) of Title 11 of

the United States Code (the “Bankruptcy Code”), qualifying for the protections under Section 555 of the Bankruptcy Code;

(b)

a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of

any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as defined in the Bankruptcy Code;

(c)

Party A to be a “financial institution” within the meaning of Section 101(22) of the

Bankruptcy Code; and

(d)

all payments for, under or in connection with the Transaction, all payments for the Shares and the transfer

of such Shares to constitute “settlement payments” as defined in the Bankruptcy Code.

Party A is a bank regulated by the Federal Deposit Insurance Corporation, (i) Party A recognizes and intends that the Transaction is, and shall constitute, a “qualified financial contract” as that term is defined in 12 U.S.C. §

1821(e)(8)(D)(i), as the same may be amended, modified, or supplemented from time to time; and (ii) Party A represents and warrants that it is authorized by appropriate corporate action under applicable law to enter into the Transaction as

evidenced by the execution hereof by an officer of Party A at the level of vice president or higher.

Severability:

If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or

circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with

the invalid or unenforceable provision

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eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the

deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to the Agreement; provided, however, that this severability provision shall not be applicable if any

provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 of the Agreement to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or

unenforceable.

Tax Matters:

(a)

For the purpose of Section 3(e), each of Party A and Party B makes the following representation: It is

not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest

under Section 9(h) of the Agreement and any other payments of interest) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party

pursuant to Section 3(f) of the Agreement; (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to

Section 4(a)(i) or 4(a)(iii) of the Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement; provided that it shall not be a breach of this representation where

reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

For the purpose of Section 3(f) of the Agreement:

(i)

Party A makes the following representation(s):

(A)

It is a national banking association organized or formed under the laws of the United States and is a United

States resident for United States federal income tax purposes.

(ii)

Party B makes the following representation(s):

(A)

It is a “U.S. person” (as that term is used in section

1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes.

(B)

It is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of

Delaware, and is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(A).

(c)

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, (x) Party B agrees to deliver to

Party A one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) and (y) Party A agrees to deliver to Party B one duly executed and completed United States

Internal Revenue Service Form W-9 (or successor thereto).

(d)

Withholding Tax imposed on payments to non-US counterparties

under the United States Foreign Account Tax Compliance Act. “Tax” as used in subsection (a) of “Tax Matters” in this Confirmation and “Indemnifiable Tax”, as defined in Section 14 of the Agreement,

shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official

interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the

implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of

Section 2(d) of the Agreement.

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(e)

HIRE Act. “Tax” as used in subsection (a) of “Tax Matters” in this

Confirmation and “Indemnifiable Tax”, as defined in Section 14 of the Agreement, shall not include any tax imposed on payments treated as dividends from sources within the United States under Section 871(m) of the Code or any

regulations issued thereunder.

(f)

305(c) Dividend. In no event shall Party B be required to pay an additional amount to Party A under

Section 2(d)(i)(4) of the Agreement in respect of any amounts treated as dividends under Section 305(c) of the Code.

Delivery of Cash:

For the avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Party B to deliver cash in respect

of the settlement of the Transaction, except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC 815-40 (formerly EITF 00-19) as in effect on the Trade Date (including, without limitation, where Party B so elects to deliver cash or fails timely to elect to deliver Shares in respect of such settlement). For the avoidance of doubt,

the preceding sentence shall not be construed as limiting (i) the Private Placement Procedures set forth in Annex A hereto, or (ii) the payment of cash pursuant to the provisions set forth in Section 3 under the heading

“Extraordinary Dividends” or (iii) any damages that may be payable by Party B as a result of breach of this Confirmation.

Other Forwards:

Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the

date hereof (the “Other Additional Forwards”) with three other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other

Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Additional Forward coincides for any period of time with an Unwind Period for the Transaction

(the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an

“Unwind Period” under one, two or three of the Other Additional Forwards), and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and

the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an “Unwind Period” under one

of the Other Additional Forwards), every third Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other

Additional Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other

Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B.

Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the

Shares on [Insert Date of Other Base Confirmations] (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B

agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward

coincides for any period of time with an Unwind Period for the

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Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall

indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the

Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an

“Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with

“Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with

“Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each

such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this

“Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.

Regulatory Provisions:

US QFC Stay Rules: The parties agree that (i) to the extent that prior to the date hereof all parties have

adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of the Agreement and this Confirmation, and for such purposes the Agreement and this Confirmation

shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties

have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement

are incorporated into and form a part of the Agreement and this Confirmation and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the

Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template

entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page

at www.isda.org and a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into

and form a part of the Agreement and this Confirmation, and for such purposes the Agreement and this Confirmation shall be deemed a “Covered Agreement,” Party A shall be deemed a “Covered Entity” and Party B shall be deemed a

“Counterparty Entity.” In the event that, after the date of the Agreement and this Confirmation, all parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event

of any inconsistencies between the Agreement and this Confirmation and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in

this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement and this Confirmation” include any related credit enhancements entered into

between the parties or provided by one to the other.

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“QFC Stay Rules” means the regulations codified at 12

C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and

Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

[Remainder of page intentionally left blank]

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Please confirm that the foregoing correctly sets forth the terms of our agreement by signing

and returning this Confirmation to CorporateDerivativeNotifications@wellsfargo.com.

Yours faithfully,

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

[Signature Page to Additional Confirmation]

Confirmed as of the date first written above:

ENTERGY CORPORATION

By:

Name:

Title:

[Signature Page to Additional Confirmation]

ANNEX A

PRIVATE PLACEMENT PROCEDURES

(i)

If Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement

Settlement”), then delivery of Restricted Shares by Party B shall be effected in customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Party A; provided that if, on or before the date

that a Private Placement Settlement would occur, Party B has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Party B to Party A (or any

Affiliate designated by Party A) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Party A (or any such Affiliate of Party A) or Party B

fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Party B and Section 6 of the Agreement

shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Party A, due diligence rights (for Party A or

any designated buyer of the Restricted Shares by Party A), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Party A. In the case of a Private Placement Settlement,

Party A shall, in its good faith discretion, adjust the number of Restricted Shares to be delivered to Party A hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities

lenders by Party A and may only be saleable by Party A at a discount to reflect the lack of liquidity in Restricted Shares based on actual charges or discounts given. Notwithstanding the Agreement or this Confirmation, the date of delivery of such

Restricted Shares shall be the Clearance System Business Day following notice by Party A to Party B of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be

due as set forth in the previous sentence and not be due on the Settlement Date or Termination Settlement Date that would otherwise be applicable.

(ii)

If Party B delivers any Restricted Shares in respect of the Transaction, Party B agrees that (i) such

Shares may be transferred by and among Party A and its Affiliates and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after the applicable Settlement Date, Party B shall

promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Party A (or such Affiliate of Party A) to Party B or such transfer agent of seller’s

and broker’s representation letters customarily delivered by Party A or its Affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of

any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Party A (or such Affiliate of Party A).

Annex-1

EXHIBIT A-2

[Insert Trade Date], 2026

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

From:

Citibank, N.A.

Corporate Equity Derivatives

390 Greenwich Street, 4th Floor

New York, NY 10013

Dear Sirs,

The purpose of this

“Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “2000 Definitions”)

(“ISDA”), are incorporated into this Confirmation.

Each party further agrees that this

being declared,” were deleted from Section 5(a)(vi)(1) of the Agreement; (b) the “Threshold Amount” with respect to Party A were three percent of the shareholders’ equity of Citigroup Inc.; (c) the following

language were added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error or

omission of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within one Local Business Day of such party’s receipt of written notice of

its failure to pay.”; and (d) the term “Specified Indebtedness” had the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary

course of a party’s banking business). The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. For purposes of the 2002 Definitions, the Transaction is a

Share Forward Transaction.

In the event of any inconsistency among the Agreement, this Confirmation, the 2002 Definitions,

and the 2000 Definitions, the following will prevail in the order of precedence indicated: (i) this Confirmation, (ii) the 2002 Definitions, (iii) the 2000 Definitions, and (iv) the Agreement.

Party A and Party B each represents to the other that it has entered into the Transaction in reliance upon such tax,

accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.

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The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Party A:

Citibank, N.A.

Party B:

Entergy Corporation

Trade Date:

[Insert date on which the Underwriters (as such term is defined in the Underwriting Agreement) exercise their option to

purchase Option Shares (as such term is defined in the Underwriting Agreement) pursuant to Section 1(a)(iii) of the Underwriting Agreement]

Effective Date:

[Insert the Option Closing Date (as such term is defined in the Underwriting Agreement) in respect of the Forward Option

Shares (as such term is defined in the Underwriting Agreement) to which this Confirmation relates]

Base Amount:

Initially, [Insert number of Forward Option Shares (as such term is defined in the Underwriting Agreement) to be sold by

Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

April 30, 2028 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading

Day).

Forward Price:

On the Effective Date, the Initial Forward Price, and on any other day thereafter, the Forward Price as of the immediately

effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.

Initial Forward Price: $[Insert Option Purchase Price (as such term is defined in the Underwriting Agreement)] per

Share.

Daily Rate:

For any day, (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii)

365.

Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate”, as such rate

appear shall be used for such day.

Spread:

[Insert the “Spread” set forth in the Base Confirmation]%

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction

Date.”

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Forward Price Reduction

Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule

Common stock, par value $0.01 per share, of Party B (also referred to herein as the “Issuer”) (Exchange

identifier: “ETR”).

Exchange:

The New York Stock Exchange.

Related Exchange(s):

All Exchanges.

Clearance System:

The Depository Trust Company.

Calculation Agent:

Party A; provided that following the occurrence and during the continuation of an Event of Default pursuant to

required by such replacement Calculation Agent. Any determination or calculation by the Calculation Agent in such capacity shall be made in good faith and in a commercially reasonable manner.

In the event that the Calculation Agent makes any determination or calculation pursuant to this Confirmation, the Agreement

it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models or proprietary or confidential information used by it for such determination or calculation.

Settlement Terms:

Settlement Date:

Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by

p.m. (New York City time) on the Scheduled Trading Day immediately prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) a number of Scheduled Trading Days equal to the Notice Length prior to

such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if

Physical Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the

Settlement

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Date shall be the next following Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement

applies and Party A shall have fully unwound its hedge during the related Unwind Period with respect to the relevant Settlement Shares by a date that is more than one Scheduled Trading Day prior to a Settlement Date specified above, Party A may, by

written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement Date as the Settlement Date, and (iv) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share

Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to the earlier of (x) the date on which the Underwriter (as defined in the Underwriting Agreement) that is an Affiliate of Party A has

sold all of its allocation of Forward Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the Registration Statement (as defined in the Underwriting Agreement) with delivery of the Prospectus (as defined in the

Underwriting Agreement) to the purchaser(s) thereof and (y) the date that is 30 days following the Effective Date.

Notice Length:

(a) 30 Scheduled Trading Days, if (x) Party B shall not have designated, on or prior to the date of such Settlement

below) would occur with respect to any Other Forward as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

(b) 60 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a

one or more Other Forwards with one (but only one) Other Forward Counterparty as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

two or more Other Forwards with two (but only two) Other Forward Counterparties as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder;

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(d) 120 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a

three Other Forwards with all three Other Forward Counterparties as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder.

Settlement Shares:

With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in

Settlement Method:

Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement

Settlement (as described above) in respect of any Shares that are not Settlement Shares for the Cash Settlement or Net Share Settlement, as the case may be, to which such Unwind Period relates.

For greater clarity, with respect to any Settlement Date in respect of which Cash Settlement applies, Party A shall be

options related to the Shares) resulting in Party A’s synthetic purchase of) an aggregate number of Shares equal to the number of Settlement Shares for such Settlement Date.

Settlement Notice

Requirements:

Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net

Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such

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Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this

Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may

be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.”

Unwind Period:

Subject to the provisions below under the caption “Other Forwards,” each Exchange Business Day that is not a

Suspension Day:

Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net

Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Market Disruption Event:

Section 6.3(a)(ii) of the 2002 Definitions is hereby amended by replacing clause (ii) in its entirety with

“(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent determines is material.”

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time.

Physical Settlement:

On any Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the

Clearance System the Settlement Shares for such Settlement Date, and Party A shall pay to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for

such Settlement Date, on a delivery versus payment basis. If, on any Settlement Date, the Shares to be delivered by Party B to Party A hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs

during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount payable by Party A to Party B in respect of the Deferred Shares

shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

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Physical Settlement Amount:

For any Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of

(i) the Forward Price on such Settlement Date and (ii) the number of Settlement Shares for such Settlement Date.

Cash Settlement:

On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Settlement Date

Settlement Date by wire transfer of immediately available funds.

Cash Settlement Amount:

For any Settlement Date in respect of which Cash Settlement or Net Share Settlement applies, an amount determined by the

minus USD 0.01, minus (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period (provided that during any Overlap Unwind Period, only

those Exchange Business Days that constitute Overlap Observation Days shall be included in such calculation) (clause (B), the “Average Unwind 10b-18 VWAP”), multiplied by (ii) the

number of Settlement Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date.

Net Share Settlement:

On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a

Net Share Settlement Shares:

For any Settlement Date in respect of which Net Share Settlement applies, a number of Shares equal to the absolute value of

the Cash Settlement Amount divided by the Average Unwind 10b-18 VWAP, with the number of Shares rounded up in the event such calculation results in a fractional number of

Shares.

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10b-18 VWAP:

For any Exchange Business Day during the Unwind Period that is not a Suspension Day, the volume-weighted average price at

where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent. Party B

acknowledges that Party A may refer to the Bloomberg Page “ETR <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18

VWAP.

Settlement Currency:

USD.

Failure to Deliver:

Inapplicable.

Adjustments:

Extraordinary Events:

The consequences that would otherwise apply under Article 12 of the 2002 Definitions to any applicable Extraordinary Event

Settlement” below.

Tender Offer:

Applicable; provided that Section 12.1(d) of the 2002 Definitions shall be amended by replacing the reference

therein to “10%” with a reference to “20%”.

Potential Adjustment Event:

The definition of “Potential Adjustment Event” in Section 11.2(e) of the 2002 Definitions shall not

include clause (iii) thereof for purposes of the Transaction.

Notwithstanding Section 11.2(e)(v) of the 2002 Definitions, the following repurchases of Shares (if applicable) shall

not be considered to be a Potential Adjustment Event:

(i) Shares withheld from employees of Party B or its Affiliates to pay certain withholding taxes upon the vesting of Share

awards granted to such employees under compensation or benefit plans of Party B; and

(ii) Shares purchased in connection with the reinvestment of dividends by recipients of Share awards under Party B’s

compensation or benefit plans; and

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(iii) Shares purchased in connection with the operation of Party B’s 401(k) plans or dividend reinvestment and direct

stock purchase plans;

(iv) Shares purchased by Party B to offset any shareholder dilution arising from the exercise of options to purchase

Shares; and

(v) Shares purchased by Party B in connection with the issuance and/or delivery of Shares to directors under director

compensation programs.

Notwithstanding Section 11.2(e) of the 2002 Definitions, the following shall not be considered to be a Potential

Adjustment Event:

(i) Any issuance of Shares by Party B to employees, officers and directors of Party B that are registered on SEC Form S-8;

(ii) any issuance of Shares by Party B (x) pursuant to that certain Equity Distribution Sales Agreement, dated

(10) the Other Forwards; and (z) to settle any share forward transactions entered into in the future by Party B;

(iii) any issuance of Shares pursuant to any dividend reinvestment or stock purchase plan of Party B;

(iv) the issuance of any Shares upon the settlement of outstanding restricted stock unit or performance share

awards;

(v) any issuance of any convertible securities (which may be debt or equity securities) by Party B (other than any issuance

as described in Section 11.2(e)(i), (ii) or (vi) of the 2002 Definitions), even if such securities are convertible into Shares;

(vi) the issuance of any Shares as a result of the conversion of any convertible securities issued by Party B as described

in clause (v) above; and

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(vii) the issuance of any Shares pursuant to purchase contracts contained in an issuance of equity units by Party

Method of Adjustment:

Calculation Agent Adjustment; notwithstanding anything in the 2002 Definitions to the contrary, the Calculation Agent may

Additional Adjustment:

If, in Party A’s good faith and commercially reasonable judgment, the stock loan fee to Party A (or an Affiliate

itemized list of the Stock Loan Fees for the applicable period specified above in this paragraph.

Account Details:

Payments to Party A:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Payments to Party B:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Delivery of Shares to Party A:

To be advised.

Delivery of Shares to Party B:

To be advised.

Other Provisions:

Conditions to Effectiveness:

The effectiveness of this Confirmation on the Effective Date shall be subject to (i) the condition that the

A2-10

the Underwriting Agreement on or prior to the Effective Date, (iii) the condition that Party B has delivered to Party A an opinion of counsel dated as of the Effective Date with respect to

matters set forth in Section 3(a) of the Agreement, (iv) the satisfaction of all of the conditions set forth in Section 7 of the Underwriting Agreement, (v) the condition that the Underwriting Agreement shall not have been

terminated pursuant to Section 7, 8 or 13 thereof, and (vi) the condition that neither of the following has occurred (A) in Party A’s good faith and commercially reasonable judgment, Party A (or its Affiliate) is unable to

borrow and deliver for sale a number of Shares equal to the Base Amount, or (B) in Party A’s good faith and commercially reasonable judgment Party A (or its Affiliate) would incur a Stock Loan Fee of more than a rate equal to 200 basis

points per annum to do so (in which event this Confirmation shall be effective but the Base Amount for the Transaction shall be the number of Shares Party A (or an Affiliate thereof) is required to deliver in accordance with Section 1(b) of the

Underwriting Agreement).

Representations and Agreements of Party A and Party B:

Each of Party A and Party B represents, warrants and covenants that it:

(a) (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and

(b) is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction

that could reasonably be expected to impair materially its ability to perform its obligations hereunder; and

Additional Representations, Warranties and Agreements of Party B: Party B hereby represents and warrants to, and agrees

with, Party A as of the date hereof that:

(a)

Any Shares, when issued and delivered in accordance with the terms of the Transaction, will be duly

authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.

(b)

Party B has reserved and will keep available at all times, free from preemptive rights, out of its

upon such issuance, be accepted for listing or quotation on the Exchange.

(c)

Party B agrees to provide Party A with at least three days’ written notice (an “Issuer

of which is the sum of (i) the Base Amount, and (ii) the “Base Amount,” as such term is defined in the confirmation dated as of [Insert “Trade Date” for Base Confirmation] between Party A and

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Party B relating to a substantially identical forward transaction with respect to [Insert number of Shares underlying Base Confirmation] Shares (the “Base Confirmation”), and

(2) the denominator of which is the number of Shares outstanding on such day.

(d)

No filing with, or approval, authorization, consent, license, registration, qualification, order or decree

securities laws.

(e)

Party B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase, the Base

Amount Percentage would be equal to or greater than 9.0%.

(f)

Party B is not insolvent, nor will Party B be rendered insolvent as a result of the Transaction.

(g)

Neither Party B nor any of its Affiliates shall take or refrain from taking any action (including, without

Rule 10b-18 under the Exchange Act if such purchases were made by Party B.

(h)

Party B will not engage in any “distribution” (as defined in Regulation M under the Exchange Act

(“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during any Unwind Period.

(i)

Party B is an “eligible contract participant” (as such term is defined in Section 1a(18) of

the Commodity Exchange Act, as amended).

(j)

In addition to any other requirements set forth herein, Party B agrees not to elect Cash Settlement or Net

applicable to Party B.

(k)

Party B (i) is capable of evaluating investment risks independently, both in general and with regard to

broker-dealer in writing; and (iii) has total assets of at least $50 million as of the date hereof.

(l)

Party B acknowledges and agrees that:

(i)

during the term of the Transaction, Party A and its Affiliates may buy or sell Shares or other securities or

buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

(ii)

Party A and its Affiliates may also be active in the market for the Shares and Share-linked transactions

other than in connection with hedging activities in relation to the Transaction;

(iii)

Party A shall make its own determination as to whether, when or in what manner any hedging or market

activities in Party B’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the 10b-18 VWAP;

A2-12

(iv)

any market activities of Party A and its Affiliates with respect to the Shares may affect the market price

and volatility of the Shares, as well as the Forward Price and 10b-18 VWAP, each in a manner that may be adverse to Party B; and

(v)

the Transaction is a derivatives transaction in which it has granted Party A the right, under certain

(m)

Party B will notify Party A within five Exchange Business Days of obtaining knowledge of the occurrence of

any event that would constitute a Potential Adjustment Event (or, if earlier, the date on which it publicly discloses such Potential Adjustment Event).

Covenant of Party B:

Subject to the provisions of “Private Placement Procedures” below, the parties acknowledge and agree that any

will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

Covenants of Party A:

(a)

Unless the provisions set forth below under “Private Placement Procedures” shall be applicable,

Affiliate’s hedging activities related to Party A’s exposure under this Confirmation.

(b)

In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share

Insolvency Filing:

Notwithstanding anything to the contrary herein, in the Agreement or in the Definitions, upon any Insolvency Filing in respect

party under this Confirmation prior to the date of such Insolvency Filing).

The parties hereto agree and acknowledge that

(1) at any point prior to any Insolvency Filing in respect of the Issuer, Party B shall have the unilateral right to elect Physical Settlement of the

A2-13

Transaction pursuant to the provisions set forth above under the heading “Settlement Terms”; and (2) the Transaction shall automatically terminate on the date of any Insolvency

Filing pursuant to the provisions set forth in the immediately preceding paragraph only if and to the extent that Party B failed to elect Physical Settlement of the Transaction pursuant to the provisions set forth above under the heading Settlement

Terms prior to the relevant Insolvency Filing.

Extraordinary Dividends:

If an ex-dividend date for an Extraordinary Dividend occurs on or after the Trade Date

dividend.

Acceleration Events:

The following events shall each constitute an “Acceleration Event”:

(a)

Stock Borrow Events. In the good faith commercially reasonable judgment of Party A (i) Party A

Stock Loan Fee to hedge its exposure to the Transaction that is greater than a rate of 200 basis points per annum (each, a “Stock Borrow Event”);

(b)

Dividends and Other Distributions. On any day occurring after [Insert “Trade Date” of

or other consideration) at less than the prevailing market price as reasonably determined by Party A;

(c)

ISDA Early Termination Date. Party A has the right to designate an Early Termination Date pursuant to

Section 6 of the Agreement;

(d)

Other ISDA Events. The announcement of any event that if consummated, would result in an

or (y) adoption,

A2-14

effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and (iii) immediately following the word “Transaction” in clause

(X) thereof, adding the phrase “in the manner contemplated by Party A on the Trade Date”; or

(e)

Ownership Event. In the good faith, reasonable judgment of Party A, on any day, the Share Amount for

such day exceeds the Post-Effective Limit for such day (if any applies) (an “Ownership Event”).

For purposes of clause (e) above, the “Share Amount” as of any day is the number of Shares that Party A and

the Trade Date, will not be deemed to have an adverse effect), minus (y) 1% of the number of Shares outstanding.

Materially Increased Costs:

Upon the occurrence of any Change in Law specified in clause (Y) of the definition thereof, Party A and Party B agree to

the Forward Price pursuant to the provisions opposite the caption “Additional Adjustment” above).

Termination Settlement:

Upon the occurrence of any Acceleration Event, Party A shall have the right to designate, upon at least one Scheduled Trading

reduce the Share Amount to the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so

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designated by Party A shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Party A pursuant to the preceding

sentence, Party B fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect

to Party B and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination

Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Party B, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which

Party A has unwound its hedge and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Party A in respect of such Termination Settlement Date.

Private Placement Procedures:

Notwithstanding anything to the contrary contained in Section 9.11 of the 2002 Definitions, if Party B is unable to

comply with the provisions of “Covenant of Party B” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Party A otherwise determines that in its reasonable opinion based

on the advice of counsel any Settlement Shares to be delivered to Party A by Party B may not be freely returned by Party A or its Affiliates to securities lenders as described under “Covenant of Party B” above, then delivery of any such

Settlement Shares (the “Restricted Shares”) shall be effected pursuant to Annex A hereto, unless waived by Party A; provided that Party A may not otherwise determine that the Settlement Shares are Restricted Shares based solely

upon Party A not having borrowed and sold a number of Shares equal to the Base Amount on or before the Effective Date pursuant to the Registration Statement (as defined in the Underwriting Agreement) with delivery of the Prospectus (as defined in

the Underwriting Agreement) if there has been no change in law or a change in the policy of the Securities and Exchange Commission or its staff.

Rule 10b5-1:

It is the intent of Party A and Party B that following any election of Cash Settlement or Net Share Settlement by Party B, the

purchase of Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the

requirements of Rule 10b5-1(c).

Party B acknowledges that (i) during any

the Exchange Act.

Party B hereby agrees with Party A that during any Unwind Period Party B shall not communicate,

directly or indirectly, any Material Non-Public Information (as defined herein) to any employee of Party A, other than Eric Natelson, Theodore Finkelstein, Bianca Gotuaco or Kinya Wang. For purposes of the

Transaction, “Material Non-Public Information” means information relating to Party B or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of

general circulation, by communication from Party B to its shareholders or in a press release, contained in a public filing made by Party B with the Securities and Exchange Commission, or otherwise disseminated in a manner permitted by the rules and

regulations of the Securities and Exchange Commission, and (b) a reasonable investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration,

information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a

significant increase or decline of orders,

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significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management

developments, purchase or sale of substantial assets, or other similar information.

Maximum Share Delivery:

Notwithstanding any other provision of this Confirmation, in no event will Party B be required to deliver on any Settlement

any Shares delivered by Party B on any prior Settlement Date.

Transfer and Assignment:

Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has

its obligations to Party B to the extent of any such performance.

Indemnity:

Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling

the Agreement.

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Notice:

Non-Reliance:

Applicable

Additional Acknowledgments:

Applicable

Agreements and Acknowledgments

Regarding Hedging Activities:

Applicable

The Agreement is further supplemented by the following provisions:

No Collateral or Setoff:

Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the

Section 6(d)(ii) of the Agreement.

Status of Claims in Bankruptcy:

Party A acknowledges and agrees that this Confirmation is not intended to convey to Party A rights with respect to the

A’s rights in respect of any transaction other than the Transaction.

Limit on Beneficial Ownership:

Notwithstanding any other provisions hereof, Party A shall not be entitled to take delivery of any Shares deliverable

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with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the

Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under

Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day.

In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole

Party A pursuant to the immediately preceding paragraph.

Wall Street Transparency and Accountability Act:

In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “WSTAA”),

the parties hereby agree that neither the enactment of the WSTAA or any regulation under the WSTAA, nor any requirement under the WSTAA or an amendment made by the WSTAA, shall limit or otherwise impair either party’s otherwise applicable

rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this

Confirmation, the 2002 Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from any Acceleration Event or Illegality (as defined in the Agreement)).

Miscellaneous:

(a)

Addresses for Notices. For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to Party A:

To:

Citibank, N.A.

390 Greenwich Street, 4th Floor

New York, NY 10013

Attention: Equity Derivatives

Telephone No.: (212) 723-5770

Email: eric.natelson@citi.com; theodore.finkelstein@citi.com;

bianca.gotuaco@citi.com; eq.us.ses.notifications@citi.com;

eq.us.corporates.middle.office@citi.com

Address for notices or communications to Party B:

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

Attention:

Barrett E. Green, Vice President and Treasurer

Phone:

(504) 576-7442

Email:

bgreen2@entergy.com

and

Attention:

Raechelle M. Munna, Associate General Counsel

26th Floor

L-ENT-26B

Phone:

(504) 576-5848

E-mail:

rmunna@entergy.com

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(b)

Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law,

other things, the mutual waivers and certifications herein.

Acknowledgements:

The parties hereto intend for:

(a)

the Transaction to be a “securities contract” as defined in Section 741(7) of Title 11 of

the United States Code (the “Bankruptcy Code”), qualifying for the protections under Section 555 of the Bankruptcy Code;

(b)

a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of

any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as defined in the Bankruptcy Code;

(c)

Party A to be a “financial institution” within the meaning of Section 101(22) of the

Bankruptcy Code; and

(d)

all payments for, under or in connection with the Transaction, all payments for the Shares and the transfer

of such Shares to constitute “settlement payments” as defined in the Bankruptcy Code.

evidenced by the execution hereof by an officer of Party A at the level of vice president or higher.

Severability:

If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or

the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of

such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to the Agreement; provided, however, that this severability provision shall not be applicable if any provision of

Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 of the Agreement to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

Tax Matters:

(a)

For the purpose of Section 3(e), each of Party A and Party B makes the following representation: It is

not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or

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withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement and any other payments of interest) to be made by it to the other party

under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement; (ii) the satisfaction of the agreement contained in

Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement; and (iii) the satisfaction of the agreement of the

other party contained in Section 4(d) of the Agreement; provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under

Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

For the purpose of Section 3(f) of the Agreement:

(i)

Party A makes the following representation(s):

(A)

It is a “U.S. person” (as that term is used in

Section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation

Section 1.6049-4(c)(1)(ii).

(ii)

Party B makes the following representation(s):

(A)

It is a “U.S. person” (as that term is used in section

1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes.

(B)

It is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of

Delaware, and is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(A).

(c)

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, (x) Party B agrees to deliver to

Internal Revenue Service Form W-9 (or successor thereto).

(d)

Withholding Tax imposed on payments to non-US counterparties

Section 2(d) of the Agreement.

(e)

HIRE Act. “Tax” as used in subsection (a) of “Tax Matters” in this

regulations issued thereunder.

(f)

305(c) Dividend. In no event shall Party B be required to pay an additional amount to Party A under

Section 2(d)(i)(4) of the Agreement in respect of any amounts treated as dividends under Section 305(c) of the Code.

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Delivery of Cash:

For the avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Party B to deliver cash in respect

“Extraordinary Dividends” or (iii) any damages that may be payable by Party B as a result of breach of this Confirmation.

Other Forwards:

Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the

Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B.

Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the

coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written

notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in

respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides

with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with

“Unwind Periods” under all three of the Other Base

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Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such

Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this

“Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.

Regulatory Provisions:

U.S. QFC Mandatory Contractual Requirements:

(a)

Limitation on Exercise of Certain Default Rights Related to a Dealer Affiliate’s Entry Into

Insolvency Proceedings. Notwithstanding anything to the contrary in this Confirmation or any other agreement, the parties hereto expressly acknowledge and agree that subject to Section 5(b), Party B shall not be permitted to exercise any

Default Right against Party A with respect to this Confirmation or any other Relevant Agreement that is related, directly or indirectly, to a Dealer Affiliate becoming subject to an Insolvency Proceeding.

(b)

General Creditor Protections. Nothing in Section 5(a) shall restrict the exercise by

Party B of any Default Right against Party A with respect to this Confirmation or any other Relevant Agreement that arises as a result of:

(i)

Party A becoming subject to an Insolvency Proceeding; or

(ii)

Party A not satisfying a payment or delivery obligation pursuant to (x) this Confirmation or any other

Relevant Agreement, or (y) another contract between Party A and Party B that gives rise to a Default Right under this Confirmation or any other Relevant Agreement.

(c)

Burden of Proof. After a Dealer Affiliate has become subject to an Insolvency Proceeding, if Party B

seeks to exercise any Default Right with respect to this Confirmation or any other Relevant Agreement, Party B shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder or

thereunder.

(d)

General Conditions.

(i)

Effective Date. The provisions set forth in this Section 5 will come into effect on the later of

the Applicable Compliance Date and the date of this Confirmation.

(ii)

Prior Adherence to the U.S. Protocol. If Party A and Party B have adhered to the ISDA U.S. Protocol

prior to the date of this Confirmation, the terms of the ISDA U.S. Protocol shall be incorporated into and form a part of this Confirmation and shall replace the terms of this Section 5. For purposes of incorporating the ISDA U.S. Protocol,

Party A shall be deemed to be a Regulated Entity, Party B shall be deemed to be an Adhering Party and the Agreement shall be deemed to be a Protocol Covered Agreement.

(iii)

Subsequent Adherence to the U.S. Protocol. If, after the date of this Confirmation, both Party A and

Party B shall have become adhering parties to the ISDA U.S. Protocol, the terms of the ISDA U.S. Protocol will supersede and replace this Section 5.

(e)

Definitions. For the purposes of this Section 5, the following definitions apply:

“Applicable Compliance Date” with respect to this Confirmation shall be determined

as follows: (a) if Party B is an entity subject to the requirements of the QFC Stay Rules, January 1, 2019, (b) if Party B is a Financial Counterparty (other than a Small Financial Institution) that is not an entity subject to the

requirements of the QFC Stay Rules, July 1, 2019 and (c) if Party B is not described in clause (a) or (b), January 1, 2020.

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“BHC Affiliate” has the same meaning as the term

“affiliate” as defined in, and shall be interpreted in accordance with, 12 U.S.C. 1813(w) and 12 U.S.C. 1841(k).

“Credit Enhancement” means, with respect to this Confirmation or any other Relevant Agreement, any credit

enhancement or other credit support arrangement in support of the obligations of Party A or Party B hereunder or thereunder or with respect hereto or thereto, including any guarantee or collateral arrangement (including any pledge, charge, mortgage

or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

“Dealer Affiliate” means, with respect to Party A, a BHC Affiliate of that party.

“Default Right” means, with respect to this Confirmation (including the Transaction) or any other Relevant

Agreement, any:

(i) right of a party, whether contractual or otherwise (including, without limitation, rights

incorporated by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set

off or net amounts owing in respect thereto (except rights related to same-day payment netting), exercise remedies in respect of collateral or other credit support or property related thereto (including the

purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an

economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder, or any similar rights; and

(ii) right or contractual provision that alters the amount of collateral or margin that must be provided with respect to an

exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount, the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin

transferred by it to the other party or a custodian or that modifies a transferee’s right to reuse collateral or margin (if such right previously existed), or any similar rights, in each case, other than a right or operation of a contractual

provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure; but

(iii) solely with respect to this Section 5, does not include any right under a contract that allows a party to terminate

the contract on demand or at its option at a specified time, or from time to time, without the need to show cause.

“Financial Counterparty” has the meaning given to such term in, and shall be interpreted in accordance

with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

“Insolvency Proceeding” means a

receivership, insolvency, liquidation, resolution, or similar proceeding.

“ISDA U.S. Protocol” means

the ISDA 2018 U.S. Resolution Stay Protocol, as published by ISDA on July 31, 2018.

“QFC Stay

Rules” means the regulations codified at 12 C.F.R. 252.81–8 (the “Federal Reserve Rule”), 12 C.F.R. 382.1-7 (the “FDIC Rule”) and 12 C.F.R. 47.1-8 (the “OCC

A2-24

Rule”), respectively. All references herein to the specific provisions of the Federal Reserve Rule, the FDIC Rule and the OCC Rule shall be construed, with respect to Party A, to the

particular QFC Stay Rule(s) applicable to it.

“Relevant Agreement” means this Confirmation (including

the Transaction) and any Credit Enhancement relating hereto or thereto.

“Small Financial Institution”

has the meaning given to such term in, and shall be interpreted in accordance with, 12 C.F.R. 252.81, 12 C.F.R. 382.1 and 12 C.F.R. 47.2.

[Remainder of page intentionally left blank]

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Please confirm that the foregoing correctly sets forth the terms of our agreement by signing

and returning this Confirmation.

Yours faithfully,

CITIBANK, N.A.

By:

Name:

Title:

[Signature Page to Additional Confirmation]

Confirmed as of the date first written above:

ENTERGY CORPORATION

By:

Name:

Title:

[Signature Page to Additional Confirmation]

ANNEX A

PRIVATE PLACEMENT PROCEDURES

(i)

If Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement

due as set forth in the previous sentence and not be due on the Settlement Date or Termination Settlement Date that would otherwise be applicable.

(ii)

If Party B delivers any Restricted Shares in respect of the Transaction, Party B agrees that (i) such

Annex A-1

EXHIBIT A-3

[Insert Trade Date], 2026

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

From:

Barclays Bank PLC

1 Churchill Place

London E14 5HP

United Kingdom

Telephone: +44 (0)20 7623 2323

c/o Barclays Capital Inc.

as Agent for Barclays Bank PLC

745 Seventh Avenue

New York, NY 10019

Telephone: +1 212 526 7000

Dear Sirs,

The purpose of this

“Confirmation” as referred to in the ISDA Master Agreement specified below. Party A is not a member of the Securities Investor Protection Corporation. Party A is authorized by the Prudential Regulation Authority and regulated by the

Financial Conduct Authority and the Prudential Regulation Authority.

The definitions and provisions contained in the 2000 ISDA Definitions (the “2000 Definitions”)

(“ISDA”), are incorporated into this Confirmation.

Each party further agrees that this

Transaction.

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In the event of any inconsistency among the Agreement, this Confirmation,

Party A and Party B each represents to the other that it has entered into the Transaction in reliance upon such tax,

accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Party A:

Barclays Bank PLC, through its agent Barclays Capital Inc. (“Agent”)

Party B:

Entergy Corporation

Trade Date:

[Insert date on which the Underwriters (as such term is defined in the Underwriting Agreement) exercise their option to

purchase Option Shares (as such term is defined in the Underwriting Agreement) pursuant to Section 1(a)(iii) of the Underwriting Agreement]

Effective Date:

[Insert the Option Closing Date (as such term is defined in the Underwriting Agreement) in respect of the Forward Option

Shares (as such term is defined in the Underwriting Agreement) to which this Confirmation relates]

Base Amount:

Initially, [Insert number of Forward Option Shares (as such term is defined in the Underwriting Agreement) to be sold by

Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

April 30, 2028 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading

Day).

Forward Price:

On the Effective Date, the Initial Forward Price, and on any other day thereafter, the Forward Price as of the immediately

effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.

Initial Forward Price:

$[Insert Option Purchase Price (as such term is defined in the Underwriting Agreement)] per Share.

Daily Rate:

For any day, (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii)

365.

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Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate”, as such rate

appear shall be used for such day.

Spread:

[Insert the “Spread” set forth in the Base Confirmation]%

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction

Date.”

Forward Price Reduction

Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule

Common stock, par value $0.01 per share, of Party B (also referred to herein as the “Issuer”) (Exchange

identifier: “ETR”).

Exchange:

The New York Stock Exchange.

Related Exchange(s):

All Exchanges.

Clearance System:

The Depository Trust Company.

Calculation Agent:

Party A; provided that following the occurrence and during the continuation of an Event of Default pursuant to

required by such replacement Calculation Agent. Any determination or calculation by the Calculation Agent in such capacity shall be made in good faith and in a commercially reasonable manner.

In the event that the Calculation Agent makes any determination or calculation pursuant to this Confirmation, the Agreement

it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models or proprietary or confidential information used by it for such determination or calculation.

Settlement Terms:

Settlement Date:

Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by

(a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party

A3-3

no later than (i) 12:30 p.m. (New York City time) on the Scheduled Trading Day immediately prior to such Settlement Date,

which may be the Maturity Date, if Physical Settlement applies, and (ii) a number of Scheduled Trading Days equal to the Notice Length prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement

applies; provided that (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if Physical Settlement applies and a Settlement Date specified above (including a Settlement Date

occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound

its hedge during the related Unwind Period with respect to the relevant Settlement Shares by a date that is more than one Scheduled Trading Day prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any

Scheduled Trading Day prior to such originally specified Settlement Date as the Settlement Date, and (iv) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement

Date specified in such Settlement Notice is scheduled to occur prior to the earlier of (x) the date on which the Underwriter (as defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation

of Forward Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the Registration Statement (as defined in the Underwriting Agreement) with delivery of the Prospectus (as defined in the Underwriting Agreement) to the

purchaser(s) thereof and (y) the date that is 30 days following the Effective Date.

Notice Length:

(a) 30 Scheduled Trading Days, if (x) Party B shall not have designated, on or prior to the date of such Settlement

below) would occur with respect to any Other Forward as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

(b) 60 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a

one or more Other Forwards with one (but only one) Other Forward Counterparty as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder;

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two or more Other Forwards with two (but only two) Other Forward Counterparties as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

(d) 120 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a

three Other Forwards with all three Other Forward Counterparties as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder.

Settlement Shares:

With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in

Settlement Method:

Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement

Settlement (as described above) in respect of any Shares that are not Settlement Shares for the Cash Settlement or Net Share Settlement, as the case may be, to which such Unwind Period relates.

For greater clarity, with respect to any Settlement Date in respect of which Cash Settlement applies, Party A shall be

deemed to have completed unwinding its hedge in respect of the portion of the Transaction to be settled on such Settlement Date when it purchases (or, to the extent applicable,

unwinds

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derivative positions (including, but not limited to, swaps or options related to the Shares) resulting in Party A’s

synthetic purchase of) an aggregate number of Shares equal to the number of Settlement Shares for such Settlement Date.

Settlement Notice

Requirements:

Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net

Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.”

Unwind Period:

Subject to the provisions below under the caption “Other Forwards,” each Exchange Business Day that is not a

Suspension Day:

Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net

Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Market Disruption Event:

Section 6.3(a)(ii) of the 2002 Definitions is hereby amended by replacing clause (ii) in its entirety with

“(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent determines is material.”

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time.

Physical Settlement:

On any Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the

Clearance System the Settlement Shares for such Settlement Date, and Party A shall pay to Party B, by wire transfer of immediately

A3-6

available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such

Settlement Date, on a delivery versus payment basis. If, on any Settlement Date, the Shares to be delivered by Party B to Party A hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during

the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount payable by Party A to Party B in respect of the Deferred Shares shall

be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

Physical Settlement Amount:

For any Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of

(i) the Forward Price on such Settlement Date and (ii) the number of Settlement Shares for such Settlement Date.

Cash Settlement:

On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Settlement Date

Settlement Date by wire transfer of immediately available funds.

Cash Settlement Amount:

For any Settlement Date in respect of which Cash Settlement or Net Share Settlement applies, an amount determined by the

minus USD 0.01, minus (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period (provided that during any Overlap Unwind Period, only

those Exchange Business Days that constitute Overlap Observation Days shall be included in such calculation) (clause (B), the “Average Unwind 10b-18 VWAP”), multiplied by (ii) the

number of Settlement Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date.

Net Share Settlement:

On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a

(i) positive number, Party A shall deliver to Party B the Net Share Settlement Shares, or (ii) negative number, Party B shall deliver to Party A the Net Share Settlement Shares; provided that

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Party A determines in its good faith judgment that it would be required to deliver Net Share Settlement Shares to Party B,

Party A may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.

Net Share Settlement Shares:

For any Settlement Date in respect of which Net Share Settlement applies, a number of Shares equal to the absolute value of

the Cash Settlement Amount divided by the Average Unwind 10b-18 VWAP, with the number of Shares rounded up in the event such calculation results in a fractional number of Shares.

10b-18 VWAP:

For any Exchange Business Day during the Unwind Period that is not a Suspension Day, the volume-weighted average price at

where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent. Party B

acknowledges that Party A may refer to the Bloomberg Page “ETR <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18

VWAP.

Settlement Currency:

USD.

Failure to Deliver:

Inapplicable.

Adjustments:

Extraordinary Events:

The consequences that would otherwise apply under Article 12 of the 2002 Definitions to any applicable Extraordinary Event

Settlement” below.

Tender Offer:

Applicable; provided that Section 12.1(d) of the 2002 Definitions shall be amended by replacing the reference

therein to “10%” with a reference to “20%”.

Potential Adjustment Event:

The definition of “Potential Adjustment Event” in Section 11.2(e) of the 2002 Definitions shall not

include clause (iii) thereof for purposes of the Transaction.

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Notwithstanding Section 11.2(e)(v) of the 2002 Definitions, the following repurchases of Shares (if applicable) shall

not be considered to be a Potential Adjustment Event:

(i) Shares withheld from employees of Party B or its Affiliates to pay certain withholding taxes upon the vesting of Share

awards granted to such employees under compensation or benefit plans of Party B; and

(ii) Shares purchased in connection with the reinvestment of dividends by recipients of Share awards under Party B’s

compensation or benefit plans; and

(iii) Shares purchased in connection with the operation of Party B’s 401(k) plans or dividend reinvestment and direct

stock purchase plans;

(iv) Shares purchased by Party B to offset any shareholder dilution arising from the exercise of options to purchase

Shares; and

(v) Shares purchased by Party B in connection with the issuance and/or delivery of Shares to directors under director

compensation programs.

Notwithstanding Section 11.2(e) of the 2002 Definitions, the following shall not be considered to be a Potential

Adjustment Event:

(i) Any issuance of Shares by Party B to employees, officers and directors of Party B that are registered on SEC Form S-8;

(ii) any issuance of Shares by Party B (x) pursuant to that certain Equity Distribution Sales Agreement, dated

(10) the Other Forwards; and (z) to settle any share forward transactions entered into in the future by Party B;

(iii) any issuance of Shares pursuant to any dividend reinvestment or stock purchase plan of Party B;

(iv) the issuance of any Shares upon the settlement of outstanding restricted stock unit or performance share

awards;

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(v) any issuance of any convertible securities (which may be debt or equity securities) by Party B (other than any issuance

as described in Section 11.2(e)(i), (ii) or (vi) of the 2002 Definitions), even if such securities are convertible into Shares;

(vi) the issuance of any Shares as a result of the conversion of any convertible securities issued by Party B as described

in clause (v) above; and

(vii) the issuance of any Shares pursuant to purchase contracts contained in an issuance of equity units by Party

Method of Adjustment:

Calculation Agent Adjustment; notwithstanding anything in the 2002 Definitions to the contrary, the Calculation Agent may

Additional Adjustment:

If, in Party A’s good faith and commercially reasonable judgment, the stock loan fee to Party A (or an Affiliate

itemized list of the Stock Loan Fees for the applicable period specified above in this paragraph.

Account Details:

Payments to Party A:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Payments to Party B:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Delivery of Shares to Party A:

To be advised.

Delivery of Shares to Party B:

To be advised.

A3-10

3. Other Provisions:

Conditions to Effectiveness:

The effectiveness of this Confirmation on the Effective Date shall be subject to (i) the condition that the

but the Base Amount for the Transaction shall be the number of Shares Party A (or an Affiliate thereof) is required to deliver in accordance with Section 1(b) of the Underwriting Agreement).

Representations and Agreements of Party A and Party B:

Each of Party A and Party B represents, warrants and covenants that it:

(a) (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and

(b) is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction

that could reasonably be expected to impair materially its ability to perform its obligations hereunder; and

Additional Representations, Warranties and Agreements of Party B: Party B hereby represents and warrants to, and agrees

with, Party A as of the date hereof that:

(a)

Any Shares, when issued and delivered in accordance with the terms of the Transaction, will be duly

authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.

(b)

Party B has reserved and will keep available at all times, free from preemptive rights, out of its

upon such issuance, be accepted for listing or quotation on the Exchange.

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(c)

Party B agrees to provide Party A with at least three days’ written notice (an “Issuer

such day.

(d)

No filing with, or approval, authorization, consent, license, registration, qualification, order or decree

securities laws.

(e)

Party B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase, the Base

Amount Percentage would be equal to or greater than 9.0%.

(f)

Party B is not insolvent, nor will Party B be rendered insolvent as a result of the Transaction.

(g)

Neither Party B nor any of its Affiliates shall take or refrain from taking any action (including, without

Rule 10b-18 under the Exchange Act if such purchases were made by Party B.

(h)

Party B will not engage in any “distribution” (as defined in Regulation M under the Exchange Act

(“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during any Unwind Period.

(i)

Party B is an “eligible contract participant” (as such term is defined in Section 1a(18) of

the Commodity Exchange Act, as amended).

(j)

In addition to any other requirements set forth herein, Party B agrees not to elect Cash Settlement or Net

applicable to Party B.

(k)

Party B (i) is capable of evaluating investment risks independently, both in general and with regard to

broker-dealer in writing; and (iii) has total assets of at least $50 million as of the date hereof.

A3-12

(l)

Party B acknowledges and agrees that:

(i)

during the term of the Transaction, Party A and its Affiliates may buy or sell Shares or other securities or

buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

(ii)

Party A and its Affiliates may also be active in the market for the Shares and Share-linked transactions

other than in connection with hedging activities in relation to the Transaction;

(iii)

Party A shall make its own determination as to whether, when or in what manner any hedging or market

activities in Party B’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the 10b-18 VWAP;

(iv)

any market activities of Party A and its Affiliates with respect to the Shares may affect the market price

and volatility of the Shares, as well as the Forward Price and 10b-18 VWAP, each in a manner that may be adverse to Party B; and

(v)

the Transaction is a derivatives transaction in which it has granted Party A the right, under certain

(m)

Party B will notify Party A within five Exchange Business Days of obtaining knowledge of the occurrence of

any event that would constitute a Potential Adjustment Event (or, if earlier, the date on which it publicly discloses such Potential Adjustment Event).

Covenant of Party B:

Subject to the provisions of “Private Placement Procedures” below, the parties acknowledge and agree that any

will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

Covenants of Party A:

(a)

Unless the provisions set forth below under “Private Placement Procedures” shall be applicable,

Affiliate’s hedging activities related to Party A’s exposure under this Confirmation.

(b)

In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share

A3-13

Insolvency Filing:

Notwithstanding anything to the contrary herein, in the Agreement or in the Definitions, upon any Insolvency Filing in respect

party under this Confirmation prior to the date of such Insolvency Filing).

The parties hereto agree and acknowledge that

Settlement of the Transaction pursuant to the provisions set forth above under the heading Settlement Terms prior to the relevant Insolvency Filing.

Extraordinary Dividends:

If an ex-dividend date for an Extraordinary Dividend occurs on or after the Trade Date

dividend.

Acceleration Events:

The following events shall each constitute an “Acceleration Event”:

(a)

Stock Borrow Events. In the good faith commercially reasonable judgment of Party A (i) Party A

Stock Loan Fee to hedge its exposure to the Transaction that is greater than a rate of 200 basis points per annum (each, a “Stock Borrow Event”);

(b)

Dividends and Other Distributions. On any day occurring after [Insert “Trade Date” of

or other consideration) at less than the prevailing market price as reasonably determined by Party A;

(c)

ISDA Early Termination Date. Party A has the right to designate an Early Termination Date pursuant to

Section 6 of the Agreement;

A3-14

(d)

Other ISDA Events. The announcement of any event that if consummated, would result in an

the manner contemplated by Party A on the Trade Date”; or

(e)

Ownership Event. In the good faith, reasonable judgment of Party A, on any day, the Share Amount for

such day exceeds the Post-Effective Limit for such day (if any applies) (an “Ownership Event”).

For purposes of clause (e) above, the “Share Amount” as of any day is the number of Shares that Party A and

the Trade Date, will not be deemed to have an adverse effect), minus (y) 1% of the number of Shares outstanding.

Materially Increased Costs:

Upon the occurrence of any Change in Law specified in clause (Y) of the definition thereof, Party A and Party B agree to

the Forward Price pursuant to the provisions opposite the caption “Additional Adjustment” above).

A3-15

Termination Settlement:

ARTICLE 1Upon the occurrence of any Acceleration Event, Party A shall have the right to designate, upon at least one Scheduled

Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares

relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Party A shall not exceed the number of Shares

necessary to reduce the Share Amount to the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Party A shall not exceed the number of Shares

as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Party A pursuant to the preceding sentence, Party B fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or

otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Party B and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind

Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Party B, Cash

Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Party A has unwound its hedge and Physical Settlement shall apply in respect of (x) the remainder (if any) of such

Settlement Shares and (y) the Settlement Shares designated by Party A in respect of such Termination Settlement Date.

Private Placement Procedures:

Notwithstanding anything to the contrary contained in Section 9.11 of the 2002 Definitions, if Party B is unable to

the Underwriting Agreement) if there has been no change in law or a change in the policy of the Securities and Exchange Commission or its staff.

Rule 10b5-1:

It is the intent of Party A and Party B that following any election of Cash Settlement or Net Share Settlement by Party B, the

purchase of Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the

requirements of Rule 10b5-1(c).

Party B acknowledges that (i) during any

the Exchange Act.

A3-16

Party B hereby agrees with Party A that during any Unwind Period Party B

shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any employee of Party A, other than Kevin Cheng, Nicholas Greenberg, John Messina, Sayira Santana or

any other person or persons designated from time to time in writing to Party B by Party A or any other designee confirmed in writing by Party A. For purposes of the Transaction, “Material Non-Public

Information” means information relating to Party B or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Party B to its shareholders or in a press

release, contained in a public filing made by Party B with the Securities and Exchange Commission, or otherwise disseminated in a manner permitted by the rules and regulations of the Securities and Exchange Commission, and (b) a reasonable

investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such

matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition

proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information.

Maximum Share Delivery:

Notwithstanding any other provision of this Confirmation, in no event will Party B be required to deliver on any Settlement

any Shares delivered by Party B on any prior Settlement Date.

Transfer and Assignment:

Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has

its obligations to Party B to the extent of any such performance.

A3-17

Indemnity:

Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling

the Agreement.

Notice:

Non-Reliance:

Applicable

Additional Acknowledgments:

Applicable

Agreements and Acknowledgments

Regarding Hedging Activities:

Applicable

The Agreement is further supplemented by the following provisions:

No Collateral or Setoff:

Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the

Section 6(d)(ii) of the Agreement.

Status of Claims in Bankruptcy:

Party A acknowledges and agrees that this Confirmation is not intended to convey to Party A rights with respect to the

A’s rights in respect of any transaction other than the Transaction.

A3-18

Limit on Beneficial Ownership:

Notwithstanding any other provisions hereof, Party A shall not be entitled to take delivery of any Shares deliverable

thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day.

In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole

Party A pursuant to the immediately preceding paragraph.

Wall Street Transparency and Accountability

Act:

In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the

Miscellaneous:

(a)

Addresses for Notices. For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to Party A:

To:

Barclays Bank PLC

c/o Barclays Capital Inc.

745 Seventh Avenue

New York,

NY 10019

A3-19

Attention: Kevin Cheng

Telephone: (+1) 212-526-8627

Facsimile: (+1) 917-522-0458

Email: kevin.cheng@barclays.com

With a copy to: elhspower@barclays.com

For the purpose of Section 13(c) of the Agreement, Party A appoints as its Process Agent: Barclays Capital Inc., 745

Seventh Avenue, New York, NY 10019.

Address for notices or communications to Party B:

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

Attention:

Barrett E. Green, Vice President and Treasurer

Phone:

(504) 576-7442

Email:

bgreen2@entergy.com

and

Attention:

Raechelle M. Munna, Associate General Counsel

26th Floor

L-ENT-26B

Phone:

(504) 576-5848

E-mail:

rmunna@entergy.com

(b)

Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law,

other things, the mutual waivers and certifications herein.

Acknowledgements:

The parties hereto intend for:

(a)

the Transaction to be a “securities contract” as defined in Section 741(7) of Title 11 of

the United States Code (the “Bankruptcy Code”), qualifying for the protections under Section 555 of the Bankruptcy Code;

(b)

a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of

any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as defined in the Bankruptcy Code;

(c)

Party A to be a “financial institution” within the meaning of Section 101(22) of the

Bankruptcy Code; and

(d)

all payments for, under or in connection with the Transaction, all payments for the Shares and the transfer

of such Shares to constitute “settlement payments” as defined in the Bankruptcy Code.

A3-20

If Party A is a bank regulated by the Federal Deposit Insurance

Corporation, (i) Party A recognizes and intends that the Transaction is, and shall constitute, a “qualified financial contract” as that term is defined in 12 U.S.C. § 1821(e)(8)(D)(i), as the same may be amended, modified, or

supplemented from time to time; and (ii) Party A represents and warrants that it is authorized by appropriate corporate action under applicable law to enter into the Transaction as evidenced by the execution hereof by an officer of Party A at

the level of vice president or higher.

Severability:

If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance,

shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or

unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of

this Confirmation will not substantially impair the respective benefits or expectations of parties to the Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6

or 13 of the Agreement (or any definition or provision in Section 14 of the Agreement to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

Tax Matters:

(a)

For the purpose of Section 3(e), each of Party A and Party B makes the following representation: It is

reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

For the purpose of Section 3(f) of the Agreement:

(i)

Party A makes the following representation(s):

(A)

It is a “foreign person” (as that term is used in Treasury Regulation Section 1.6041-4(a)(4)) for United States federal income tax purposes, and each payment received or to be received by it in connection with the Agreement is effectively connected with its conduct of a trade or

business within the United States.

(ii)

Party B makes the following representation(s):

(A)

It is a “U.S. person” (as that term is used in section

1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes.

(B)

It is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of

Delaware, and is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(A).

A3-21

(c)

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, (x) Party B agrees to deliver to

Internal Revenue Service Form W-8ECI (or successor thereto).

(d)

Withholding Tax imposed on payments to non-US counterparties

Section 2(d) of the Agreement.

(e)

HIRE Act. “Tax” as used in subsection (a) of “Tax Matters” in this

regulations issued thereunder.

(f)

305(c) Dividend. In no event shall Party B be required to pay an additional amount to Party A under

Section 2(d)(i)(4) of the Agreement in respect of any amounts treated as dividends under Section 305(c) of the Code.

Delivery of Cash:

For the avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Party B to deliver cash in respect

“Extraordinary Dividends” or (iii) any damages that may be payable by Party B as a result of breach of this Confirmation.

Other Forwards:

Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the

of the Other Additional Forwards), every third Exchange Business Day that is not a Suspension Day during

A3-22

such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Additional Forwards) or every fourth Exchange Business

Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B,

commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B.

Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the

“Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.

Regulatory Provisions:

Role of Agent: Each of Party A and Party B acknowledges to and agrees with the other party

hereto and to and with Agent that (i) Agent is acting as agent for Party A under the Transaction pursuant to instructions from such party, (ii) Agent is not a principal or party to the Transaction, and may transfer its rights and

obligations with respect to the Transaction, (iii) Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the

Transaction, (iv) Party A and Agent have not given, and Party B is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Party A or Agent, other

than the representations expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not Agent, to collect or recover any money or securities owed to it in connection with

the Transaction. Each party hereto acknowledges and agrees that Agent is an intended third party beneficiary hereunder. Party B acknowledges that Agent is an affiliate of Party A. Party A will be acting for its own account in respect of this

Confirmation and the Transaction.

Regulatory Provisions: The time of dealing for the Transaction will be confirmed

by Party A upon written request by Party B. Agent will furnish to Party B upon written request a statement as to the source and amount of any remuneration received or to be received by Agent in connection with the Transaction.

A3-23

Method of Delivery: Whenever delivery of funds or other assets is

required hereunder by or to Party B, such delivery shall be effected through Agent. In addition, all notices, demands and communications of any kind relating to the Transaction between Party A and Party B shall be transmitted exclusively through

Agent.

EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol: The parties agree that the terms

of the 2020 UK EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA on 17 December 2020 (“Protocol”) apply to the Agreement as if the parties had adhered to the Protocol without amendment. In

respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this section (and references to “such

party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to

“Protocol Covered Agreement” shall be deemed to be references to the Agreement (and each “Protocol Covered Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed

to be references to the date of this Confirmation. For the purposes of this section:

(a)

Party A is a Portfolio Data Sending Entity and Party B is a Portfolio Data Receiving Entity.

(b)

Party A and Party B may use a Third Party Service Provider, and each of Party A and Party B consents to such

use including the communication of the relevant data in relation to Party A and Party B to such Third Party Service Provider for the purposes of the reconciliation services provided by such entity.

(c)

The Local Business Days for such purposes in relation to Party A is New York, New York, USA and Party B is

New York, New York, USA.

(d)

The following are the applicable email addresses.

Portfolio Data:

Party A: MarginServicesPortRec@barclays.com

Party B: bgreen2@entergy.com

Notice of discrepancy:

Party A: PortRecDiscrepancy@barclays.com

Party B: bgreen2@entergy.com

Dispute Notice:

Party A: EMIRdisputenotices@barclays.com

Party B: bgreen2@entergy.com

NFC Representation: Party B represents and warrants to Party A (which

representation and warranty will be deemed to be made under the Agreement and repeated at all times while the “Transaction” under this Confirmation under the Agreement remains outstanding, unless Party B notifies Party A promptly

otherwise of any change in its status from that represented) that:

(a)

it is an entity established outside the European Union and the United Kingdom of Great Britain and Northern

Ireland (the “UK”) that would constitute (i) a non-financial counterparty (as such term is defined in Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC

derivatives, central counterparties and trade repositories dated 4 July 2012 (“EMIR”)) if it were established in the European Union, and (ii) a non-financial counterparty (as defined in

EMIR as it forms part of “retained EU law” (as defined in the European Union (Withdrawal) Act 2018 (as amended from time to time)) (“UK EMIR”)) if it were established in the United Kingdom; and

(b)

as at the date of the trade, the entity would not have executed a sufficient amount of derivative activity

such that the month-end average notional during the previous 12 months would classify the entity as exceeding the “clearing” threshold, as established by EMIR or UK EMIR, as relevant, if the entity

were established in the European Union or the United Kingdom.

A3-24

Bail-in Protocol: The parties

agree that the provisions set out in the attachment (the “Attachment”) to the ISDA 2016 Bail-in Article 55 BRRD Protocol (Dutch/French/German/Irish/Italian/Luxembourg/Spanish/UK entity-in-resolution version) are incorporated into and form part of the Agreement, provided that the definition of “UK Bail-in

Power” in the Attachment shall be deleted and replaced with the following definition:

“UK Bail-in Power” means any write-down or conversion power existing from time to time (including, without limitation, any power to amend or alter the maturity of eligible liabilities of an institution under

resolution or amend the amount of interest payable under such eligible liabilities or the date on which interest becomes payable, including by suspending payment for a temporary period) under, and exercised in compliance with, any laws, regulations,

rules or requirements (together, the “UK Regulations”) in effect in the United Kingdom, including but not limited to, the Banking Act 2009 as amended from time to time, and the instruments, rules and standards created thereunder,

pursuant to which the obligations of a regulated entity (or other affiliate of a regulated entity) can be reduced (including to zero), cancelled or converted into shares, other securities, or other obligations of such regulated entity or any other

person.

A reference to a “regulated entity” is to any BRRD Undertaking as such term is defined under the PRA

Rulebook promulgated by the United Kingdom Prudential Regulation Authority or to any person falling within IFPRU 11.6, of the FCA Handbook promulgated by the United Kingdom Financial Conduct Authority, both as amended from time to time, which

includes, certain credit institutions, investment firms, and certain of their parent or holding companies.

The Agreement

shall be deemed a “Protocol Covered Agreement” for the purposes of the Attachment and the Implementation Date for the purposes of the Attachment shall be deemed to be the date of this Confirmation. In the event of any inconsistencies

between the Attachment and the other provisions of the Agreement, the Attachment will prevail.

Contractual Recognition

of UK Stay Resolution: Notwithstanding anything contained in the Agreement, the parties agree that the provisions of the 2020 UK (PRA Rule) Jurisdictional Module (the “UK Module”) published by ISDA on 22 December 2020, as

amended from time to time, shall be deemed to be incorporated into the Agreement as if references in those provisions to “Covered Agreement” were references to the Agreement, and on the basis that: (i) Party A shall be treated as a

“Regulated Entity” and as a “Regulated Entity Counterparty” with respect to Party B, (ii) Party B shall be treated as a “Module Adhering Party”, and (iii) references to the “Implementation

Date” in the UK Module shall be deemed to be the date of this Confirmation.

[Remainder of page intentionally left blank]

A3-25

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing

and returning this Confirmation.

Yours faithfully,

BARCLAYS BANK PLC

By:

Name:

Title:

[Signature Page to

Additional Confirmation]

Confirmed as of the date first written above:

ENTERGY CORPORATION

By:

Name:

Title:

[Signature Page to

Additional Confirmation]

ANNEX A

PRIVATE PLACEMENT PROCEDURES

(i)

If Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement

due as set forth in the previous sentence and not be due on the Settlement Date or Termination Settlement Date that would otherwise be applicable.

(ii)

If Party B delivers any Restricted Shares in respect of the Transaction, Party B agrees that (i) such

Annex A-1

EXHIBIT A-4

[Insert Trade Date], 2026

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

From:

The Bank of Nova Scotia

44 King Street West

Toronto, Ontario, M5H 1H1 Canada

Dear Sirs,

The purpose of this

“Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “2000 Definitions”)

(“ISDA”), are incorporated into this Confirmation.

Each party further agrees that this

Transaction.

In the event of any inconsistency among the Agreement, this Confirmation, the 2002 Definitions, and the 2000

Definitions, the following will prevail in the order of precedence indicated: (i) this Confirmation, (ii) the 2002 Definitions, (iii) the 2000 Definitions, and (iv) the Agreement.

Party A and Party B each represents to the other that it has entered into the Transaction in reliance upon such tax,

accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.

The terms of the particular Transaction to which this Confirmation relates are as follows:

A4-1

General Terms:

Party A:

The Bank of Nova Scotia

Party B:

Entergy Corporation

Trade Date:

[Insert date on which the Underwriters (as such term is defined in the Underwriting Agreement) exercise their option to

purchase Option Shares (as such term is defined in the Underwriting Agreement) pursuant to Section 1(a)(iii) of the Underwriting Agreement]

Effective Date:

[Insert the Option Closing Date (as such term is defined in the Underwriting Agreement) in respect of the Forward Option

Shares (as such term is defined in the Underwriting Agreement) to which this Confirmation relates]

Base Amount:

Initially, [Insert number of Forward Option Shares (as such term is defined in the Underwriting Agreement) to be sold by

Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

April 30, 2028 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading

Day).

Forward Price:

On the Effective Date, the Initial Forward Price, and on any other day thereafter, the Forward Price as of the immediately

effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.

Initial Forward Price: $[Insert Option Purchase Price (as such term is defined in the Underwriting Agreement)] per

Share.

Daily Rate:

For any day, (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii)

365.

Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate”, as such rate

appear shall be used for such day.

Spread:

[Insert the “Spread” set forth in the Base Confirmation]%

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction

Date.”

A4-2

Forward Price Reduction

Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule

Common stock, par value $0.01 per share, of Party B (also referred to herein as the “Issuer”) (Exchange

identifier: “ETR”).

Exchange:

The New York Stock Exchange.

Related Exchange(s):

All Exchanges.

Clearance System:

The Depository Trust Company.

Calculation Agent:

Party A; provided that following the occurrence and during the continuation of an Event of Default pursuant to

required by such replacement Calculation Agent. Any determination or calculation by the Calculation Agent in such capacity shall be made in good faith and in a commercially reasonable manner.

In the event that the Calculation Agent makes any determination or calculation pursuant to this Confirmation, the Agreement

it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models or proprietary or confidential information used by it for such determination or

calculation.

Settlement Terms:

Settlement Date:

Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by

Physical Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following Clearance System

Business

A4-3

Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge during

the related Unwind Period with respect to the relevant Settlement Shares by a date that is more than one Scheduled Trading Day prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day

prior to such originally specified Settlement Date as the Settlement Date, and (iv) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such

Settlement Notice is scheduled to occur prior to the earlier of (x) the date on which the Underwriter (as defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Forward Underwritten Shares

(as defined in the Underwriting Agreement) pursuant to the Registration Statement (as defined in the Underwriting Agreement) with delivery of the Prospectus (as defined in the Underwriting Agreement) to the purchaser(s) thereof and (y) the date

that is 30 days following the Effective Date.

Notice Length:

(a) 30 Scheduled Trading Days, if (x) Party B shall not have designated, on or prior to the date of such Settlement

below) would occur with respect to any Other Forward as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

(b) 60 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a

one or more Other Forwards with one (but only one) Other Forward Counterparty as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

two or more Other Forwards with two (but only two) Other Forward Counterparties as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder;

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(d) 120 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a

three Other Forwards with all three Other Forward Counterparties as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder.

Settlement Shares:

With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in

Settlement Method:

Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement

Settlement (as described above) in respect of any Shares that are not Settlement Shares for the Cash Settlement or Net Share Settlement, as the case may be, to which such Unwind Period relates.

For greater clarity, with respect to any Settlement Date in respect of which Cash Settlement applies, Party A shall be

options related to the Shares) resulting in Party A’s synthetic purchase of) an aggregate number of Shares equal to the number of Settlement Shares for such Settlement Date.

Settlement Notice Requirements:

Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net

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substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material

nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme

to evade compliance with the federal securities laws.”

Unwind Period:

Subject to the provisions below under the caption “Other Forwards,” each Exchange Business Day that is not a

Suspension Day:

Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net

Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Market Disruption Event:

Section 6.3(a)(ii) of the 2002 Definitions is hereby amended by replacing clause (ii) in its entirety with

“(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent determines is material.”

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time.

Physical Settlement:

On any Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the

shall be reduced by an amount equal to the Forward Price Reduction Amount for such

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Forward Price Reduction Date, multiplied by the number of Deferred Shares.

Physical Settlement Amount:

For any Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of

(i) the Forward Price on such Settlement Date and (ii) the number of Settlement Shares for such Settlement Date.

Cash Settlement:

On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Settlement Date

Settlement Date by wire transfer of immediately available funds.

Cash Settlement Amount:

For any Settlement Date in respect of which Cash Settlement or Net Share Settlement applies, an amount determined by the

minus USD 0.01, minus (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period (provided that during any Overlap Unwind Period, only

those Exchange Business Days that constitute Overlap Observation Days shall be included in such calculation) (clause (B), the “Average Unwind 10b-18 VWAP”), multiplied by (ii) the

number of Settlement Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date.

Net Share Settlement:

On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a

Net Share Settlement Shares:

For any Settlement Date in respect of which Net Share Settlement applies, a number of Shares equal to the absolute value of

the Cash Settlement Amount divided by the Average Unwind 10b-18 VWAP, with the number of Shares rounded up

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in the event such calculation results in a fractional number of Shares.

10b-18 VWAP:

For any Exchange Business Day during the Unwind Period that is not a Suspension Day, the volume-weighted average price at

where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent. Party B

acknowledges that Party A may refer to the Bloomberg Page “ETR <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18

VWAP.

Settlement Currency:

USD.

Failure to Deliver:

Inapplicable.

Adjustments:

Extraordinary Events:

The consequences that would otherwise apply under Article 12 of the 2002 Definitions to any applicable Extraordinary Event

Settlement” below.

Tender Offer:

Applicable; provided that Section 12.1(d) of the 2002 Definitions shall be amended by replacing the reference

therein to “10%” with a reference to “20%”.

Potential Adjustment Event:

The definition of “Potential Adjustment Event” in Section 11.2(e) of the 2002 Definitions shall not

include clause (iii) thereof for purposes of the Transaction.

Notwithstanding Section 11.2(e)(v) of the 2002 Definitions, the following repurchases of Shares (if applicable) shall

not be considered to be a Potential Adjustment Event:

(i) Shares withheld from employees of Party B or its Affiliates to pay certain withholding taxes upon the vesting of Share

awards granted to such employees under compensation or benefit plans of Party B; and

(ii) Shares purchased in connection with the reinvestment of dividends by recipients of Share awards under Party B’s

compensation or benefit plans; and

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(iii) Shares purchased in connection with the operation of Party B’s 401(k) plans or dividend reinvestment and direct

stock purchase plans;

(iv) Shares purchased by Party B to offset any shareholder dilution arising from the exercise of options to purchase

Shares; and

(v) Shares purchased by Party B in connection with the issuance and/or delivery of Shares to directors under director

compensation programs.

Notwithstanding Section 11.2(e) of the 2002 Definitions, the following shall not be considered to be a Potential

Adjustment Event:

(i) Any issuance of Shares by Party B to employees, officers and directors of Party B that are registered on SEC Form S-8;

(ii) any issuance of Shares by Party B (x) pursuant to that certain Equity Distribution Sales Agreement, dated

(10) the Other Forwards; and (z) to settle any share forward transactions entered into in the future by Party B;

(iii) any issuance of Shares pursuant to any dividend reinvestment or stock purchase plan of Party B;

(iv) the issuance of any Shares upon the settlement of outstanding restricted stock unit or performance share

awards;

(v) any issuance of any convertible securities (which may be debt or equity securities) by Party B (other than any issuance

as described in Section 11.2(e)(i), (ii) or (vi) of the 2002 Definitions), even if such securities are convertible into Shares;

(vi) the issuance of any Shares as a result of the conversion of any convertible securities issued by Party B as described

in clause (v) above; and

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(vii) the issuance of any Shares pursuant to purchase contracts contained in an issuance of equity units by Party

Method of Adjustment:

Calculation Agent Adjustment; notwithstanding anything in the 2002 Definitions to the contrary, the Calculation Agent may

Additional Adjustment:

If, in Party A’s good faith and commercially reasonable judgment, the stock loan fee to Party A (or an Affiliate

itemized list of the Stock Loan Fees for the applicable period specified above in this paragraph.

Account Details:

Payments to Party A:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Payments to Party B:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Delivery of Shares to Party A:

To be advised.

Delivery of Shares to Party B:

To be advised.

3. Other Provisions:

Conditions to Effectiveness:

The effectiveness of this Confirmation on the Effective Date shall be subject to (i) the condition that the

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the Underwriting Agreement on or prior to the Effective Date, (iii) the condition that Party B has delivered to Party A an opinion of counsel dated as of the Effective Date with respect to

Underwriting Agreement).

Representations and Agreements of Party A and Party B:

Each of Party A and Party B represents, warrants and covenants that it:

(a) (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and

(b) is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction

that could reasonably be expected to impair materially its ability to perform its obligations hereunder; and

Additional Representations, Warranties and Agreements of Party B: Party B hereby represents and warrants to, and agrees

with, Party A as of the date hereof that:

(a)

Any Shares, when issued and delivered in accordance with the terms of the Transaction, will be duly

authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.

(b)

Party B has reserved and will keep available at all times, free from preemptive rights, out of its

upon such issuance, be accepted for listing or quotation on the Exchange.

(c)

Party B agrees to provide Party A with at least three days’ written notice (an “Issuer

such day.

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(d)

No filing with, or approval, authorization, consent, license, registration, qualification, order or decree

securities laws.

(e)

Party B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase, the Base

Amount Percentage would be equal to or greater than 9.0%.

(f)

Party B is not insolvent, nor will Party B be rendered insolvent as a result of the Transaction.

(g)

Neither Party B nor any of its Affiliates shall take or refrain from taking any action (including, without

Rule 10b-18 under the Exchange Act if such purchases were made by Party B.

(h)

Party B will not engage in any “distribution” (as defined in Regulation M under the Exchange Act

(“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during any Unwind Period.

(i)

Party B is an “eligible contract participant” (as such term is defined in Section 1a(18) of

the Commodity Exchange Act, as amended).

(j)

In addition to any other requirements set forth herein, Party B agrees not to elect Cash Settlement or Net

applicable to Party B.

(k)

Party B (i) is capable of evaluating investment risks independently, both in general and with regard to

broker-dealer in writing; and (iii) has total assets of at least $50 million as of the date hereof.

(l)

Party B acknowledges and agrees that:

(i)

during the term of the Transaction, Party A and its Affiliates may buy or sell Shares or other securities or

buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

(ii)

Party A and its Affiliates may also be active in the market for the Shares and Share-linked transactions

other than in connection with hedging activities in relation to the Transaction;

(iii)

Party A shall make its own determination as to whether, when or in what manner any hedging or market

activities in Party B’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the 10b-18 VWAP;

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(iv)

any market activities of Party A and its Affiliates with respect to the Shares may affect the market price

and volatility of the Shares, as well as the Forward Price and 10b-18 VWAP, each in a manner that may be adverse to Party B; and

(v)

the Transaction is a derivatives transaction in which it has granted Party A the right, under certain

(m)

Party B will notify Party A within five Exchange Business Days of obtaining knowledge of the occurrence of

any event that would constitute a Potential Adjustment Event (or, if earlier, the date on which it publicly discloses such Potential Adjustment Event).

Covenant of Party B:

Subject to the provisions of “Private Placement Procedures” below, the parties acknowledge and agree that any

will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

Covenants of Party A:

(a)

Unless the provisions set forth below under “Private Placement Procedures” shall be applicable,

Affiliate’s hedging activities related to Party A’s exposure under this Confirmation.

(b)

In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share

Insolvency Filing:

Notwithstanding anything to the contrary herein, in the Agreement or in the Definitions, upon any Insolvency Filing in respect

party under this Confirmation prior to the date of such Insolvency Filing).

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The parties hereto agree and acknowledge that (1) at any point prior to any Insolvency Filing in respect of the Issuer, Party B shall have the unilateral right to elect Physical Settlement

of the Transaction pursuant to the provisions set forth above under the heading “Settlement Terms”; and (2) the Transaction shall automatically terminate on the date of any Insolvency Filing pursuant to the provisions set forth in

the immediately preceding paragraph only if and to the extent that Party B failed to elect Physical Settlement of the Transaction pursuant to the provisions set forth above under the heading Settlement Terms prior to the relevant Insolvency Filing.

Extraordinary Dividends:

If an ex-dividend date for an Extraordinary Dividend occurs on or after the Trade Date

dividend.

Acceleration Events:

The following events shall each constitute an “Acceleration Event”:

(a)

Stock Borrow Events. In the good faith commercially reasonable judgment of Party A (i) Party A

Stock Loan Fee to hedge its exposure to the Transaction that is greater than a rate of 200 basis points per annum (each, a “Stock Borrow Event”);

(b)

Dividends and Other Distributions. On any day occurring after [Insert “Trade Date” of

or other consideration) at less than the prevailing market price as reasonably determined by Party A;

(c)

ISDA Early Termination Date. Party A has the right to designate an Early Termination Date pursuant to

Section 6 of the Agreement;

(d)

Other ISDA Events. The announcement of any event that if consummated, would result in an

the manner contemplated by Party A on the Trade Date”; or

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(e)

Ownership Event. In the good faith, reasonable judgment of Party A, on any day, the Share Amount for

such day exceeds the Post-Effective Limit for such day (if any applies) (an “Ownership Event”).

For purposes of clause (e) above, the “Share Amount” as of any day is the number of Shares that Party A and

the Trade Date, will not be deemed to have an adverse effect), minus (y) 1% of the number of Shares outstanding.

Materially Increased Costs:

Upon the occurrence of any Change in Law specified in clause (Y) of the definition thereof, Party A and Party B agree to

the Forward Price pursuant to the provisions opposite the caption “Additional Adjustment” above).

Termination Settlement:

Upon the occurrence of any Acceleration Event, Party A shall have the right to designate, upon at least one Scheduled Trading

reduce the Share Amount to the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so

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designated by Party A shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Party A pursuant to the preceding

Private Placement Procedures:

Notwithstanding anything to the contrary contained in Section 9.11 of the 2002 Definitions, if Party B is unable to comply

with the provisions of “Covenant of Party B” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Party A otherwise determines that in its reasonable opinion based on the

advice of counsel any Settlement Shares to be delivered to Party A by Party B may not be freely returned by Party A or its Affiliates to securities lenders as described under “Covenant of Party B” above, then delivery of any such

the Underwriting Agreement) if there has been no change in law or a change in the policy of the Securities and Exchange Commission or its staff.

Rule 10b5-1:

It is the intent of Party A and Party B that following any election of Cash Settlement or Net Share Settlement by Party B, the

purchase of Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the

requirements of Rule 10b5-1(c).

Party B acknowledges that (i) during any

the Exchange Act.

Party B hereby agrees with Party A that during any Unwind Period Party B shall not communicate, directly

or indirectly, any Material Non-Public Information (as defined herein) to any employee of Party A, other than Tim Mann or any other person or persons designated from time to time in writing to Party B by Party

A. For purposes of the Transaction, “Material Non-Public Information” means information relating to Party B or the Shares that (a) has not been widely disseminated by wire service, in one or

more newspapers of general circulation, by communication from Party B to its shareholders or in a press release, contained in a public filing made by Party B with the Securities and Exchange Commission, or otherwise disseminated in a manner

permitted by the rules and regulations of the Securities and Exchange Commission, and (b) a reasonable investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and

solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or

curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary

management developments, purchase or sale of substantial assets, or other similar information.

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Maximum Share Delivery:

Notwithstanding any other provision of this Confirmation, in no event will Party B be required to deliver on any Settlement

any Shares delivered by Party B on any prior Settlement Date.

Transfer and Assignment:

Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has

its obligations to Party B to the extent of any such performance.

Indemnity:

Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties

(Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in

connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented

legal fees and expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the

extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to

the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or the

Agreement.

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Notice:

Non-Reliance:

Applicable

Additional Acknowledgments:

Applicable

Agreements and Acknowledgments Regarding Hedging Activities:

Applicable

4. The Agreement is further supplemented by the following provisions:

No Collateral or Setoff:

Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the

Section 6(d)(ii) of the Agreement.

Status of Claims in Bankruptcy:

Party A acknowledges and agrees that this Confirmation is not intended to convey to Party A rights with respect to the

A’s rights in respect of any transaction other than the Transaction.

Limit on Beneficial Ownership:

Notwithstanding any other provisions hereof, Party A shall not be entitled to take delivery of any Shares deliverable hereunder

(whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and

after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation (i) the Share Amount would exceed the Post-Effective Limit or (ii) the Section 16 Percentage would exceed 9.0%. Any purported

delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share

Amount would exceed the Post-Effective Limit or (ii) the Section 16 Percentage would exceed 9.0%. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make

such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, and after taking

into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would not exceed the Post-Effective Limit and (ii) the Section 16 Percentage would not exceed 9.0%. The

“Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its Affiliates or any other person subject to aggregation

A4-18

with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the

In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole

Party A pursuant to the immediately preceding paragraph.

Wall Street Transparency and Accountability Act:

In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “WSTAA”),

Confirmation, the 2002 Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from any Acceleration Event or Illegality (as defined in the Agreement)).

Miscellaneous:

(a)

Addresses for Notices. For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to Party A:

To: The Bank of Nova Scotia

44 King Street West

Toronto, Ontario, Canada M5H 1H1

c/o Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

Attention: US Equity Derivatives

Email: John.kelly@scotiabank.com

Telephone: (212) 225-6664

With a copy to: BNSEquityConfirmations@scotiabank.com

Address for notices or communications to Party B:

To: Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

Attention: Barrett E. Green, Vice President and Treasurer

Phone: (504) 576-7442

Email: bgreen2@entergy.com

and

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Attention: Raechelle M. Munna, Associate

General Counsel

26th Floor

L-ENT-26B

Phone: (504) 576-5848

E-mail: rmunna@entergy.com

(b)

Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law,

other things, the mutual waivers and certifications herein.

Acknowledgements:

The parties hereto intend for:

(a)

the Transaction to be a “securities contract” as defined in Section 741(7) of Title 11 of

the United States Code (the “Bankruptcy Code”), qualifying for the protections under Section 555 of the Bankruptcy Code;

(b)

a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of

any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as defined in the Bankruptcy Code;

(c)

Party A to be a “financial institution” within the meaning of Section 101(22) of the

Bankruptcy Code; and

(d)

all payments for, under or in connection with the Transaction, all payments for the Shares and the transfer

of such Shares to constitute “settlement payments” as defined in the Bankruptcy Code.

evidenced by the execution hereof by an officer of Party A at the level of vice president or higher.

Severability:

If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or

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Tax Matters:

(a)

For the purpose of Section 3(e), each of Party A and Party B makes the following representation: It is

reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

For the purpose of Section 3(f) of the Agreement:

(i)

Party A makes the following representation(s):

(A)

It is a chartered bank organized under the laws of Canada and is treated as a corporation for U.S. federal

income tax purposes and a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of the United States Treasury Regulations) for U.S. federal income tax purposes.

(B)

Each payment received or to be received by it in connection with this Confirmation will be effectively

connected with its conduct of a trade or business in the United States.

(ii)

Party B makes the following representation(s):

(A)

It is a “U.S. person” (as that term is used in section

1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes.

(B)

It is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of

Delaware, and is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(A).

(c)

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, (x) Party B agrees to deliver to

Internal Revenue Service Form W-8ECI (or successor thereto).

(d)

Withholding Tax imposed on payments to non-US counterparties

Section 2(d) of the Agreement.

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(e)

HIRE Act. “Tax” as used in subsection (a) of “Tax Matters” in this

regulations issued thereunder.

(f)

305(c) Dividend. In no event shall Party B be required to pay an additional amount to Party A under

Section 2(d)(i)(4) of the Agreement in respect of any amounts treated as dividends under Section 305(c) of the Code.

Delivery of Cash:

For the avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Party B to deliver cash in respect

“Extraordinary Dividends” or (iii) any damages that may be payable by Party B as a result of breach of this Confirmation.

Other Forwards:

Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the

Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B.

Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the

notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period”

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under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period

shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base

Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards)

or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards),

in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase

Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to

a Disrupted Day or other adjustment to the Transaction.

5. Regulatory Provisions:

Canadian Stay: The terms of the Canadian Jurisdictional Module and the ISDA Resolution Stay Jurisdictional Modular

Protocol (together, the “Canadian Jurisdictional Module”) are incorporated into and form part of the Agreement, and the Agreement shall be deemed a Covered Agreement for purposes thereof. In the event of any inconsistencies between the

Agreement and the Canadian Jurisdictional Module, the Canadian Jurisdictional Module will prevail.

[Remainder of page intentionally

left blank]

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Please confirm that the foregoing correctly sets forth the terms of our agreement by signing

and returning this Confirmation.

Yours faithfully,

THE BANK OF NOVA SCOTIA

By:

Name:

Title:

By:

Name:

Title:

[Signature Page to

Additional Confirmation]

Confirmed as of the date first written above:

ENTERGY CORPORATION

By:

Name:

Title:

[Signature Page to

Additional Confirmation]

ANNEX A

PRIVATE PLACEMENT PROCEDURES

(i)

If Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement

due as set forth in the previous sentence and not be due on the Settlement Date or Termination Settlement Date that would otherwise be applicable.

(ii)

If Party B delivers any Restricted Shares in respect of the Transaction, Party B agrees that (i) such

Annex A-1

EXHIBIT B

{Letterhead of Entergy Services, LLC}

May 7, 2026

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Citigroup Global

Markets Inc.

388 Greenwich Street

New York, New York 10013

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Scotia Capital

(USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

In their separate

capacities as the

representatives (the “Representatives”) of the

several underwriters (the “Underwriters”)

and as forward sellers (the “Forward

Sellers”)

Wells Fargo Bank, National

Association

500 West 33rd Street, 14th Floor

New York, New York 10001

Citibank, N.A.

390 Greenwich Street

New York, New York 10013

Barclays Bank PLC

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

The Bank of Nova Scotia

44 King Street West, Toronto,

Ontario M5H 1H1 Canada

c/o Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

In their capacities as forward

purchasers (the “Forward

Purchasers”)

Ladies and Gentlemen:

I, together with Morgan, Lewis & Bockius LLP, of New York, New York, have acted as counsel for Entergy Corporation, a Delaware

corporation (the “Company”), in connection with the Underwriting Agreement, dated May 5, 2026 (the “Underwriting Agreement”), among the Company, the Forward Sellers and the Underwriters relating to the offer and sale of

19,247,788 shares of the Company’s common stock, par value $.01 per share (the “Shares”). This opinion is being rendered to you at the request of the Company pursuant to Section 7(c) of the Underwriting Agreement. Capitalized

terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.

B-1

In my capacity as such counsel, I have either participated in the preparation of or have

examined and am familiar with: (a) the Company’s Restated Certificate of Incorporation and the Company’s Bylaws, as amended and restated; (b) the Underwriting Agreement; (c) the Forward Sale Agreements1; (d) the Registration Statement, the Disclosure Package and the Prospectus; and (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the

maximum number of shares of the Company’s common stock, par value $.01 per share, that may be issuable by the Company in the aggregate pursuant to the Forward Sale Agreements (the “Issuable Shares”)2 and the execution and delivery by the Company of the Underwriting Agreement and the Forward Sale Agreements. I have also examined or caused to be examined such other documents and have satisfied

myself as to such other matters as I have deemed necessary in order to render this opinion.

In my examination, I have assumed the

genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity with the originals of all documents submitted to me as facsimile, electronic or certified copies,

and the authenticity of the originals of such latter documents. In making my examination of documents and instruments executed or to be executed by persons other than the Company, I have assumed that each such other person had the requisite power

and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof by such person, and the due execution and delivery by or on behalf of such

person of each such document and instrument. In the case of any such other person that is not a natural person, I have also assumed, insofar as is relevant to the opinions set forth below, that each such other person is duly organized, validly

existing and in good standing under the laws of the jurisdiction in which such other person was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have

a material effect upon the ability of such other person to execute, deliver and/or perform such other person’s obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and

certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by oral agreement, conduct or course of dealing of the parties thereto, although I have no knowledge of any facts or circumstances that could give

rise to such amendment.

As to questions of fact material to the opinions expressed herein, I have relied upon statements in the

Registration Statement, the Disclosure Package and the Prospectus, and upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement and the Forward Sale Agreements and

certificates delivered at the closing of the sale of the Shares) and appropriate public officials without independent verification of such matters except as otherwise described herein.

Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, I intend to

signify that no information has come to my attention or the attention of any other attorneys acting for or on behalf of the Company or any of its affiliates that have participated in the negotiation of the transactions contemplated by the

Underwriting Agreement and the Forward Sale Agreements, in the preparation of the Registration Statement, the

{This form of opinion will be modified appropriately to the extent of any Additional Forward Sale

Agreements.}

{This form of opinion will be modified appropriately to the extent of any Primary Shares issued by the

Company.}

B-2

Disclosure Package and the Prospectus, or in the preparation of this opinion letter, after consultation with such other attorneys acting for or on behalf of the Company as I or they deemed

appropriate, that would give me, or them, actual knowledge that would contradict such opinions. However, except to the extent necessary in order to give the opinions hereinafter expressed, neither I nor they have undertaken any independent

investigation to determine the existence or absence of such facts, and no inference as to knowledge of the existence or absence of such facts (except to the extent necessary in order to give the opinions hereinafter expressed) should be assumed.

My opinion in paragraph (1) below, insofar as it relates to the good standing of the Company under Delaware law, is given

exclusively in reliance upon a certification of the Secretary of State of Delaware, upon which I believe I am justified in relying. A copy of such certification has been provided to you.

Subject to the foregoing and to the further exceptions and qualifications set forth below, I am of the opinion that:

(1) The Company is duly organized and validly existing as a corporation in good standing under the laws of the

State of Delaware, has the necessary corporate power and authority to conduct the business that it is described as conducting in the Disclosure Package and the Prospectus and to own and operate the properties owned and operated by it in such

business.

(2) The Issuable Shares have been duly authorized and reserved for issuance by the Company under

the Forward Sale Agreements and, if such Issuable Shares were issued, sold and delivered by the Company to the Forward Purchasers on the date hereof pursuant to the Forward Sale Agreements against payment of any consideration required to be paid by

the Forward Purchasers pursuant to the terms of the Forward Sale Agreements, such Issuable Shares would be validly issued, fully paid and non-assessable, and the issuance, sale and delivery thereof will not be

subject to any preemptive or similar rights.

(3) The statements made in the Basic Prospectus as amended

and supplemented immediately prior to the Applicable Time (together with the other information in the Disclosure Package) and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to summarize the terms

of the Shares, constitute an accurate summary thereof in all material respects.

(4) The Underwriting

Agreement has been duly authorized, executed and delivered by the Company.

(5) Each Forward Sale Agreement

has been duly authorized, executed and delivered by the Company.

(6) Except as to the financial statements

and other financial, statistical or accounting information, including any such data presented in interactive data format, included or incorporated by reference therein, upon which I do not express an opinion, the Registration Statement, on the date

that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 was filed by the Company with the Commission under the Exchange Act, and the Prospectus, at the time it was

filed by the Company with the Commission pursuant

B-3

to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act, and the applicable instructions, rules and regulations of the Commission

thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed by the Company with the Commission pursuant to the Exchange Act, and incorporated or

deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or

accounting information, including any such data presented in interactive data format, included or incorporated by reference therein, upon which I do not express an opinion) on the date filed by the Company with the Commission, complied as to form in

all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the

Registration Statement was effective immediately upon filing under the Securities Act on the date that it was filed by the Company with the Commission thereunder; and, to my knowledge, no stop order suspending the effectiveness of the Registration

Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act.

(7) No approval, authorization, consent or other order of any governmental body (other than with respect to the

registration of the Shares under the Securities Act, which has been duly obtained) under the federal laws of the United States of America, the laws of the State of New York or the General Corporation Law of the State of Delaware that in my

experience are normally applicable to transactions of the type contemplated by the Underwriting Agreement and the Forward Sale Agreements (including the issuance of the Issuable Shares), but without my having made any special investigation with

respect to any other law (including charters, ordinances, bylaws and other laws enacted by political subdivisions of the State of New York) and other than any state securities or “blue sky” laws or the antifraud laws of any jurisdiction,

as to which I express no opinion, is legally required to permit (a) the sale of the Shares pursuant to the Underwriting Agreement or (b) the performance by the Company of its obligations under the Transaction Documents.

(8) The sale of the Shares and the execution, delivery and performance by the Company of the Underwriting

Agreement and the Forward Sale Agreements (including the issuance of the Issuable Shares) (a) will not violate any provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or

security interest in any of the assets of the Company or any of its Principal Subsidiaries pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to me (having made due inquiry with respect thereto) to

which the Company or any of its Principal Subsidiaries is a party or which purports to be binding upon the Company or any of its Principal Subsidiaries or upon any of their respective assets, (b) will not violate any provision of any law or

regulation applicable to the Company or any of the Principal Subsidiaries or, to my knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentality applicable to the

Company or any of the Principal Subsidiaries (except that various consents of, and filings with, governmental authorities may be required to be obtained or made, as the case may be, in connection or compliance with the provisions of the securities

or “blue sky” laws of any jurisdiction) and (c) will not result in any violation of any provision of the charter, by-laws or the other organizational documents of the Company or any of the

Principal Subsidiaries.

B-4

In connection with the preparation by the Company of the Registration Statement, the

Disclosure Package and the Prospectus, I have had discussions with certain of the officers, employees, and representatives of the Company and Entergy Services, LLC, with other counsel for the Company, and with the independent registered public

accountants of the Company who audited certain of the financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. I have also examined or caused to be examined such other documents and

have satisfied myself as to such other matters as I have deemed necessary in order to render this statement of belief. Based on my review of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions,

although I have not independently verified the accuracy, completeness or fairness of the statements included or incorporated by reference therein and take no responsibility therefor (except to the extent such statements relate to me or as expressly

set forth in paragraph (3) above), no facts have come to my attention that cause me to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Shares became, or

is deemed to have become, effective under the Securities Act in accordance with the rules and regulations of the Commission thereunder, contained any untrue statement of a material fact or omitted to state a material fact required to be stated

therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Prospectus, as of its date or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to

state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to (a) the financial statements or other financial,

statistical or accounting information, including any such data presented in interactive data format, included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus or (b) the assessments of or

reports on the effectiveness of internal control over financial reporting incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.

I am a member of the Bar of the State of Louisiana, and this opinion is limited to the laws of the State of New York, the General Corporation

Law of the State of Delaware and the federal laws of the United States of America. As to all matters of New York law, I have relied (without independent inquiry), with your approval, upon the opinion of even date herewith addressed to you by Morgan,

Lewis & Bockius LLP of New York, New York, subject to the assumptions therein.

This opinion letter is solely for your benefit in

connection with the Underwriting Agreement and the transactions contemplated thereunder, and it may not be relied upon in any manner by any other person or for any other purpose, without my prior written consent.

Very truly yours,

Raechelle M. Munna, Esq., Associate General

Counsel–Corporate and Securities

B-5

EXHIBIT C

{Letterhead of Morgan, Lewis & Bockius LLP}

May 7, 2026

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Citigroup Global

Markets Inc.

388 Greenwich Street

New York, New York 10013

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Scotia Capital

(USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

In their separate

capacities as the

representatives (the “Representatives”) of the

several underwriters (the “Underwriters”)

and as forward sellers (the “Forward

Sellers”)

Wells Fargo Bank, National

Association

500 West 33rd Street, 14th Floor

New York, New York 10001

Citibank, N.A.

390 Greenwich Street

New York, New York 10013

Barclays Bank PLC

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

The Bank of Nova Scotia

44 King Street West, Toronto,

Ontario M5H 1H1 Canada

c/o Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

In their capacities as forward

purchasers (the “Forward

Purchasers”)

Ladies and Gentlemen:

We, together with Raechelle M. Munna, Esq., Associate General Counsel–Corporate and Securities of Entergy Services, LLC, have acted as

counsel to Entergy Corporation, a Delaware corporation (the “Company”), in connection with the Underwriting Agreement, dated May 5, 2026 (the “Underwriting Agreement”), among the Company, the Forward Sellers and the

Underwriters relating to the offer and sale of 19,247,788 shares of the Company’s common stock, par value $.01 per share (the “Shares”). This opinion is rendered to you at the request of the Company pursuant to Section 7(c) of

the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.

C-1

In our capacity as such counsel, we have either participated in the preparation of, or have

examined and are familiar with: (a) the Company’s Restated Certificate of Incorporation and the Company’s Bylaws, as amended and restated; (b) the Underwriting Agreement; (c) the Forward Sale Agreements3; (d) the Registration Statement, the Disclosure Package and the Prospectus; and (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the

maximum number of shares of the Company’s common stock, par value $.01 per share, that may be issuable by the Company in the aggregate pursuant to the Forward Sale Agreements (the “Issuable Shares”)4 and the execution and delivery by the Company of the Underwriting Agreement and the Forward Sale Agreements. As to questions of fact material to the opinions expressed herein, we have relied upon

representations and certifications of officers of the Company (including but not limited to those contained in the Registration Statement, the Disclosure Package, the Prospectus, the Underwriting Agreement, the Forward Sale Agreements and

certificates delivered at the closing of the sale of the Shares) and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or caused to be examined such other

documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as

originals, the conformity to the originals of the documents submitted to us as facsimile, certified or electronic copies and the authenticity of the originals of such latter documents.

Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

(1) The Issuable Shares have been duly authorized and reserved for issuance by the Company under the Forward

Sale Agreements and, if such Issuable Shares were issued, sold and delivered by the Company to the Forward Purchasers on the date hereof pursuant to the Forward Sale Agreements against payment of any consideration required to be paid by the Forward

Purchasers pursuant to the terms of the Forward Sale Agreements, such Issuable Shares would be validly issued, fully paid and non-assessable, and the issuance, sale and delivery thereof will not be subject to

any preemptive or similar rights.

(2) The statements made in the Basic Prospectus as amended and

supplemented immediately prior to the Applicable Time (together with the other information in the Disclosure Package) and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to summarize the terms of

the Shares, constitute an accurate summary thereof in all material respects.

(3) The Underwriting

Agreement has been duly authorized, executed and delivered by the Company.

(4) Each Forward Sale Agreement

has been duly authorized, executed and delivered by the Company, and is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) applicable bankruptcy,

insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of

{This form of opinion will be modified appropriately to the extent of any Additional Forward Sale

Agreements.}

{This form of opinion will be modified appropriately to the extent of any Primary Shares issued by the

Company.}

C-2

creditors’ rights and by general equitable principles (whether considered in a proceeding in equity or at law), including the possible unavailability of specific performance or injunctive

relief, and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought.

(5) Except as to the financial statements and other financial, statistical or accounting information, including

any such data presented in interactive data format, included or incorporated by reference therein, upon which we do not express an opinion, the Registration Statement, on the date that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 was filed by the Company with the Commission under the Exchange Act, and the Prospectus, at the time it was filed by the Company with the Commission pursuant to

Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and

regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed by the Company with the Commission pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Prospectus

pursuant to Item 12 of Form S-3, such documents or portions thereof (except as to the financial statements and other financial, statistical or accounting information, including any such data presented in

interactive data format, included or incorporated by reference therein, upon which we do not express an opinion), on the date filed by the Company with the Commission, complied as to form in all material respects with the applicable provisions of

the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement was effective immediately upon

filing under the Securities Act on the date that it was filed by the Company with the Commission thereunder; and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that

purpose are pending or threatened under Section 8(d) of the Securities Act.

(6) No approval,

authorization, consent or other order of any governmental body (other than with respect to registration of the Shares under the Securities Act, which has been duly obtained) under the federal laws of the United States of America, the laws of the

State of New York or the General Corporation Law of the State of Delaware that in our experience are normally applicable to transactions of the type contemplated by the Underwriting Agreement and the Forward Sale Agreements (including the issuance

of the Issuable Shares), but without our having made any special investigation with respect to any other law (including charters, ordinances, bylaws and other laws enacted by political subdivisions of the State of New York) and other than any state

securities or “blue sky” laws or the antifraud laws of any jurisdiction, as to which we express no opinion, is legally required to permit (a) the sale of the Shares pursuant to the Underwriting Agreement or (b) the performance

by the Company of its obligations under the Transaction Documents.

(7) The Company is not and, as a result

of and after giving effect to the transactions contemplated by the Transaction Documents and the issuance, sale and delivery of the Issuable Shares upon settlement of the Forward Sale Agreements, will not be, required to register as an

“investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

C-3

(8) The statements set forth in the Basic Prospectus as

amended and supplemented immediately prior to the Applicable Time and the Prospectus under the caption “Certain United States Federal Income Tax Consequences for Non-U.S. Holders,” to the extent

they constitute matters of federal income tax law or legal conclusions with respect to matters of federal income tax law, are an accurate summary of the matters referred to therein in all material respects.

In addition, our opinion set forth in paragraph (4) above is subject to and limited by, in the case of indemnities, a requirement that

facts, known to the indemnitee but not the indemnitor, in existence at the time the indemnity becomes effective that would entitle the indemnitee to indemnification be disclosed to the indemnitor and a requirement that an indemnity provision will

not be read to impose obligations upon indemnitors that are neither disclosed at the time of its execution nor reasonably within the scope of its terms and the overall intention of the parties at the time of its making.

Our opinion in paragraph (4) is further subject to the following assumptions and qualifications:

Each party to each Forward Sale Agreement is an “eligible contract participant” as defined in

Section 1a(18) of the Commodity Exchange Act, as amended, and the rules and regulations thereunder.

ii.

Provisions of each Forward Sale Agreement relating to indemnification or exculpation may be limited by

public policy or by law.

iii.

We express no opinion as to provisions of each Forward Sale Agreement that purport (a) to establish any

evidentiary standard, (b) to provide that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy and that the election of a particular remedy does not

preclude recourse to one or more others, (c) to create a conclusive presumption or commit a conclusive or binding determination of any matter, (d) to waive the right of any party to object to venue, (e) to waive matters that cannot,

as a matter of law, be effectively waived, (f) to impose penalties, forfeitures, late payment charges or an increase in interest upon an occurrence of a default, or (g) to create a power of attorney, proxy, or agency relationship.

iv.

We express no opinion with respect to the enforceability of the New York choice of law provisions set forth

in each Forward Sale Agreement in jurisdictions other than the State of New York and have further assumed that any court in the jurisdiction of the State of New York considering the enforceability of such provisions would give effect to Section 5-1401 of the New York General Obligations Law.

We express no opinion with respect to the enforceability of the New York choice of forum provisions set

forth in each Forward Sale Agreement in jurisdictions other than the State of New York and have further assumed that any court in the jurisdiction of the State of New York considering the enforceability of such provisions would give effect to Section 5-1402 of the New York General Obligations Law.

C-4

vi.

We express no opinion as to any securities law or regulation.

vii.

We express no opinion as to the effect of the compliance or noncompliance of the Forward Purchasers with any

law or regulation applicable to it because of the legal or regulatory status or the nature of the business of it or its participation in the transactions contemplated by each Forward Sale Agreement.

In passing upon the forms of the Registration Statement and the Prospectus in paragraph (5) above, we necessarily assume the correctness,

completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to

us and as set forth in paragraphs (2) and (8) above. In connection with the preparation by the Company of the Registration Statement, the Disclosure Package and the Prospectus, we have had discussions with certain officers, employees and

representatives of the Company and Entergy Services, LLC, with other counsel for the Company and with the independent registered public accountants of the Company who audited certain of the financial statements incorporated by reference in the

Registration Statement, the Disclosure Package and the Prospectus. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this

statement of belief. Based on our review of the Registration Statement, the Disclosure Package and the Prospectus and the above-mentioned discussions, although we have not independently verified the accuracy, completeness or fairness of the

statements included or incorporated by reference therein and take no responsibility therefor (except to the extent such statements relate to us or as expressly set forth in paragraphs (2) and (8) above), no facts have come to our attention that

cause us to believe that (i) the Registration Statement, as of the latest date as of which any part of the Registration Statement relating to the Shares became, or is deemed to have become, effective under the Securities Act in accordance with

the rules and regulations of the Commission thereunder, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the

Disclosure Package, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading or (iii) the Prospectus, as of its date or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to (a) the financial statements or other financial, statistical or accounting information, including any such data presented in

interactive data format, included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus or (b) the assessments of or reports on the effectiveness of internal control over financial reporting

incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus.

This opinion is limited to the laws of

the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

C-5

This opinion is solely for your benefit in connection with the Underwriting Agreement and

the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent, except that Raechelle M. Munna, Esq., Associate General Counsel–Corporate and

Securities of Entergy Services, LLC may rely on this opinion as to all matters of New York law in rendering her opinion required to be delivered under the Underwriting Agreement.

Very truly yours,

MORGAN, LEWIS & BOCKIUS LLP

C-6

EXHIBIT D

{Letterhead of Pillsbury Winthrop Shaw Pittman LLP}

May 7, 2026

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Citigroup Global

Markets Inc.

388 Greenwich Street

New York, New York 10013

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Scotia Capital

(USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

In their separate

capacities as the

representatives (the “Representatives”) of the

several underwriters (the “Underwriters”)

and as forward sellers (the “Forward

Sellers”)

Wells Fargo Bank, National Association

500 West 33rd Street, 14th Floor

New York, New York 10001

Citibank, N.A.

390 Greenwich Street

New York, New York 10013

Barclays Bank PLC

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

The Bank of Nova Scotia

44 King Street West, Toronto,

Ontario M5H 1H1 Canada

c/o Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

In their capacities as forward

purchasers (the “Forward

Purchasers”)

Ladies and Gentlemen:

We have acted as counsel for the Underwriters in connection with the several purchases by the Underwriters pursuant to the Underwriting

Agreement dated May 5, 2026 among the Underwriters, Entergy Corporation, a Delaware corporation (the “Company”), and the Forward Sellers (the “Agreement”) of an aggregate of 19,247,788 shares (the “Shares”)

of the common stock, par value $.01 per share, of the Company (the “Common Stock”). This letter is delivered to you pursuant to Section 7(d) of the Agreement.

We have reviewed (a) the Agreement, (b) the letter agreement, dated May 5, 2026, between Wells Fargo Bank, National

Association, as a Forward Purchaser, and the Company (the “Wells Fargo Forward Sale Agreement”), (c) the letter agreement, dated May 5, 2026, between Citibank, N.A., as a Forward Purchaser, and the Company (the “Citibank

Forward Sale Agreement”), (d) the

D-1

letter agreement, dated May 5, 2026, between Barclays Bank PLC, through its agent Barclays Capital Inc., as a Forward Purchaser, and the Company (the “Barclays Forward Sale

Agreement”), (e) the letter agreement, dated May 5, 2026, between The Bank of Nova Scotia, as a Forward Purchaser, and the Company (together with the Wells Fargo Forward Sale Agreement, the Citibank Forward Sale Agreement and the Barclays

Forward Sale Agreement, the “Forward Sale Agreements”)5, (f) the Registration Statement on Form S-3 (File

No. 333-289302) (the “Registration Statement”) filed by the Company to register the Shares with the Securities and Exchange Commission (the “Commission”) under the Securities Act

of 1933 (the “Securities Act”), including the Company’s Prospectus, dated August 6, 2025, contained therein (the “Base Prospectus”), which incorporates by reference the Incorporated Documents referred to below,

(g) the Base Prospectus, as supplemented by the Preliminary Prospectus Supplement, Subject to Completion, dated May 5, 2026, relating to the offer and sale of the Shares (as so supplemented, the “Preliminary Prospectus”) filed

by the Company with the Commission pursuant to Rule 424(b)(3) under the Securities Act, which also incorporates by reference the Incorporated Documents, (h) the Base Prospectus, as supplemented by the Prospectus Supplement dated May 5,

2026, relating to the offer and sale of the Shares (as so supplemented, the “Final Prospectus”) filed by the Company with the Commission pursuant to Rule 424(b)(2) under the Securities Act, which also incorporates by reference the

Incorporated Documents, and (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), the Company’s Quarterly Report on

Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Quarterly Report”) and the Company’s Current Reports on Form 8-K filed on

February 20, 2026, March 30, 2026 and May 7, 2026 (such Current Reports, together with the Annual Report and the Quarterly Report, the “Incorporated Documents”), in each case to the extent filed (and not furnished) by the

Company with the Commission under the Securities Exchange Act of 1934 (the “Exchange Act”). We have also reviewed such other agreements, documents, records, certificates and materials, and have satisfied ourselves as to such other

matters, as we have considered relevant or necessary for purposes of this letter. We have not reviewed any certificates representing the Shares, except a form thereof.

In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials

submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as

originals, the genuineness of all signatures and the legal capacity of all natural persons. In delivering this letter, we have relied, without independent verification, as to factual matters, on certificates and other written or oral notices or

statements of governmental and other public officials and of officers and other representatives of the Company, on representations made by the Company in the Agreement and the Forward Sale Agreements and on statements in the Registration Statement,

the Preliminary Prospectus, the Final Prospectus and the Incorporated Documents.

{This form of opinion will be modified appropriately to the extent of any Additional Forward Sale

Agreements.}

D-2

On the basis of the assumptions and subject to the qualifications and limitations set forth

herein, we are of the opinion that:

28,871,682 shares of Common Stock (the “Issuable Shares”) have been duly authorized and reserved

for issuance by the Company under the Forward Sale Agreements and, if such Issuable Shares (assuming the certificate or certificates representing such Issuable Shares conform to the form reviewed by us) were issued and delivered by the Company to

the Forward Purchasers on the date hereof pursuant to the Forward Sale Agreements against payment of any consideration required to be paid by the Forward Purchasers pursuant to the terms of the Forward Sale Agreements and duly countersigned and

registered by the transfer agent and registrar thereof, such Issuable Shares would be validly issued, fully paid and nonassessable.6

The Agreement has been duly authorized, executed and delivered by the Company.

Each Forward Sale Agreement has been duly authorized, executed and delivered by the Company.

The Registration Statement automatically became effective under the Securities Act on the date it was filed

by the Company with the Commission thereunder and, to our knowledge, based solely upon a review of the page entitled “Stop Orders” on the Commission’s website on the date hereof, as of the time of such review, no stop order with

respect thereto has been issued, and no proceedings therefor are pending, under Section 8 of the Securities Act.

No Governmental Approval (as defined below) under the Applicable Law (as defined below) is required to be

obtained or made by the Company for the execution and delivery by the Company of the Agreement and the Forward Sale Agreements or the performance by the Company of its obligations under the Agreement and the Forward Sale Agreements (including the

sale of the Shares pursuant to the Agreement) other than those Governmental Approvals that have been previously obtained or made.

The statements set forth under the caption “Description of Capital Stock” in the Preliminary

Prospectus and the Final Prospectus, to the extent that such statements purport to constitute summaries of the terms of the Shares, are accurate in all material respects.

With respect to our opinions set forth above, we have assumed that (a) the Company (i) is duly organized, validly existing and in

good standing under the law of the State of Delaware and (ii) has the corporate power to execute and deliver, and to perform its obligations under, the Agreement and the Forward Sale Agreements and (b) the issuance and delivery of the

Issuable Shares by the Company do not and will not (i) require any Governmental Approval (other than those Governmental Approvals that are the subject of our opinion set forth in paragraph 5 above) or (ii) violate, result in a breach of or

constitute a default under (A) any agreement or instrument to which the Company or any Affiliate (as defined below) is a party or by which the Company or any Affiliate or any of its properties may be bound, (B) any Governmental Approval,

(C) any order, decision, judgment, injunction or decree that may be applicable to the Company or any Affiliate or any of its properties or (D) any law.

{This form of opinion will be modified appropriately to the extent of any Primary Shares issued by the

Company.}

D-3

As used in this letter, (a) “Governmental Approval” means any authorization,

consent, approval or license (or the like) of, or exemption (or the like) from, or registration or filing (or the like) with, or report or notice (or the like) to, any governmental unit, agency, commission, department or other authority that may be

applicable to the Company or any Affiliate or any of its properties, (b) “Affiliate” means any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control

with, the Company and (c) “Applicable Law” means the federal law of the United States of America, the General Corporation Law of the State of Delaware or the law of the State of New York that in our experience is normally applicable to

transactions of the type contemplated by the Agreement and the Forward Sale Agreements, but without our having made any special investigation with respect to any other law (including charters, ordinances, bylaws and other laws enacted by political

subdivisions of the State of New York) and other than any federal or state securities or “blue sky” laws or the antifraud laws of any jurisdiction.

In the course of the preparation by the Company of the Registration Statement, the Preliminary Prospectus and the Final Prospectus, we had

conferences with certain officers and other representatives of and counsel for the Company, with representatives of Deloitte & Touche LLP, the Company’s independent registered public accountants who audited certain of the

Company’s financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, and with your representatives, during which the contents of the Registration Statement, the

Preliminary Prospectus and the Final Prospectus were discussed. We did not participate in the preparation by the Company of the Incorporated Documents or the selection of information contained therein or omitted therefrom by the Company; however, we

reviewed drafts of the Annual Report and the Quarterly Report prior to the time they were filed by the Company with the Commission under the Exchange Act. Based on our review of the Registration Statement, the Preliminary Prospectus, the Final

Prospectus and the Incorporated Documents and our discussions in the conferences described above:

(a)

each of the Registration Statement, at the date the Annual Report was filed by the Company with the

Commission under the Exchange Act, and the Final Prospectus, at the date it was filed by the Company with the Commission pursuant to Rule 424(b)(2) under the Securities Act, appeared on its face to be appropriately responsive in all material

respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder; and

(b)

although we have not independently verified the accuracy, completeness or fairness of the statements

contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Final Prospectus and take no responsibility therefor (except to the extent that such statements relate to us or as set forth in paragraph 6

above), no facts have come to our attention that cause us to believe that:

(i)

the Registration Statement (including the information deemed to be a part thereof pursuant to Rule 430B(f)

under the Securities Act), at the most recent effective date of the part of the Registration Statement relating to the Shares determined pursuant to Rule 430B(f)(2) under the Securities Act and when read together with the Incorporated Documents,

contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

D-4

(ii)

the Preliminary Prospectus, at 7:00 P.M., New York City time, on the date of the Agreement (which is the

Applicable Time within the meaning of the Agreement) and when read together with the information set forth in Schedule III to the Agreement and the Incorporated Documents, contained an untrue statement of a material fact or omitted to state a

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(iii)

the Final Prospectus, at its date or the date hereof and when read together with the Incorporated Documents,

contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Notwithstanding the foregoing, we express no opinion or belief in clause (a) or (b) above as to the financial

statements or other financial, statistical or accounting information contained or incorporated by reference in or omitted from the Registration Statement, the Preliminary Prospectus or the Final Prospectus. In addition, in making the statement with

respect to each of the Registration Statement and the Final Prospectus in clause (a) above, we have necessarily assumed the correctness and completeness of the statements made by the Company therein and in connection with the Company’s

preparation thereof.

Our opinions set forth in this letter are limited to the Applicable Law and, in the case of our opinion set forth in

paragraph 4 above, the federal securities law of the United States of America, in each case as in effect on the date hereof, and we express no opinion as to any other law. We have no responsibility or obligation to update this letter or to take into

account changes in law, facts or any other developments of which we may later become aware.

This letter is delivered only to you by us as

counsel for the Underwriters solely for your benefit and the benefit of the other Underwriters in connection with the transaction contemplated by the Agreement and may not be used, circulated, furnished, quoted or otherwise referred to or relied

upon for any other purpose or by any other person or entity (including by any person or entity that acquires any of the Shares from any of the Underwriters) for any purpose without our prior written consent, except that this letter may be disclosed

to others insofar as it relates to the income tax treatment or tax structure of such transaction.

Very truly yours,

PILLSBURY WINTHROP SHAW PITTMAN LLP

D-5

EXHIBIT E

Form of Lock-up Letter

{___________}, 2026

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Citigroup Global

Markets Inc.

388 Greenwich Street

New York, New York 10013

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Scotia Capital

(USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

As Representatives of the several

Underwriters

Ladies and Gentlemen:

The undersigned understands that Wells Fargo Securities, LLC (“Wells Fargo”), Citigroup Global Markets Inc.

(“Citigroup”), Barclays Capital Inc. and Scotia Capital (USA) Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Entergy Corporation, a

Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named therein, including the Representatives (collectively, the “Underwriters”), of

shares (the “Shares”) of the common stock, par value $.01 per share, of the Company (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public

Offering, the undersigned hereby agrees that, without the prior written consent of Wells Fargo and Citigroup, on behalf of the Underwriters, it will not, during the period (the “Lock-Up Period”)

commencing on and including the date hereof through and including the date that is 60 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus,” and the date of such Prospectus, the

“Public Offering Date”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose

of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the

undersigned or any other securities so beneficially owned that are convertible into or

E-1

exercisable or exchangeable for Common Stock (“Convertible Securities”) or (2) enter into any hedging, swap or other arrangement, including without limitation any short sale or

any purchase, sale or grant of any right (including without limitation any put or call option), that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether

any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to:

(a)

transfers of shares of Common Stock or any Convertible Securities as a bona fide gift, provided that

(i) each donee shall sign and deliver to the Representatives a lock-up letter substantially in the form of this letter, and (ii) no filing under Section 16(a) of the Exchange Act, or other

public announcement, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period, except that a Form 4 filing permitted by

clause (c) below may also reflect a reduction in beneficial ownership resulting from a bona fide gift made in accordance with this clause (a) so long as such Form 4 expressly states that such reduction is the result of a bona fide gift,

(b)

transfers of shares of Common Stock or Convertible Securities either during the undersigned’s lifetime

or on death (i) by will or intestacy, (ii) to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, or (iii) pursuant to a domestic relations order, provided that

each such transferee shall sign and deliver to the Representatives a lock-up letter substantially in the form of this letter. For purposes of this letter, “immediate family” means any relationship

by blood, marriage, domestic partnership or adoption, no more remote than a first cousin,

(c)

the forfeiture, cancellation, withholding, surrender or delivery of shares of Common Stock to the Company to

satisfy any income, employment and/or social security tax withholding and/or remittance obligations in connection with the vesting during the Lock-Up Period of any restricted stock unit, restricted shares,

performance share unit or phantom shares; provided that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such forfeiture, cancellation, withholding,

surrender or delivery, other than a filing on Form 4,

(d)

the establishment of a trading plan pursuant to Rule 10b5-1 under

the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Lock-Up Period and no public announcement or filing under the

Exchange Act or otherwise regarding the establishment of such plan shall be required or shall be voluntarily made by or on behalf of the undersigned or the Company, or

(e)

sales of Common Stock pursuant to any trading plan complying with Rule

10b5-1 under the Exchange Act that has been entered into by the undersigned prior to the date of this letter or pursuant to any amendment or replacement of any such trading plan, so long as the number of

shares of Common Stock subject to such original

E-2

trading plan is not increased; provided that if such sales are required to be reported on Form 4 pursuant to Section 16(a) of the Exchange Act during the

Lock-Up Period, or the undersigned voluntarily effects any public filing or report regarding such sales during the Lock-Up Period, then the undersigned shall disclose in

such filing or report that such sale was made pursuant to an existing Rule 10b5-1 trading plan.

The undersigned agrees that, without the prior written consent of Wells Fargo and Citigroup, on behalf of the Underwriters, it

will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable

for Common Stock.

The undersigned understands that the Company and the Underwriters are relying upon this letter in

proceeding toward consummation of the Public Offering. The undersigned further understands that this letter is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

This letter shall lapse and become null and void, and the undersigned shall be released from all obligations under this

letter, if the Public Offering Date shall not have occurred on or before May 26, 2026, or if the Underwriting Agreement (other than the provisions thereof that survive termination) shall automatically terminate or be terminated prior to payment

for, and delivery of, the Shares (excluding shares that the Underwriters have the option to purchase).

Whether or not the

Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company, the

Underwriters and any other parties thereto.

This letter and any claim, controversy or dispute arising under or related to

this letter shall be governed by and construed in accordance with the laws of the State of New York.

[Remainder of page intentionally left

blank]

E-3

Very truly yours,

(name of stockholder – please print)

(signature)

E-4

EXHIBIT F

Lock-up Signatories

Directors:

Gina F. Adams

John H. Black

John R. Burbank

James F. Caldwell, Jr.

Kirkland H. Donald

Brian W. Ellis

Philip L. Frederickson

M. Elise Hyland

Stuart L. Levenick

10.

Karen A. Puckett

11.

R. Lewis Ropp

Officers:

12.

Jason Chapman

13.

Kathryn A. Collins

14.

Kimberly Cook-Nelson

15.

John C. Dinelli

16.

Daniel T. Falstad

17.

Haley R. Fisackerly

18.

Kimberly A. Fontan

19.

Reginald T. Jackson

20.

John O. Hudson, III

21.

Laura R. Landreaux

22.

Andrew S. Marsh

23.

Phillip R. May, Jr.

24.

Anastasia Minor

25.

Deanna D. Rodriguez

26.

Patrick J. Stack

27.

Eliecer Viamontes

F-1

EX-5.01

Filename: d52765dex501.htm · Sequence: 3

EX-5.01

Exhibit 5.01

May 7, 2026

Entergy

Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

Ladies and Gentlemen:

We have acted as

counsel for Entergy Corporation (the “Company”) in connection with the registration statement on Form S-3 (Registration Statement No. 333-289302) (the

“Registration Statement”), relating to the offering of 19,247,788 shares of common stock, $0.01 par value, of the Company (“Common Stock”).

In our capacity as such counsel, we have examined: (1) the Registration Statement; (2) the Underwriting Agreement, dated May 5,

2026 (the “Underwriting Agreement”), by and among the Company, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc., as the representatives of the underwriters named therein, and

Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc., as the forward sellers; and (3) the “Forward Sale Agreements” meaning, collectively, (i) the forward sale

agreement, dated May 5, 2026, by and between the Company and Wells Fargo Bank, National Association, (ii) the forward sale agreement, dated May 5, 2026, by and between the Company and Citibank, N.A., (iii) the forward sale agreement,

dated May 5, 2026, by and between the Company and Barclays Bank PLC, and (iv) the forward sale agreement, dated May 5, 2026, by and between the Company and The Bank of Nova Scotia (Wells Fargo Bank, National Association, Citibank,

N.A., Barclays Bank PLC and The Bank of Nova Scotia, as forward purchasers, the “Forward Purchasers”). As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the

officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have caused to be examined such other documents and have satisfied ourselves as

to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us

as originals, the conformity with the originals of all documents submitted to us as originals of the documents submitted to us as certified, facsimile or electronic copies and the authenticity of the originals of all documents submitted to us as

copies.

Morgan, Lewis & Bockius LLP

101 Park Avenue

DB1/ 164398045.6

New York, NY 10178-0060

+1.212.309.6000

United States

+1.212.309.6001

Entergy Corporation

May 7, 2026

Page 2

Subject to the foregoing and the further exceptions and qualifications set forth below, we

are of the opinion that any shares of Common Stock that may be issued and delivered to the Forward Purchasers by the Company pursuant to the Forward Sale Agreements, when issued and delivered by the Company against payment of the consideration set

forth therein, will be validly issued, fully paid and non-assessable.

This opinion is limited to

the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this

opinion as Exhibit 5.01 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. We also consent to the reference to us in the prospectus included in the

Registration Statement under the caption “Legality.” In giving the foregoing consents, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended,

or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-10.1

Filename: d52765dex101.htm · Sequence: 4

EX-10.1

Exhibit 10.1

Execution Version

May 5, 2026

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

From:

Wells Fargo Bank, National Association

30 Hudson Yards

New York, NY 10001-2170

Email: CorporateDerivativeNotifications@wellsfargo.com

Dear Sirs,

The purpose of this

“Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “2000 Definitions”) and

the 2002 ISDA Equity Derivatives Definitions (the “2002 Definitions” and, together with the 2000 Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc.

(“ISDA”), are incorporated into this Confirmation.

Each party further agrees that this Confirmation

together with the Agreement evidence a complete binding agreement between Party A and Party B as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral

communications with respect thereto. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Party A and Party B had executed an agreement

in such form on the Trade Date (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without regard to New York’s choice of laws doctrine other than Title 14 of Article 5 of the

New York General Obligations Law); (ii) the election of U.S. Dollars as the Termination Currency); (iii) the election that the word “first” shall be replaced with the word “third” each time it occurs in Section 5(a)(i)

of the Agreement; and (iv) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Party A as if (a) the phrase “, or becoming capable at such time of being

declared,” were deleted from Section 5(a)(vi)(1) of the Agreement; (b) the “Threshold Amount” with respect to Party A were three percent of the shareholders’ equity of Party A; (c) the following language were

added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error or omission of

an administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within one Local Business Day of such party’s receipt of written notice of its failure to

pay.”; and (d) the term “Specified Indebtedness” had the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a

Transaction.

In the event of any inconsistency among the Agreement, this Confirmation, the 2002

Definitions, and the 2000 Definitions, the following will prevail in the order of precedence indicated: (i) this Confirmation, (ii) the 2002 Definitions, (iii) the 2000 Definitions, and (iv) the Agreement.

Party A and Party B each represents to the other that it has entered into the Transaction in reliance upon such tax, accounting, regulatory,

legal, and financial advice as it deems necessary and not upon any view expressed by the other.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Party A:

Wells Fargo Bank, National Association

Party B:

Entergy Corporation

Trade Date:

May 5, 2026

Effective Date:

May 7, 2026

Base Amount:

Initially, 4,811,947 Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

April 30, 2028 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Forward Price:

On the Effective Date, the Initial Forward Price, and on any other day thereafter, the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day;

provided that on each Forward Price Reduction Date, the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction

Date.

Initial Forward Price:

$110.74 per Share.

Daily Rate:

For any day, (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii) 365.

Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate”, as such rate is displayed on Bloomberg Screen “OBFR01 <Index> <GO>”, or any successor page;

provided that, if no rate appears for a particular day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.

Spread:

0.75%

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction Date.”

Forward Price Reduction Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I.

Common stock, par value $0.01 per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “ETR”).

Exchange:

The New York Stock Exchange.

Related Exchange(s):

All Exchanges.

Clearance System:

The Depository Trust Company.

Calculation Agent:

Party A; provided that following the occurrence and during the continuation of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Party A is the Defaulting Party, Party B shall have

the right to designate an independent nationally or internationally recognized third-party dealer with expertise in over-the-counter corporate equity derivatives to

replace Party A as Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent. Any determination or calculation by the Calculation Agent in such capacity shall

be made in good faith and in a commercially reasonable manner.

In the event that the Calculation Agent makes any determination or calculation pursuant to this Confirmation, the Agreement or the 2002 Definitions, promptly following receipt of a written request from either party hereto, the

Calculation Agent shall provide an explanation in reasonable detail of the basis for such determination or calculation if requested by such party, it being understood that the Calculation Agent shall not be obligated to disclose any proprietary

models or proprietary or confidential information used by it for such determination or calculation.

Settlement Terms:

Settlement Date:

Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by (a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a

“Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party A no later than (i) 12:30 p.m. (New York City time) on the Scheduled Trading Day immediately prior to such Settlement Date, which may be the

Maturity Date, if Physical Settlement applies, and (ii) a number of Scheduled Trading Days equal to the Notice Length prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies;

provided that (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if Physical Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on

the Maturity Date) is not a Clearance System Business Day, the Settlement

Date shall be the next following Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge during the related Unwind Period with respect to the

relevant Settlement Shares by a date that is more than one Scheduled Trading Day prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement

Date as the Settlement Date, and (iv) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to

the earlier of (x) the date on which the Underwriter (as defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Forward Underwritten Shares (as defined in the Underwriting Agreement)

pursuant to the Registration Statement (as defined in the Underwriting Agreement) with delivery of the Prospectus (as defined in the Underwriting Agreement) to the purchaser(s) thereof and (y) the date that is 30 days following the Effective

Date.

Notice Length:

(a) 30 Scheduled Trading Days, if (x) Party B shall not have designated, on or prior to the date of such Settlement Notice, a Settlement Date under any Other Forward (as defined under “Other Forwards” below) for

which Cash Settlement or Net Share Settlement is applicable or (y) Party B shall have designated, on or prior to the date of such Settlement Notice, a Settlement Date under one or more Other Forwards for which Cash Settlement or Net Share

Settlement is applicable but no Overlap Unwind Period (as defined under “Other Forwards” below) would occur with respect to any Other Forward as a result of the election of Cash Settlement or Net Share Settlement, as the case may be,

hereunder; or

(b) 60 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a Settlement Date under one or more Other Forwards for which Cash Settlement or Net Share Settlement is applicable

and an Overlap Unwind Period would occur with respect to one (but only one) Other Forward as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

(c) 90 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a Settlement Date under two or more Other Forwards for which Cash Settlement or Net Share Settlement is applicable

and an Overlap Unwind Period would occur with respect to two (but only two) Other Forwards as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder;

(d) 120 Scheduled Trading Days, if Party B shall have designated, on or prior to the date of such Settlement Notice, a Settlement Date under all three Other Forwards for which Cash Settlement or Net Share Settlement is applicable

and an Overlap Unwind Period would occur with respect to all three Other Forwards as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder.

Settlement Shares:

With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below;

provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

Settlement Method:

Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement Notice delivered on or after the Effective Date that satisfies the Settlement Notice Requirements; provided

that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Party A is unable, in its good faith and commercially reasonable judgment, to unwind its

hedge by the end of the Unwind Period in a manner that, in the good faith and commercially reasonable judgment of Party A based upon the advice of counsel, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 under the Exchange Act or due to the lack of sufficient liquidity in the Shares on any Exchange Business Day during the Unwind Period, or (iii) to any Termination Settlement Date (as defined below under

“Termination Settlement”). For the avoidance of doubt, during any Unwind Period, Party B may elect Physical Settlement (as described above) in respect of any Shares that are not Settlement Shares for the Cash Settlement or Net Share

Settlement, as the case may be, to which such Unwind Period relates.

For greater clarity, with respect to any Settlement Date in respect of which Cash Settlement applies, Party A shall be deemed to have completed unwinding its hedge in respect of the portion of the Transaction to be settled on such

Settlement Date when it purchases (or, to the extent applicable, unwinds derivative positions (including, but not limited to, swaps or options related to the Shares) resulting in Party A’s synthetic purchase of) an aggregate number of Shares

equal to the number of Settlement Shares for such Settlement Date.

Settlement Notice Requirements:

Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share

Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic

information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade

compliance with the federal securities laws.”

Unwind Period:

Subject to the provisions below under the caption “Other Forwards,” each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B

validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the Scheduled Trading Day immediately preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is

not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the

Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day.

Suspension Day:

Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such

advice from its counsel.

Market Disruption Event:

Section 6.3(a)(ii) of the 2002 Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase

“; in each case that the Calculation Agent determines is material.”

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time.

Physical Settlement:

On any Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the Clearance System the Settlement Shares for such Settlement Date, and Party A shall pay to Party B, by wire transfer

of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis. If, on any Settlement Date, the Shares to be delivered by

Party B to Party A hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually

delivered to Party A, then the portion of the Physical Settlement Amount payable by Party A to Party B in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date,

multiplied by the number of Deferred Shares.

Physical Settlement Amount:

For any Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of (i) the Forward Price on such Settlement Date and (ii) the number of Settlement Shares for such Settlement

Date.

Cash Settlement:

On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Settlement Date is a positive number, Party A will pay such Cash Settlement Amount to Party B. If the Cash Settlement Amount

is a negative number, Party B will pay the absolute value of such Cash Settlement Amount to Party A. Such amounts shall be paid on the Settlement Date by wire transfer of immediately available funds.

Cash Settlement Amount:

For any Settlement Date in respect of which Cash Settlement or Net Share Settlement applies, an amount determined by the Calculation Agent equal to the difference between (1) the product of (i) (A) the average Forward

Price over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period and ending on, and including, such Settlement Date (calculated assuming no reduction to the Forward

Price for any Forward Price Reduction Date that occurs during the applicable Unwind Period, except as set forth in clause (2) below), minus USD 0.01, minus (B) the average of the 10b-18

VWAP prices per Share on each Exchange Business Day during such Unwind Period (provided that during any Overlap Unwind Period, only those Exchange Business Days that constitute Overlap Observation Days shall be included in such calculation)

(clause (B), the “Average Unwind 10b-18 VWAP”), multiplied by (ii) the number of Settlement Shares for such Settlement Date, minus (2) the product of (i) the Forward

Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, multiplied by (ii) the number of Settlement Shares with respect to which Party A has not unwound its hedge as of such Forward Price

Reduction Date.

Net Share Settlement:

On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Party A shall deliver to Party B the Net Share Settlement Shares, or (ii) negative number,

Party B shall deliver to Party A the Net Share Settlement Shares; provided that if Party A determines in its good faith judgment that it would be required to deliver Net Share Settlement Shares to Party B, Party A may elect to deliver a

portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.

Net Share Settlement Shares:

For any Settlement Date in respect of which Net Share Settlement applies, a number of Shares equal to the absolute value of the Cash Settlement Amount divided by the Average Unwind

10b-18 VWAP, with the number of Shares rounded up in the event such calculation results in a fractional number of Shares.

10b-18 VWAP:

For any Exchange Business Day during the Unwind Period that is not a Suspension Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business

Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading

on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading session in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the

requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent. Party B acknowledges that Party A may refer to the Bloomberg Page “ETR <Equity> AQR SEC” (or any

successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18 VWAP.

Settlement Currency:

USD.

Failure to Deliver:

Inapplicable.

Adjustments:

Extraordinary Events:

The consequences that would otherwise apply under Article 12 of the 2002 Definitions to any applicable Extraordinary Event shall not apply. In lieu of the applicable provisions contained in Article 12 of the 2002 Definitions, the

consequences of any Extraordinary Event shall be as specified under the captions “Acceleration Events” and “Termination Settlement” below.

Tender Offer:

Applicable; provided that Section 12.1(d) of the 2002 Definitions shall be amended by replacing the reference therein to “10%” with a reference to “20%”.

Potential Adjustment Event:

The definition of “Potential Adjustment Event” in Section 11.2(e) of the 2002 Definitions shall not include clause (iii) thereof for purposes of the Transaction.

Notwithstanding Section 11.2(e)(v) of the 2002 Definitions, the following repurchases of Shares (if applicable) shall not be considered to be a Potential Adjustment Event:

(i) Shares withheld from employees of Party B or its Affiliates to pay certain withholding taxes upon the vesting of Share awards granted to such employees under compensation or benefit plans of Party B; and

(ii) Shares purchased in connection with the reinvestment of dividends by recipients of Share awards under Party B’s compensation or benefit plans; and

(iii) Shares purchased in connection with the operation of Party B’s 401(k) plans or dividend reinvestment and direct stock purchase plans;

(iv) Shares purchased by Party B to offset any shareholder dilution arising from the exercise of options to purchase Shares; and

(v) Shares purchased by Party B in connection with the issuance and/or delivery of Shares to directors under director compensation programs.

Notwithstanding Section 11.2(e) of the 2002 Definitions, the following shall not be considered to be a Potential Adjustment Event:

(i) Any issuance of Shares by Party B to employees, officers and directors of Party B that are registered on SEC Form S-8; (ii) any issuance of Shares by Party B (x) pursuant to that

certain Equity Distribution Sales Agreement, dated January 11, 2021, as amended and supplemented, and as may be further amended and supplemented from time to time, including issuances of Shares by Party B to settle any share forward

transactions entered into pursuant thereto; (y) to settle any share forward transactions entered into pursuant the following equity forward transaction confirmations: (1) the confirmation, dated March 17, 2025 between Party B and

Morgan Stanley & Co. LLC; (2) the confirmation, dated March 17, 2025 between Party B and Bank of America, N.A.; (3) the confirmation, dated March 17, 2025 between Party B and JPMorgan Chase Bank, National Association;

(4) the confirmation, dated March 17, 2025 between Party B and Mizuho Markets America LLC; (5) the confirmation, dated March 19, 2025 between Party B and Morgan Stanley & Co. LLC; (6) the confirmation, dated

March 19, 2025 between Party B and Bank of America, N.A.; (7) the confirmation, dated March 19, 2025 between Party B and JPMorgan Chase Bank, National Association; (8) the confirmation, dated March 19, 2025 between Party B and

Mizuho Markets America LLC; and (9) the Other Forwards; and (z) to settle any share forward transactions entered into in the future by Party B;

(iii) any issuance of Shares pursuant to any dividend reinvestment or stock purchase plan of Party B;

(iv) the issuance of any Shares upon the settlement of outstanding restricted stock unit or performance share awards;

(v) any issuance of any convertible securities (which may be debt or equity securities) by Party B (other than any issuance as described in Section 11.2(e)(i), (ii) or (vi) of the 2002 Definitions), even if such securities

are convertible into Shares;

(vi) the issuance of any Shares as a result of the conversion of any convertible securities issued by Party B as described in clause (v) above; and

(vii) the issuance of any Shares pursuant to purchase contracts contained in an issuance of equity units by Party B.

Method of Adjustment:

Calculation Agent Adjustment; notwithstanding anything in the 2002 Definitions to the contrary, the Calculation Agent may make an adjustment pursuant to Calculation Agent Adjustment to any one or more of the Base Amount, the Forward

Price and any other variable relevant to the settlement or payment terms of the Transaction.

Additional Adjustment:

If, in Party A’s good faith and commercially reasonable judgment, the stock loan fee to Party A (or an Affiliate thereof), excluding the federal funds rate (or other interest rate) component payable by the relevant stock

lender to Party A or such Affiliate (the “Stock Loan Fee”), over any one month period (or, in respect of any day from, and including, the Trade Date to, but excluding, the date that is one month following the Trade Date, over the period

of days as have elapsed from, and including, the Trade Date to, and including, such day), of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to 50 basis points per

annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 50 basis points per annum during such period. The Calculation Agent shall

notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable period specified above in this paragraph.

Account Details:

Payments to Party A:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Payments to Party B:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Delivery of Shares to Party A:

To be advised.

Delivery of Shares to Party B:

To be advised.

Other Provisions:

Conditions to Effectiveness:

The effectiveness of this Confirmation on the Effective Date shall be subject to (i) the condition that the representations and warranties

of Party B contained in the Underwriting Agreement dated the date hereof among Party B and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Scotia Capital (USA) Inc., as Representatives of the several

Underwriters (the “Underwriting Agreement”) and any certificate delivered pursuant thereto by Party B are true and correct or, as provided in the Underwriting Agreement or such certificate, true and correct in all material respects on

the Effective Date as if made as of the Effective Date, (ii) the condition that

Party B has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date, (iii) the condition that Party B has delivered

to Party A an opinion of counsel dated as of the Effective Date with respect to matters set forth in Section 3(a) of the Agreement, (iv) the satisfaction of all of the conditions set forth in Section 7 of the Underwriting Agreement,

(v) the condition that the Underwriting Agreement shall not have been terminated pursuant to Section 7, 8 or 13 thereof, and (vi) the condition that neither of the following has occurred (A) in Party A’s good faith and

commercially reasonable judgment, Party A (or its Affiliate) is unable to borrow and deliver for sale a number of Shares equal to the Base Amount, or (B) in Party A’s good faith and commercially reasonable judgment Party A (or its

Affiliate) would incur a Stock Loan Fee of more than a rate equal to 200 basis points per annum to do so (in which event this Confirmation shall be effective but the Base Amount for the Transaction shall be the number of Shares Party A (or an

Affiliate thereof) is required to deliver in accordance with Section 1(b) of the Underwriting Agreement).

Representations and

Agreements of Party A and Party B:

Each of Party A and Party B represents, warrants and covenants that it:

(a) (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of

entering into the Transaction; (ii) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; and (iii) is entering into the Transaction for a bona fide business purpose;

(b) is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could

reasonably be expected to impair materially its ability to perform its obligations hereunder; and

Business Day notify the other party upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default in respect of which it is the Defaulting Party.

Additional Representations, Warranties and Agreements of Party B: Party B hereby represents and warrants to, and agrees with, Party A as

of the date hereof that:

(a)

Any Shares, when issued and delivered in accordance with the terms of the Transaction, will be duly authorized

and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.

(b)

Party B has reserved and will keep available at all times, free from preemptive rights, out of its authorized

but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall be issuable at such time upon settlement of the Transaction. All Shares so issuable shall, upon such

issuance, be accepted for listing or quotation on the Exchange.

(c)

Party B agrees to provide Party A with at least three days’ written notice (an “Issuer Repurchase

Notice”) prior to executing any repurchase of Shares by Party B or any of its subsidiaries (or entering into any contract that would require, or give the option to, Party B or any of its subsidiaries, to purchase or repurchase Shares), whether

out of profits or capital or whether the consideration for such repurchase is cash, securities or otherwise (an “Issuer Repurchase”), that alone or in the aggregate would result in the Base Amount Percentage (as defined below) being

(i) equal to or greater than 9.0% of the outstanding Shares and (ii) greater by 0.5% or more than the Base Amount Percentage at the time of the immediately preceding Issuer Repurchase Notice (or in the case of the first such Issuer

Repurchase Notice, greater than the Base Amount Percentage as of the later of the date hereof or the immediately preceding Settlement Date, if any). The “Base Amount Percentage” as of any day is the fraction (1) the numerator of

which is the Base Amount and (2) the denominator of which is the number of Shares outstanding on such day.

(d)

No filing with, or approval, authorization, consent, license, registration, qualification, order or decree of,

any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Party B of this Confirmation and the consummation of the Transaction (including, without limitation, the

securities laws.

(e)

Party B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase, the Base

Amount Percentage would be equal to or greater than 9.0%.

(f)

Party B is not insolvent, nor will Party B be rendered insolvent as a result of the Transaction.

(g)

Neither Party B nor any of its Affiliates shall take or refrain from taking any action (including, without

Rule 10b-18 under the Exchange Act if such purchases were made by Party B.

(h)

Party B will not engage in any “distribution” (as defined in Regulation M under the Exchange Act

(“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during any Unwind Period.

(i)

Party B is an “eligible contract participant” (as such term is defined in Section 1a(18) of

the Commodity Exchange Act, as amended).

(j)

In addition to any other requirements set forth herein, Party B agrees not to elect Cash Settlement or Net

applicable to Party B.

(k)

Party B (i) is capable of evaluating investment risks independently, both in general and with regard to

broker-dealer in writing; and (iii) has total assets of at least $50 million as of the date hereof.

(l)

Party B acknowledges and agrees that:

(i)

during the term of the Transaction, Party A and its Affiliates may buy or sell Shares or other securities or

buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction;

(ii)

Party A and its Affiliates may also be active in the market for the Shares and Share-linked transactions other

than in connection with hedging activities in relation to the Transaction;

(iii)

Party A shall make its own determination as to whether, when or in what manner any hedging or market activities

in Party B’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the 10b-18 VWAP;

(iv)

any market activities of Party A and its Affiliates with respect to the Shares may affect the market price and

volatility of the Shares, as well as the Forward Price and 10b-18 VWAP, each in a manner that may be adverse to Party B; and

(v)

the Transaction is a derivatives transaction in which it has granted Party A the right, under certain

(m)

Party B will notify Party A within five Exchange Business Days of obtaining knowledge of the occurrence of any

event that would constitute a Potential Adjustment Event (or, if earlier, the date on which it publicly discloses such Potential Adjustment Event).

Covenant of Party B:

Subject to the provisions of “Private Placement Procedures” below, the parties acknowledge and agree that any Shares delivered by

Party B to Party A on any Settlement Date will be newly issued Shares and when delivered by Party A (or an Affiliate of Party A) to securities lenders from whom Party A (or an Affiliate of Party A) borrowed Shares in connection with hedging its

exposure to the Transaction will be freely saleable without further registration or other restrictions under the Securities Act in the hands of those securities lenders (provided that such Shares may be subject to restrictions if the status

of any such securities lender would cause any such resale restrictions to apply by virtue of such securities lender’s share ownership in Party B, status as an Affiliate of Party B or otherwise), irrespective of whether such stock loan is

effected by Party A or an Affiliate of Party A. Accordingly, subject to the provisions of “Private Placement Procedures” below, Party B agrees that the Shares that it delivers to Party A on each Settlement Date will not bear a

restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

Covenants of Party A:

(a)

Unless the provisions set forth below under “Private Placement Procedures” shall be applicable,

Affiliate’s hedging activities related to Party A’s exposure under this Confirmation.

(b)

In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement

of the Transaction, Party A shall use its commercially reasonable efforts to conduct its activities, or cause its Affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act, as if such provisions were applicable to such purchases.

Insolvency Filing:

Notwithstanding anything to the contrary herein, in the Agreement or in the Definitions, upon any Insolvency Filing in respect of the Issuer,

the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a party under

this Confirmation prior to the date of such Insolvency Filing).

The parties hereto agree and acknowledge that (1) at any point prior to any Insolvency

Filing in respect of the Issuer, Party B shall have the unilateral right to elect Physical Settlement of the Transaction pursuant to the provisions set forth above under the heading “Settlement Terms”; and (2) the Transaction shall

automatically terminate on the date of any Insolvency Filing pursuant to the provisions set forth in the immediately preceding paragraph only if and to the extent that Party B failed to elect Physical Settlement of the Transaction pursuant to the

provisions set forth above under the heading Settlement Terms prior to the relevant Insolvency Filing.

Extraordinary Dividends:

If an ex-dividend date for an Extraordinary Dividend occurs on or after the Trade Date and on or

prior to the Maturity Date (or, if later, the last date on which Shares are delivered by Party B to Party A in settlement of the Transaction), Party B shall pay an amount, as determined by the Calculation Agent, in cash equal to the product of such

Extraordinary Dividend and the Base Amount to Party A on the earlier of (i) the date on which such Extraordinary Dividend is paid by the Issuer to holders of record of the Shares or (ii) the Maturity Date. “Extraordinary

Dividend” means the per Share amount of any cash dividend or distribution declared by the Issuer with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary” dividend.

Acceleration Events:

The

following events shall each constitute an “Acceleration Event”:

(a)

Stock Borrow Events. In the good faith commercially reasonable judgment of Party A (i) Party A (or

its Affiliate) is unable to hedge Party A’s exposure to the Transaction because (A) of the lack of sufficient Shares being made available for Share borrowing by lenders, or (B) Party A (or an Affiliate of Party A) would incur a Stock

Loan Fee to hedge its exposure to the Transaction that is greater than a rate of 200 basis points per annum (each, a “Stock Borrow Event”);

(b)

Dividends and Other Distributions. On any day occurring after the Trade Date Party B declares a

distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the

period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (b) only) to but excluding the next subsequent Forward Price Reduction Date exceeds, on a per Share

basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I or (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Party B as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market

price as reasonably determined by Party A;

(c)

ISDA Early Termination Date. Party A has the right to designate an Early Termination Date pursuant to

Section 6 of the Agreement;

(d)

Other ISDA Events. The announcement of any event that if consummated, would result in an Extraordinary

Event or the occurrence of any Change in Law (other than as specified in clause (Y) of the definition thereof) or a Delisting; provided that in case of a Delisting, in addition to the provisions of Section 12.6(a)(iii) of the 2002

Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors); and provided further that the definition of “Change in

Law” provided in Section 12.9(a)(ii) of the 2002 Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with

the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the parenthetical beginning after the word “regulation” in the second line

thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and

(iii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by Party A on the Trade Date”; or

(e)

Ownership Event. In the good faith, reasonable judgment of Party A, on any day, the Share Amount for

such day exceeds the Post-Effective Limit for such day (if any applies) (an “Ownership Event”).

For purposes

of clause (e) above, the “Share Amount” as of any day is the number of Shares that Party A and any of its Affiliates and any person whose ownership position would be aggregated with that of Party A, including any “group”

(within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part (Party A or any such person or group, a “Party A Person”) under any law, rule, regulation, regulatory order or organizational

documents or contracts of Party B that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant

definition of ownership of under any Applicable Restriction, as determined by Party A in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration

obligations (other than any filing under Section 13 of the Exchange Act and the rules and regulations thereunder, in each case, as in effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity)

of a Party A Person, or would result in an adverse effect on a Party A Person, under any Applicable Restriction, as determined by Party A in its reasonable discretion (it being understood that reporting obligations under Section 13 or

Section 16 of the Exchange Act and the rules and regulations thereunder, in each case, as in effect on the Trade Date, will not be deemed to have an adverse effect), minus (y) 1% of the number of Shares outstanding.

Materially Increased Costs:

Upon the occurrence of any Change in Law specified in clause (Y) of the definition thereof, Party A and Party B agree to negotiate in good

faith for at least five Exchange Business Days (the “Amendment Period”) to amend this Confirmation to take account of the resulting “materially increased cost” as such phrase is used in clause (Y) of the definition of

“Change in Law.” Such amendment may, if agreed by Party A and Party B, result in a Change in Law to which an Acceleration Event applies. If, after negotiating in good faith during the Amendment Period to so amend this Confirmation, Party

A and Party B are unable to agree upon such an amendment, the relevant Change in Law specified in clause (Y) of the definition thereof shall constitute an Acceleration Event, notwithstanding any language in clause (d) under the heading

“Acceleration Events” above to the contrary. The Calculation Agent may, in connection with a Termination Settlement following such Acceleration Event, reduce the Forward Price to compensate Party A for any “materially increased

costs” incurred during the Amendment Period. Any Change in Law that results in Party A (or an Affiliate of Party A) incurring a Stock Loan Fee to hedge its exposure to the Transaction that is equal to or less than a rate equal to 200 basis

points per annum shall not constitute a “materially increased cost” for purposes of clause (Y) of the definition of “Change in Law” (but may, for the avoidance of doubt, result in a reduction to the Forward Price

pursuant to the provisions opposite the caption “Additional Adjustment” above).

Termination Settlement:

Upon the occurrence of any Acceleration Event, Party A shall have the right to designate, upon at least one Scheduled Trading Day’s

notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such

Termination Settlement

Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Party A shall not exceed the number of

Shares necessary to reduce the Share Amount to the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Party A shall not exceed the number of

Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Party A pursuant to the preceding sentence, Party B fails to deliver the Settlement Shares relating to such Termination Settlement Date when

due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Party B and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an

Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Party B,

Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Party A has unwound its hedge and Physical Settlement shall apply in respect of (x) the remainder (if any) of

such Settlement Shares and (y) the Settlement Shares designated by Party A in respect of such Termination Settlement Date.

Private

Placement Procedures:

Notwithstanding anything to the contrary contained in Section 9.11 of the 2002 Definitions, if Party B is

unable to comply with the provisions of “Covenant of Party B” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Party A otherwise determines that in its reasonable

opinion based on the advice of counsel any Settlement Shares to be delivered to Party A by Party B may not be freely returned by Party A or its Affiliates to securities lenders as described under “Covenant of Party B” above, then

delivery of any such Settlement Shares (the “Restricted Shares”) shall be effected pursuant to Annex A hereto, unless waived by Party A; provided that Party A may not otherwise determine that the Settlement Shares are Restricted

Shares based solely upon Party A not having borrowed and sold a number of Shares equal to the Base Amount on or before the Effective Date pursuant to the Registration Statement (as defined in the Underwriting Agreement) with delivery of the

Prospectus (as defined in the Underwriting Agreement) if there has been no change in law or a change in the policy of the Securities and Exchange Commission or its staff.

Rule 10b5-1:

It is the intent of Party A and Party B that following any election of Cash Settlement or Net Share Settlement by Party B, the purchase of

Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Party B acknowledges that (i) during any Unwind Period Party B does not have, and shall

not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Party A (or its agent or Affiliate) in connection with this Confirmation and (ii) Party B is entering into the Agreement and this Confirmation in

good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act.

Party B hereby agrees with Party A that during any Unwind Period Party B shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any employee of Party A, other than via email to CorpEqDerivSales@wellsfargo.com or to any other person or persons designated from time to time in writing to

Party B by Party A. For purposes of the Transaction, “Material Non-Public Information” means information relating to Party B or the Shares that (a) has not been widely disseminated by wire

service, in one or more newspapers of general circulation, by communication from Party B to its shareholders or in a press release, contained in a public filing made by Party B with the Securities and Exchange Commission, or otherwise

disseminated in a manner permitted by the rules and regulations of the Securities and Exchange Commission, and (b) a reasonable investor might consider to be of importance in making an

investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings

estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or

discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information.

Maximum Share Delivery:

Notwithstanding any other provision of this Confirmation, in no event will Party B be required to deliver on any Settlement Date, whether

pursuant to Physical Settlement, Net Share Settlement, Termination Settlement or any Private Placement Settlement, more than a number of Shares equal to 150% of the initial Base Amount to Party A, subject to reduction by the amount of any Shares

delivered by Party B on any prior Settlement Date.

Transfer and Assignment:

Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has at the time

of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee,

(b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under

its obligations to Party B to the extent of any such performance.

Indemnity:

Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and

each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection

with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and

expenses) in connection with the investigation of, preparation

for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the

relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that

any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or the Agreement.

Notice:

Non-Reliance:

Applicable

Additional Acknowledgments:

Applicable

Agreements and Acknowledgments

Regarding

Hedging Activities:

Applicable

The Agreement is further supplemented by the following provisions:

No Collateral or Setoff:

Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the contrary, the

obligations of Party B hereunder are not secured by any collateral. Obligations under the Transaction shall not be set off against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other

agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be set off against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other

Section 6(d)(ii) of the Agreement.

Status of Claims in Bankruptcy:

Party A acknowledges and agrees that this Confirmation is not intended to convey to Party A rights with respect to the transactions

contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Party B; provided, however, that nothing herein shall limit or shall be deemed to limit Party A’s right to

pursue remedies in the event of a breach by Party B of its obligations and agreements with respect to this Confirmation and the Agreement; and provided further, that nothing herein shall limit or shall be deemed to limit Party A’s

rights in respect of any transaction other than the Transaction.

Limit on Beneficial Ownership:

Notwithstanding any other provisions hereof, Party A shall not be entitled to take delivery of any Shares deliverable hereunder (whether in

connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the

Share Amount would exceed the Post-Effective Limit or (ii) the Section 16 Percentage would exceed 9.0%. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery,

(i) the Share Amount would exceed the Post-Effective Limit or (ii) the Section 16 Percentage would exceed 9.0%. If any delivery owed to Party A hereunder is not made,

in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable

after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit and (ii) the Section 16 Percentage would not

exceed 9.0%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its Affiliates or any other person subject to

aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be

deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the

rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day.

In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a

result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant

to the immediately preceding paragraph.

Wall Street Transparency and Accountability Act:

In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “WSTAA”), the parties

hereby agree that neither the enactment of the WSTAA or any regulation under the WSTAA, nor any requirement under the WSTAA or an amendment made by the WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to

terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the 2002

Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from any Acceleration Event or Illegality (as defined in the Agreement)).

Miscellaneous:

(a)

Addresses for Notices. For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to Party A:

Notwithstanding anything to the contrary in the Agreement, all notices to Party A in connection with the Transaction are effective only upon

receipt of email message to CorporateDerivativeNotifications@wellsfargo.com.

Address for notices or communications to Party B:

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

Attention: Barrett E. Green, Vice President and Treasurer

Phone: (504) 576-7442

Email: bgreen2@entergy.com

and

Attention: Raechelle M. Munna, Associate General Counsel

26th Floor

L-ENT-26B

Phone: (504) 576-5848

E-mail: rmunna@entergy.com

(b)

Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law, any

right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Confirmation. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise,

that such other party would not, in the event of such a suit action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Confirmation by, among other things,

the mutual waivers and certifications herein.

Acknowledgements:

The parties hereto intend for:

(a)

the Transaction to be a “securities contract” as defined in Section 741(7) of Title 11 of the

United States Code (the “Bankruptcy Code”), qualifying for the protections under Section 555 of the Bankruptcy Code;

(b)

a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of

any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as defined in the Bankruptcy Code;

(c)

Party A to be a “financial institution” within the meaning of Section 101(22) of the

Bankruptcy Code; and

(d)

all payments for, under or in connection with the Transaction, all payments for the Shares and the transfer of

such Shares to constitute “settlement payments” as defined in the Bankruptcy Code.

If Party A is a bank

regulated by the Federal Deposit Insurance Corporation, (i) Party A recognizes and intends that the Transaction is, and shall constitute, a “qualified financial contract” as that term is defined in 12 U.S.C. § 1821(e)(8)(D)(i),

as the same may be amended, modified, or supplemented from time to time; and (ii) Party A represents and warrants that it is authorized by appropriate corporate action under applicable law to enter into the Transaction as evidenced by the

execution hereof by an officer of Party A at the level of vice president or higher.

Severability:

If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to

be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable

provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this

Confirmation will not substantially impair the respective benefits or expectations of parties to the Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13

of the Agreement (or any definition or provision in Section 14 of the Agreement to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

Tax Matters:

(a)

For the purpose of Section 3(e), each of Party A and Party B makes the following representation: It is not

required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under

Section 9(h) of the Agreement and any other payments of interest) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party

reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)

For the purpose of Section 3(f) of the Agreement:

(i)

Party A makes the following representation(s):

(A)

It is a national banking association organized or formed under the laws of the United States and is a United

States resident for United States federal income tax purposes.

(ii)

Party B makes the following representation(s):

(A)

It is a “U.S. person” (as that term is used in section

1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes.

(B)

It is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of

Delaware, and is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(A).

(c)

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, (x) Party B agrees to deliver to Party

A one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) and (y) Party A agrees to deliver to Party B one duly executed and completed United States Internal

Revenue Service Form W-9 (or successor thereto).

(d)

Withholding Tax imposed on payments to non-US counterparties under

the United States Foreign Account Tax Compliance Act. “Tax” as used in subsection (a) of “Tax Matters” in this Confirmation and “Indemnifiable Tax”, as defined in Section 14 of the Agreement, shall

not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations

thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of

such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the

Agreement.

(e)

HIRE Act. “Tax” as used in subsection (a) of “Tax Matters” in this

regulations issued thereunder.

(f)

305(c) Dividend. In no event shall Party B be required to pay an additional amount to Party A under

Section 2(d)(i)(4) of the Agreement in respect of any amounts treated as dividends under Section 305(c) of the Code.

Delivery of Cash:

For the

avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Party B to deliver cash in respect of the settlement of the Transaction, except in circumstances where the required cash settlement thereof is permitted for

classification of the contract as equity by ASC 815-40 (formerly EITF 00-19) as in effect on the Trade Date (including, without limitation, where Party B so elects to

deliver cash or fails timely to elect to deliver Shares in respect of such settlement). For the avoidance of doubt, the preceding sentence shall not be construed as limiting (i) the Private Placement Procedures set forth in Annex A hereto, or

(ii) the payment of cash pursuant to the provisions set forth in Section 3 under the heading “Extraordinary Dividends” or (iii) any damages that may be payable by Party B as a result of breach of this Confirmation.

Other Forwards:

Party A

acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Forwards”) with three other forward purchasers. Party A and Party B agree that if Party B

designates a Settlement Date with respect to any Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards coincides for any period of time with an

Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap

Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period

shall include only, every second Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Forwards), every

third Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Forwards) or every fourth Exchange Business

Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on

the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an

“Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.

Regulatory Provisions:

US QFC Stay Rules: The parties agree that (i) to the extent that prior to the date hereof all parties have adhered to the

2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of the Agreement and this Confirmation, and for such purposes the Agreement and this Confirmation shall be deemed a

Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a

separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated

into and form a part of the Agreement and this Confirmation and each party shall be

deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause

(i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use

between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and a copy of which

is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement and this

Confirmation, and for such purposes the Agreement and this Confirmation shall be deemed a “Covered Agreement,” Party A shall be deemed a “Covered Entity” and Party B shall be deemed a “Counterparty Entity.” In the

event that, after the date of the Agreement and this Confirmation, all parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between the

Agreement and this Confirmation and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition

shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement and this Confirmation” include any related credit enhancements entered into between the parties or provided

by one to the other.

“QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the

stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform

and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

[Remainder of page intentionally left blank]

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning

this Confirmation to CorporateDerivativeNotifications@wellsfargo.com.

Yours faithfully,

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:

/s/ Christine Roemer

Name:

Christine Roemer

Title:

Managing Director

[Signature Page to Confirmation]

Confirmed as of the date first written above:

ENTERGY CORPORATION

By:

/s/ Barrett E. Green

Name:

Barrett E. Green

Title:

Vice President and Treasurer

[Signature Page to Confirmation]

ANNEX A

PRIVATE PLACEMENT PROCEDURES

(i)

If Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement

due as set forth in the previous sentence and not be due on the Settlement Date or Termination Settlement Date that would otherwise be applicable.

(ii)

If Party B delivers any Restricted Shares in respect of the Transaction, Party B agrees that (i) such

Annex A-1

EX-10.2

Filename: d52765dex102.htm · Sequence: 5

EX-10.2

Exhibit 10.2

Execution Version

May 5, 2026

To:

Entergy Corporation

639 Loyola Avenue

New Orleans, Louisiana 70113

From:

Citibank, N.A.

Corporate Equity Derivatives

390 Greenwich Street, 4th Floor

New York, NY 10013

Dear Sirs,

The purpose of this letter agreement (this

“Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred

to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “2000 Definitions”) and

(“ISDA”), are incorporated into this Confirmation.

Each party further agrees that this Confirmation together

with the Agreement evidence a complete binding agreement between Party A and Party B as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral

declared,” were deleted from Section 5(a)(vi)(1) of the Agreement; (b) the “Threshold Amount” with respect to Party A were three percent of the shareholders’ equity of Citigroup Inc.; (c) the following language were

Transaction.

In the event of any inconsistency among the Agreement, this Confirmation, the 2002 Definitions, and the 2000 Definitions, the

following will prevail in the order of precedence indicated: (i) this Confirmation, (ii) the 2002 Definitions, (iii) the 2000 Definitions, and (iv) the Agreement.

Party A and Party B each represents to the other that it has entered into the Transaction in

reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Party A:

Citibank, N.A.

Party B:

Entergy Corporation

Trade Date:

May 5, 2026

Effective Date:

May 7, 2026

Base Amount:

Initially, 4,811,947 Shares. On each Settlement Date, the Base Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

April 30, 2028 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Forward Price:

Date.

Initial Forward Price:

$110.74 per Share.

Daily Rate:

For any day, (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii) 365.

Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate”, as such rate is displayed on Bloomberg Screen “OBFR01 <Index> <GO>”, or any successor page;

provided that, if no rate appears for a particular day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.

Spread:

0.75%

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction Date.”

Forward Price Reduction Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I.

Common stock, par value $0.01 per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “ETR”).

Exchange:

The New York Stock Exchange.

Related Exchange(s):

All Exchanges.

Clearance System:

The Depository Trust Company.

Calculation Agent:

the right to designate an independent nationally or internationally recognized third-party dealer with expertise in over-the-counter corporate equity derivatives to

be made in good faith and in a commercially reasonable manner.

models or proprietary or confidential information used by it for such determination or calculation.

Settlement Terms:

Settlement Date:

the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge

during the

related Unwind Period with respect to the relevant Settlement Shares by a date that is more than one Scheduled Trading Day prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled

Trading Day prior to such originally specified Settlement Date as the Settlement Date, and (iv) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date

specified in such Settlement Notice is scheduled to occur prior to the earlier of (x) the date on which the Underwriter (as defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Forward

Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the Registration Statement (as defined in the Underwriting Agreement) with delivery of the Prospectus (as defined in the Underwriting Agreement) to the purchaser(s) thereof

and (y) the date that is 30 days following the Effective Date.

Notice Length:

hereunder; or

and an Overlap Unwind Period would occur with respect to one (but only one) Other Forward as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or

and an Overlap Unwind Period would occur with respect to two (but only two) Other Forwards as a result of the election of Cash Settlement or Net Share Settlement, as the case may be, hereunder; or