Enexus Energy CORP Watch

from 10-12B/A 6 pages Form of 2008 Equity Ownership and Long Term Cash Incentive Plan of Enexus Energy Corporation and Subsidiaries

from 10-12B/A 6 pages In Furtherance of Our Discussions, This Letter Agreement Sets Forth the Terms and Conditions of Our Conditional Offer of Employment With the New Legal Entity Expected to Be Established in 2008 to Own the Non-Utility Nuclear Business Contemplated to Be Spun Off From Entergy Corporation in a Separate Transaction. for Purposes of This Agreement, the New Legal Entity Shall Be Referred to as “Enexus.” Provided Enexus Has Been Legally Formed, the Spin-Off Occurs, and You Have Met All of the Terms and Conditions for Employment With Enexus as Set Forth Below, Your New Full-Time Position Is Contemplated to Be Senior Vice President, Administration & Corporate Support (Cao), Reporting to Richard J. Smith, With Your Job Location in Jackson, Ms. the Details of Employment Under This Agreement (The “Agreement”) Are Set Forth Below and Shall Supersede Any Other Oral or Written Employment Offers, Representations, Agreements or Communications Related to Current or Future Enexus Employment That You May Have Received From, or Entered Into With, Entergy Services, Inc. (“Esi”), or Any Other Affiliate or Subsidiary of Entergy Corporation (Collectively, the “Entergy System,” and Each an “Entergy System Company”) Prior to the Execution of This Agreement, Which Prior Offers, Representations, Agreements or Communications You Acknowledge Are Without Effect. the Date Upon Which You Execute This Agreement Indicating Your Acceptance of the Conditional Offer of Employment With Enexus Shall Be the Effective Date of the Agreement. We Are Excited to Offer You This Opportunity and Feel That You Can Add Tremendous Value to the Enexus Team Being Assembled. 1. Compensation and Benefits: If the Contingencies Set Forth Below Are Met, and You Become Employed by Enexus Under This Agreement, Your Employment Shall Be At-Will, and Your Compensation, Benefits and Incentive Package Is Anticipated to Be as Follows, Subject to Required Approvals

from 10-12B/A 5 pages In Furtherance of Our Discussions, This Letter Agreement Sets Forth the Terms and Conditions of Our Conditional Offer of Employment With the New Legal Entity Expected to Be Established in 2008 to Own the Non-Utility Nuclear Business Contemplated to Be Spun Off From Entergy Corporation in a Separate Transaction. for Purposes of This Agreement, the New Legal Entity Shall Be Referred to as “Spinco.” Provided Spinco Has Been Legally Formed, the Spin-Off Occurs, and You Have Met All of the Terms and Conditions for Employment With Spinco as Set Forth Below, Your New Full-Time Position Is Contemplated to Be Chief Operating Officer, Reporting to Richard J. Smith, With Your Job Location in Jackson, Ms. the Details of Employment Under This Agreement (The “Agreement”) Are Set Forth Below and Shall Supersede Any Other Oral or Written Employment Offers, Representations, Agreements or Communications Related to Current or Future Spinco Employment That You May Have Received From, or Entered Into With, Entergy Services, Inc. (“Esi”), or Any Other Affiliate or Subsidiary of Entergy Corporation (Collectively, the “Entergy System,” and Each an “Entergy System Company”) Prior to the Execution of This Agreement, Which Prior Offers, Representations, Agreements or Communications You Acknowledge Are Without Effect. the Date Upon Which You Execute This Agreement Indicating Your Acceptance of the Conditional Offer of Employment With Spinco Shall Be the Effective Date of the Agreement. We Are Excited to Offer You This Opportunity and Feel That You Can Add Tremendous Value to the Spinco Team Being Assembled. 1. Compensation and Benefits: If the Contingencies Set Forth Below Are Met, and You Become Employed by Spinco Under This Agreement, Your Employment Shall Be At-Will, and Your Compensation, Benefits and Incentive Package Is Anticipated to Be as Follows, Subject to Required Approvals

from 10-12B/A 8 pages Further to Our Discussions, This Letter Agreement Sets Forth the Terms and Conditions of Our Contingent Offer of Employment With Enexus Energy Corporation (“Enexus”), the Non-Utility Nuclear Business Contemplated to Be Spun Off From Entergy Corporation on Terms Approved by the Board of Directors of Entergy Corporation (The “Spin Transaction”). the Details of Employment Under This Agreement (The “Agreement”) Are Set Forth Below and Shall Supersede Any Other Oral or Written Employment Offers, Representations, Agreements or Communications That You May Have Received From, or Entered Into With, Any Affiliate or Subsidiary of Entergy Corporation (Collectively, the “Entergy System,” and Each an “Entergy System Company”) Related to Current or Future Enexus or Entergy System Company Employment Prior to the Execution of This Agreement, Which Prior Offers, Representations, Agreements or Communications You Acknowledge Are Without Effect. the Date Upon Which You Execute This Agreement Indicating Your Acceptance of the Contingent Offer of Employment With Enexus Shall Be the Effective Date of the Agreement. We Are Excited to Offer You This Opportunity and Feel That You Can Add Tremendous Value to the Enexus Team Being Assembled. 1. Employment Overview

from 10-12B/A 65 pages Form of Employee Matters Agreement by and Among Entergy Corporation, Enexus Energy Corporation and Equagen LLC Dated as of , 2008

from 10-12B/A 31 pages Form of Corporate Services Agreement Between Entergy Services, Inc. and Equagen, LLC Dated as of , 2008

from 10-12B/A 29 pages Form of Shared Services Agreement Between Equagen, LLC and Entergy Services, Inc. Dated as of , 2008

from 10-12B/A 41 pages Form of Shared Services Agreement Between Equagen, LLC and Entergy Operations, Inc. Dated as of , 2008

from 10-12B/A 57 pages Amended and Restated Operating Agreement Between Owner, and Enoi LLC Operator

from 10-12B/A 57 pages Form of Limited Liability Company Agreement of Equagen LLC Dated as Of

from 10-12B/A 35 pages Joint Venture Formation Agreement by and Among Entergy Corporation, Enexus Energy Corporation, and Equagen LLC Dated as of , 2008

from 10-12B/A 23 pages Form of Transition Services Agreement by and Between Entergy Corporation and Enexus Energy Corporation Dated as of , 2008