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A service of UWUA Local 369 for shareholders and others concerned about runaway executive pay at Entergy Corporation

2007-08-15T18:54:00.002-04:00

A shareholder reform proposal submitted by Utility Workers Union of America Local 369 to Entergy Corp. won 43.4% approval from shareholders at the company's May 2, 2008, annual meeting.

The Union's proposal called for an advisory shareholder vote at every annual meeting to ratify the compensation awarded to the Company's top executive officers. Based on this strong show of support from shareholders for the resolution, the Union plans to introduce the resolution again for Entergy's 209 annual meeting.

We believe that a shareholder vote each year on executive compensation would give investors a powerful vehicle to voice their concerns about executive pay at the Company, and would also encourage the directors to begin to rein in excessive compensation for top officers.

Please read on for more information about this proposal.

Shareholder Proposal

2007-08-14T10:07:00.001-04:00

UWUA Local 369 Proposal for 2008 Annual Meeting of Entergy Shareholders

The shareholder proposal and supporting statement, as submitted by UWUA Local 369 for the 2008 annual meeting, provided:

Shareholder Proposal

RESOLVED, that the shareholders of Entergy urge the Board of Directors to adopt a policy that the shareholders be given an opportunity at each annual meeting to vote on an advisory resolution, to be proposed by Entergy management, to ratify the compensation of the named executive officers as set forth in the summary compensation table in the Company’s proxy statement.

The resolution submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation awarded to any executive officer.

Supporting Statement

We believe executive compensation at our Company has become clearly excessive. During 2006, for example, the Board awarded CEO Wayne Leonard $14.8 million in total compensation, including stock awards and options worth $9.0 million, incentive plan payments of $2.2 million, base salary of $1.2 million, and other compensation.

This was significantly higher than top executive pay at other comparable utility companies. For example, Dominion Resources awarded its CEO less than half of Mr. Leonard’s total compensation, despite earning $5.5 billion more in revenue and $247 million more in net income.

Entergy awarded significantly more compensation to our CEO in 2006 than each of the following larger utility companies (based on annual revenue):

Company	Total CEO Pay (millions)	Annual Revenue (millions)
Consolidated Edison	$4.7	$12,137
Dominion Resources	7.3	16,482
PG&E	8.0	12,539
Southern Co.	7.9	14,356
Entergy Corp.	14.8	10,932

We also believe that, as an investor-owned public utility, Entergy must be especially sensitive to the goodwill of regulators and the public, and that any perception of excessive pay for top executives could damage our Company’s business and reputation.

For example, during 2006 Entergy successfully lobbied state and local authorities for $200 million in federal funds to help repair the devastation caused by Hurricane Katrina to the Company’s New Orleans subsidiary. The same year, Entergy awarded more than $27 million in compensation to only five top executives – the equivalent of almost 14% of this entire federal bailout for Entergy New Orleans.

We believe an advisory vote on executive compensation would give shareholders a powerful means to communicate their views to directors, and could also help curb excessive executive pay. This vote would supplement shareholders’ existing right to communicate directly with directors, and in our view would be a far more effective method of communicating shareholder concerns over executive compensation at our Company.

Verizon Communications and Aflac insurance company have adopted policies granting shareholders non-binding votes on executive compensation, starting in 2009. A majority of shareholders voting at Activision, Blockbuster, Ingersoll Rand, and Motorola voted in favor of similar shareholder proposals during 2007. This proposal is comparable, moreover, to the procedure followed in Australia and the U.K., where shareholders at public companies are permitted to cast advisory votes every year on the "directors' remuneration report."

We believe Entergy shareholders should also be able to register their views each year on executive compensation, and therefore urge shareholders to vote FOR this proposal. For more information, please visit our website at www.entergypaywatch.org.

FREQUENTLY ASKED QUESTIONS

2007-08-13T10:31:00.002-04:00

What would this proposal do?

This proposal urges Entergy’s board of directors to adopt a policy that would allow the Company’s shareholders to vote at each annual meeting on an advisory resolution to ratify the compensation of the “named executive officers,” as set forth in the summary compensation table included in the proxy statement.

This annual vote would be advisory only, and would be proposed every year by management.

We believe this proposal – sometimes referred to in the media as “say on pay” – would give Entergy shareholders a powerful means to communicate their views on executive compensation, and could help persuade the Board of Directors to curb excessive pay for top executives at the Company.

Is the proposal binding?

No – our proposal only urges the Board of Directors to adopt the proposal as policy. We believe that Entergy directors will pay attention to the views of shareholders, and that a strong shareholder vote in favor of this resolution will encourage the Board to adopt this common sense proposal as corporate policy.

Who are the “named executive officers”?

Under SEC rules, the Company is required to disclose in its proxy statement total compensation awarded to its “named executive officers.” In general, this includes the principal executive officer, the principal financial officer, and the three most highly compensated executive officers other than the principal executive officer and principal financial officer.

The Company’s proxy statement each year discloses total compensation awarded to these executives in a “summary compensation table.”

Have shareholders at other companies voted in favor of “say on pay”?

Yes. A majority of shareholders voting at many well-known companies during 2007 and 2008 have voted in favor of similar proposals, including Activision, Apple, Blockbuster, Ingersoll-Rand, Motorola, Par Pharmaceutical, Valero Energy, and Verizon Communications.

In addition, directors at Aflac, Blockbuster, Par, RiskMetrics, and Verizon have all approved policies granting shareholders a "say on pay." In May 2008, Aflac became the first U.S. company to conduct a "say on pay" shareholder vote on the company's executive compensation plan.

Isn't there a bill pending in Congress to give shareholders an advisory vote on executive compensation?

Yes. In April 2007, the U.S. House of Representatives passed the Shareholder Vote on Executive Compensation Act, which would grant shareholders a non-binding vote each year to approve the compensation of top executives at publicly-traded companies. The bill (H.R. 1257) passed the House by a vote of 269-134 on April 20, 2007. A companion bill was introduced in the Senate (S. 1181) the same month, and was referred to the Senate Committee on Banking, Housing and Urban Affairs.

The Shareholder Vote on Executive Compensation Act is sponsored in the House by Representative Barney Frank (D-MA) and in the Senate by Senator Barack Obama (D-IL).

We believe that Entergy should take the lead in adopting this corporate governance reform, regardless of what happens to this bill in the Congress.

What about other countries?

Australia and the United Kingdom require public companies to conduct advisory shareholder votes each year on the “directors’ remuneration report,” which discloses executive compensation. Although these votes are non-binding, we believe they provide public company shareholders in those countries a powerful vehicle to deliver their views on executive pay to the directors.

Our proposal urges that Entergy shareholders should have a similar opportunity to register their views every year on the compensation paid to the Company’s top executives.

If enacted, would this proposal replace shareholders’ ability to communicate directly with Entergy directors on compensation issues?

No – obviously shareholders could continue to communicate directly with Entergy directors and management on executive pay or any other subject.

In our view, however, a formal shareholder vote each year would provide a more effective means for shareholders to communicate their views on executive compensation, in addition to the random communications Entergy might also receive from individual shareholders.

In addition, this vote would provide directors with useful information concerning shareholders’ views on executive compensation at Entergy that is not otherwise available. We think the proposal therefore clearly promotes the best interests of both the Company and its shareholders.

What does Entergy say about the proposal?

In the Company’s 2008 proxy statement, Entergy’s board of directors argued against our resolution, claiming in part that adopting the proposal might create the “impression” among senior executives that their compensation opportunities “could be limited or negatively affected,” while opportunities at competing companies “would not be similarly constrained.”

We believe this argument is specious, especially considering the extravagant compensation that Entergy directors have awarded to our senior executives. During 2007, Entergy directors approved total compensation for CEO Wayne Leonard worth $26.2 million – an increase of more than 77% over Leonard’s total compensation of $14.8 million in 2006.

In addition, Entergy argues that an advisory shareholder vote would not provide any “meaningful insight” into specific shareholder concerns. We strongly disagree.

When Blockbuster adopted its “say on pay” policy in March 2008, that company’s CEO stated the policy “will not only improve dialogue with our shareholder base, it will also provide our Board with valuable feedback on our compensation policies. . . .” Similarly, Aflac’s CEO asserted in 2007 that an annual advisory vote “is a helpful avenue for our shareholders to provide feedback on our pay-for-performance compensation philosophy and pay package.”

We believe that Entergy shareholders should also have a formal opportunity every year to express their concerns over executive pay at our Company. After all, if directors believe they have successfully aligned executive compensation with shareholder interests, what could be more fair than asking shareholders if they agree?

Another Day Another $100,721

2007-08-12T10:27:00.007-04:00

AN ANALYSIS OF TOTAL 2007 COMPENSATION FOR CEO WAYNE LEONARD AND OTHER TOP ENTERGY EXECUTIVES

According to Entergy’s 2008 proxy statement, the Board of Directors awarded CEO Wayne Leonard total compensation worth $26.2 million during 2007. This amounted to an increase of more than 77% over Leonard’s total compensation of $14.8 million in 2006.

Leonard’s 2007 compensation package included the following:

Salary	$1,216,443
Stock Awards	15,727,171
Option Awards	2,468,256
Non-Equity Incentive Plan Payments	1,815,480
Change in Pension Value	4,879,200
Other Compensation	80,960
Total	$26,187,510

Leonard’s 2007 compensation works out to $100,721 per day, or $12,590 per hour.

Entergy awarded more than $42 million during 2007 to only five top executives:

J. Wayne Leonard	Chairman & CEO	$26,187,510
Leo P. Denault	Executive VP & CFO	4,047,338
Mark T. Savoff	Executive VP – Operations	3,428,297
Richard J. Smith	Group President – Utility Operations	4,339,499
Gary J. Taylor	Executive VP – Chief Nuclear Operator	4,312,078
Total		$42,314,722

We believe that these amounts are clearly excessive, and moreover that even a public perception that an investor-owned public utility such as Entergy is awarding excessive pay to top executives can be damaging to our Company’s business and reputation.

Following the devastation caused by Hurricane Katrina in 2005, for example, Entergy successfully lobbied public officials for $200 million in taxpayer-funded relief to help repair the damage to Entergy New Orleans.

In Entergy’s 2008 proxy statement, our Board cited this $200 million in federal funds as one of the reasons directors approved these executive pay levels. In other words, Entergy executives scored a big payday in part because the Company succeeded in persuading public regulators to finance recovery costs from this tragic natural disaster.

During 2006 and 2007, Entergy’s Board of Directors awarded the equivalent of nearly 35% of the entire federal bailout for Entergy New Orleans as compensation packages for only five employees over this two-year period.

In our view, it is unseemly for a public utility holding company to award such excessive compensation to a handful of top executives – especially at a time the Company is lobbying public officials for taxpayer relief from a catastrophic natural disaster.

We also think Entergy’s executive compensation is excessive in comparison to comparable utility companies.

For example, Public Service Enterprise Group (PSEG) awarded its CEO less than one-fifth the value of Mr. Leonard’s total compensation during 2007, despite earning more in total revenue and in net income.

In fact, each of the following utility companies awarded less compensation to their CEOs during 2007, despite posting higher total revenues and net income:

Utility Industry CEO Compensation – 2007 (ranked by CEO pay) (in millions)

Company	Total CEO Pay	Annual Revenue	Net Income
Entergy Corp.	$26.2	$11,484	$1,135
Exelon	19.5	18,916	2,736
FirstEnergy Corp.	15.6	12,802	1,309
Dominion Resources	15.1	15,674	2,539
Southern Co.	11.0	15,353	1,734
FPL Group	10.5	15,263	1,312
Duke Energy	9.9	12,720	1,500
PSEG	5.1	12,853	1,335

ABOUT UWUA LOCAL 369

2007-08-11T10:14:00.001-04:00

UWUA Local 369 represents over 3,000 working men and women in the utility and related industries throughout Massachusetts, including employees at Entergy’s Pilgrim Nuclear Station in Plymouth. We are affiliated with the Utility Workers Union of America, which represents other Entergy employees at the Company’s Indian Point nuclear plants in Buchanan, New York, and at its Palisades nuclear plant near South Haven, Michigan. Like Local 369, many UWUA members at Pilgrim and other Entergy facilities are Entergy shareholders.