SERVICE AGREEMENT

Exhibit 10(d)40

SERVICE AGREEMENT

                            THIS AGREEMENT, made and entered into by and between Entergy Services, Inc. (hereinafter referred to as Services) a corporation organized under the laws of the State of Delaware, and Entergy Gulf States Louisiana, L.L.C. (hereinafter referred to as Client Company) a limited liability company organized under the laws of the State of Louisiana with its principal place of business at 446 North Boulevard, Baton Rouge, Louisiana 70802.

WITNESSETH THAT:

                            WHEREAS, in 1963, the Securities and Exchange Commission entered an order under the Public Utility Holding Company Act of 1935 authorizing the organization and conduct of business of Services, a wholly-owned subsidiary of Entergy Corporation (hereinafter referred to as Entergy or the Entergy System); and

                            WHEREAS, Services is organized, staffed and equipped to render services as herein provided to Entergy and its associated companies (hereinafter referred to as Client Companies), with whom Services is entering into agreements in the form hereof; and

                            WHEREAS, economies and increased efficiencies will result from the performance by Services of certain services for the Client Companies; and

                            WHEREAS, Services is willing to render such services at cost, determined in accordance with applicable rules and regulations of the Federal Energy Regulatory Commission (hereinafter referred to as the Commission) under the Federal Power Act, as amended by the Public Utility Holding Company Act of 2005 (hereinafter referred to as the Act) except that there will be no charge for the use of the initial equity capital of Services amounting to $20,000;

                            NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein, the parties hereto agree as follows:

                            I.         AGREEMENT TO FURNISH SERVICES

• • • • Services agrees to furnish to Client Company, upon the terms and conditions hereinafter set forth, such of the services described in Exhibit I hereto at such times, for such periods and in such manner as Client Company may from time to time require. (Reference herein to Exhibit I shall mean said Exhibit as it shall be in effect from time to time with amendments thereof or supplements thereto). Services will, as and to the extent required for Client Company, keep itself and its personnel available and competent to render such services to Client Company, to the extent it may be authorized so to do by Federal and State agencies having jurisdiction. Services will also provide for Client Company such special services not described in Exhibit I as Client Company may require and which Services concludes it is competent to perform.

        In supplying the various services provided for under this agreement, Services may arrange for the services of such executives, accountants, financial Advisers, technical advisers, attorneys, engineers and other persons with the necessary qualifications and experience as are required for or pertinent to the rendition of such services.

        Services, after consultation with Client Company, may arrange for the services of non-affiliated experts, consultants and attorneys in connection with the performance of any of the services supplied under this agreement.

                            II.         AGREEMENT TO TAKE SERVICES

• • • • Client Company agrees to take from Services such of the services described in Exhibit I as are required from time to time by the Client Company. Client Company further agrees to take from Services such other general or special services, whether or not described in Exhibit I and whether or not now contemplated, as Client Company may from time to time require and Services shall conclude it is competent to perform.

                            III.       COMPENSATION AND ALLOCATION

• • • • As compensation for services rendered (as provided in Section II above) to it by Services, Client Company hereby agrees to pay to Services the cost of such services. Bills will be rendered for the amount of such costs on or before the 15 ^th day of the succeeding month and will be payable on or before the 25 ^th day of such month. The methods for the determination and the allocation of the cost of services to be paid by Client Company are set forth in Exhibit II hereto.

                            IV.       CLIENT COMPANIES

• • • • Client Companies will consist of Entergy and its associated companies; all such companies will be served at cost as provided in Section III and Exhibit II.

                            V.        TERM OF AGREEMENT - MODIFICATION

• • • • This agreement shall become effective as of January 1, 2008, and shall continue until terminated as of the end of any calendar year by either party giving to the other at least 60 days written notice of its intention so to terminate.

        This agreement shall be subject to the approval of any state commission or other regulatory body whose approval is, by the laws of said state, a legal prerequisite to the execution and delivery or the performance of this agreement.

         

                            IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the 1st day of January, 2008.

                                                                                                                                                                ENTERGY SERVICES, INC.

                                                                                                                        By: /s/ Gary J. Taylor                                                
                                                                                                                        Name: Gary J. Taylor
                                                                                                                        Title:    President

• • • • • • • • • • • •  

                        ENTERGY GULF STATES
                        LOUISIANA, L.L.C.

                        By: /s/ E. Renae Conley                                            
                        Name: E. Renae Conley
                        Title:    President and Chief
                                   Executive Officer

Exhibit I

DESCRIPTION OF SERVICES WHICH WILL BE PROVIDED BY
ENTERGY SERVICES, INC.
UNDER THIS AND SIMILAR SERVICE AGREEMENTS

1. 1. Consultation and advice on financial planning, sale of securities

   2. and temporary cash investments, including assistance in connection with

      the preparation, printing and filing of appropriate documents with

      regulatory authorities, and provision of liaison with financial community;

       

   3. Consultation and advice on budgeting and preparation of

   4. long-range forecasts;

       

   5. Consultation and advice on employee benefit plans;
       
   6. Consultation and advice with respect to regulatory matters, particularly

   7. those involving the Securities and Exchange Commission or the Federal

      Energy Regulatory Commission, and provision of liaison and assistance

      in processing matters with the staffs of such commissions;
       

   8. Planning assistance and advice in the filed of nuclear activities including

   9. coordination or research programs and other activities in such field;
       

   10. Liaison with special counsel representing operating companies in

   11. proceedings involving the Entergy System and with consultants

       retained to prepare testimony and other data for use in such proceedings;
        

   12. Operation of a communications and public relations department and

   13. placing of Entergy System national advertising;
        

   14. Tax services relating to preparation and filing of returns for federal and

   15. state income taxes and declaration of estimated income taxes; studies of

       adequacy of tax accruals; and assistance in connection with audit of

       returns by Internal Revenue Service and State Tax Agencies;
        

   16. Insurance consulting and advisory services relating to fire and allied

   17. lines of insurance, casualty and surety insurance, and employee benefit

       insurance;
        

   18. General consultation on management, business problems and strategic

   19. planning;
        

   20. Consultation on special accounting problems;
        
   21. Statistical services, such as study of comparative operating results,

   22. and up-dating annually System statistical data;

   23. Preparation of maps;
        
   24. General advisory engineering services including system planning,

   25. operation, fuel supply and construction management;
        

   26. Operation of a System Operations Center for the control of bulk

   27. power supply and load dispatching within the System and with

       Interconnected systems;
        

   28. Planning assistance and advice with respect to System sales of power

   29. under the interconnection agreements among the operating companies

       and acting on behalf of the operating companies in dealing with other

       electric utilities with relation to the sale, purchase or exchange of bulk

       electric power and energy;
        

   30. Operation of a data processing Computer Center to serve the Entergy System;
        
   31. Consultation and advisory services with respect to rate studies, rate

• • • design, cost studies, load research, weather analysis, economic studies,

      forecasts of intra-system transactions, and computer rate analysis

      programs; and

(19) Consultation, advice and services with respect to internal auditing.

• • • • • • • • • • • • Exhibit II

                         

METHODS OF ALLOCATING COSTS AMONG CLIENT COMPANIES
RECEIVING SERVICE UNDER THIS AND SIMILAR SERVICE
AGREEMENTS WITH ENTERGY SERVICES, INC. (SERVICES)

1. The costs of rendering service by Services will include all costs of doing business including interest on debt but excluding a return for the use of Services' initial equity capital amounting to $20,000.
2. (a) Services will maintain a separate record of the expenses of each department. The expenses of each department will include:

1. • • 1. those expenses that are directly attributable to such department,
       2. an appropriate portion of those office and housekeeping expenses that are not directly attributable to a department but which are necessary to the operation of such department, and
       3. an appropriate portion of those expenses of other Services' departments necessary to support the operation of the department.

2. 1. Expenses of the department will include salaries and wages of employees, including social security taxes, vacations, paid absences, sickness, employee disability expenses, and other employee welfare expenses, rent and utilities, desktops, telephones, materials and supplies, and all other expenses attributable to the department.
   2. Departmental expense will be categorized into one of three classes:

1. • • 1. those expenses which are directly attributable to specific services rendered to a Client Company or group of Client Companies (Departmental Direct Costs),
       2. those expenses which are attributable to the overall operation of the department and not to a specific service provided to Client Companies (Departmental Indirect Costs) (these expenses include not only the salaries and wages of employees, but also other related employment costs described in Section 2 (b) above), and
       3. those expenses which are attributable to the operation of other departments of Services as well as to a specific service provided to the Client Companies (Departmental Support Service Costs).

2. 1. The indirect expenses of the department will not include:

1. • • 1. those incremental out-of-pocket expenses that are