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					                     LOCAL BALANCING AUTHORITY AGREEMENT

This Local Balancing Authority Agreement (“Agreement”) is made effective as of the Effective
Date (as defined herein), by and between _________________(“Customer”), an
_______________ having a principal place of business at ______________________________
and Entergy Arkansas, Inc. (“EAI”), a company organized under the laws of the State of
Arkansas. Customer and EAI are individually referred to herein as “Party,” or collectively as
“Parties.”

                                          RECITALS

       WHEREAS, the Energy Policy Act of 2005 authorized FERC to approve Reliability
Standards with which users, owners, and operators of the bulk power system are required to
comply; and

       WHEREAS, FERC has approved certain Reliability Standards and associated
requirements proposed by NERC, the Electric Reliability Organization authorized by the Energy
Policy Act of 2005 to develop such standards; and

       WHEREAS, NERC holds entities responsible for compliance with particular Reliability
Standards based on the function those entities perform with respect to the operation of the bulk
power system; and

        WHEREAS, EAI will be the Local Balancing Authority (“LBA”) for the EAI LBA Area
that operates in the MISO Balancing Authority; and

      WHEREAS, the MISO First Revised Rate Schedule FERC No. 3 requires an LBA to
know the status of all resources, generation, and transmission available for use in its LBA Area;
and

         WHEREAS, Customer either (1) owns bulk electric facilities and is engaged in the
generation and sale of electric power and energy from those facilities; (2) is connected to such
facilities operated within the EAI LBA Area; and/or (3) serves load in the EAI LBA Area; and

        WHEREAS, the Parties desire to establish responsibility for maintaining compliance
with the applicable NERC Balancing Authority Reliability Standards and MISO requirements
within the EAI LBA Area;

        NOW, THEREFORE, in consideration of the promises and mutual covenants set forth
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties enter into this Agreement to document the inclusion of Customer’s
load and/or generation in EAI’s LBA Area and to make clear their respective obligations with
respect to each other for the applicable MISO Market and Reliability Standards:


1.     DEFINITIONS

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As used in this Agreement, the following defined terms shall have the meanings set forth
below; to the extent capitalized terms are used in this Agreement but are not included in
this section, those terms shall have the same definitions as set forth in the Midwest ISO
Tariff, Business Practice Manual or NERC Reliability Standards and Glossary of Terms,
provided that, in the event that the same term is defined differently in the Midwest ISO
Tariff and the NERC Glossary of Terms, the NERC Glossary of Terms definition shall
control:

1.1    “Affiliate” means any person or entity, any individual, corporation, partnership,
       firm, joint venture, association, joint-stock company, trust, or unincorporated
       organization, directly or indirectly controlling, controlled by, or under common
       control with a Party.

1.2    “Balancing Authority” or “BA” means the responsible entity that integrates
       resource plans, maintains load-interchange-generation balance within the MISO
       Balancing Authority, and supports the Eastern Interconnection frequency in real-
       time. For the purposes of this Agreement, the Balancing Authority is MISO.

1.3     “Business Day” means any day that is not a Saturday, Sunday, or NERC-
       recognized holiday.

1.4    “Customer Facility” means the generating and/or transmission facility or
       facilities together with the other property, facilities, and equipment owned and/or
       controlled by Customer on Customer’s side of the Points of Interconnection at
       transmission voltage, to the extent Customer owns and/or controls any generating
       or transmission facilities.

1.5    “Customer Load” means the load served by Customer in the EAI LBA Area.

1.6    “Dynamic Transfers” means the provision of the real-time monitoring,
       telemetering, computer software, hardware, communications, engineering, energy
       accounting (including inadvertent interchange), and administration required to
       electronically move all or a portion of the real energy services associated with a
       generator or load of one balancing authority area into another.

1.7    “Effective Date” means the date on which the EAI LBA Area integrates into
       MISO.

1.8    “Emergency” means an abnormal system condition that requires automatic or
       immediate manual action to prevent or limit the failure of transmission facilities
       or generation supply that could adversely affect the reliability of the Bulk Electric
       System.

1.9    “Energy Imbalance Service” means a service that is provided when a difference
       occurs between the Energy scheduled in the Day-Ahead Energy Market and the
       actual delivery of Energy to a Load located within the Midwest ISO Balancing
       Authority Area over a single hour in the Real-Time Energy Market. The
       Transmission Provider shall offer this service when Transmission Service is used

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       to serve Load within the Transmission Provider Region. Each Market Participant
       must purchase Energy Imbalance Service from the Transmission Provider.

1.10   “Energy Market” means the day-ahead and/or real-time energy markets operated
       by MISO.

1.11   “FERC” or “Commission” means the Federal Energy Regulatory Commission
       or its successor.

1.12   “Generating Unit(s)” means an individual electric generating unit or group of
       units and associated plant and apparatus with common connection points and
       meters whose electrical output is capable of being separately identified and
       metered that, in either case, is located within the EAI LBA Area, and capable of
       producing and delivering net energy (energy in excess of a generating station's
       internal power requirements) to the interconnected bulk electric transmission
       system.

1.13   “Good Utility Practice” means any of the practices, methods, and acts engaged
       in or approved by a significant proportion of the electric utility industry during the
       relevant time period, or any of the practices, methods, and acts which, in the
       exercise of reasonable judgment in light of the facts known at the time the
       decision was made, could have been expected to accomplish the desired result at
       the lowest reasonable cost consistent with reliability, safety, and expedition.
       Good Utility Practice is not intended to be limited to the optimum practice,
       method, or act to the exclusion of all others, but rather is intended to include
       acceptable practices, methods, or acts generally accepted in the region, but not
       necessarily codified.

1.14   “Local Balancing Authority” or “LBA” means an operational entity which is (i)
       responsible for compliance to NERC for the subset of NERC Balancing Authority
       Reliability Standards defined in Midwest ISO First Revised Rate Schedule FERC
       No. 3 for its local area within the Midwest ISO Balancing Authority Area, (ii) a
       Party to Midwest ISO First Revised Rate Schedule FERC No. 3, excluding the
       Midwest ISO, and (iii) shown in Appendix A of Midwest ISO First Revised Rate
       Schedule FERC No. 3.

1.15   “Local Balancing Authority Area” or “LBA Area” or “LBAA” means the
       collection of generation or resources, transmission systems, and loads within the
       metered boundaries of a Local Balancing Authority.

1.16   “Market Participant” or “MP” means an entity that (i) has successfully
       completed the registration process with the Transmission Provider and is qualified
       by the Transmission Provider as a Market Participant, (ii) is financially
       responsible to the Transmission Provider for all of its Market Activities and
       obligations, and (iii) has demonstrated the capability to participate in its relevant
       Market Activities.


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1.17   “Meter Data Management Agent” or “MDMA” shall mean an entity
       designated by the Market Participant that provides meter data, representing the
       Actual Energy Injections or Actual Energy Withdrawals at each Commercial
       Pricing Node (“CP Node”) for which it is designated, to the Transmission
       Provider on a Market Participant’s behalf.

1.18    “MDMA Services” means the collection of metering data from Customer and/or
       the meters described in Section 6.1 and the submission of metering data to MISO.
       The metering data to be collected as MDMA Services may include, but is not
       limited to, the data set forth in Appendix B.

1.19   “Midwest ISO Tariff” means the Commission-approved Midwest ISO Open
       Access Transmission, Energy, and Operating Reserve Markets Tariff, and any
       amendments thereto, pursuant to which MISO provides transmission service and
       operates the Energy and Operating Reserve Markets.

1.20   “MISO” or “Midwest ISO” means the Midwest Independent Transmission
       System Operator, Inc., or its successor.

1.21   “MISO Market” means the Energy and Operating Reserve Markets or markets
       operated by MISO under the Midwest ISO Tariff.

1.22    “NERC” means the North American Electric Reliability Corporation or its
       successor.

1.23   “Net Actual Interchange or “NAI” means the summation of all actual energy
       flow into and out of an LBA via interconnected tie points. Positive NAI indicates
       a LBA is a net exporter of energy and a negative NAI indicates a LBA is a net
       importer of energy.

1.24   “Non-MISO Balancing Authority” means the responsible entity that integrates
       resource plans ahead of time, maintains load-interchange-generation balance
       within its balancing authority area, and supports interconnection frequency in
       real-time, but is not within the Balancing Authority.

1.25   “Points of Interconnection” means the point or points at which the Customer
       Facility is connected to the transmission system, to the extent Customer owns or
       controls a Customer Facility or the point or points at which Customer takes
       delivery of energy from Transmission Provider’s Transmission System to serve
       Customer Load.

1.26    “Regulation and Frequency Response Service” means an ancillary service
       providing for the continuous balancing of resources (generation and interchange)
       with load and for maintaining scheduled interconnection frequency, which is
       accomplished by committing on-line generation whose output is raised or lowered
       (predominantly through the use of automatic generating control equipment) and
       by other non-generation resources capable of providing this service as necessary
       to follow moment-by-moment changes in load.

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     1.27   “Reliability Coordinator” The entity that is the highest level of authority that is
            responsible for the reliable operation of the Bulk Electric System, has the Wide
            Area view of the Bulk Electric System, and has the operating tools, processes and
            procedures, including the authority to prevent or mitigate Emergency operating
            situations in both next-day analysis and real-time operations. The Reliability
            Coordinator has the purview that is broad enough to enable the calculation of
            Interconnection Reliability Operating Limits, which may be based on the
            operating parameters of transmission systems beyond any Transmission
            Operator’s vision.

     1.28    “Reliability Standards” means those requirements, approved by the
            Commission, to provide for reliable operation of the bulk-power system.
            Reliability Standards, as that term is used in this Agreement, refers to the
            effective requirements and any modifications or revisions that may become
            effective following the Effective Date of this Agreement.

     1.29   “Revenue Meters” means the revenue meters installed or to be installed for the
            Customer Facility and/or Customer Load meeting the specifications and standards
            in Appendix A.

     1.30   “Revenue Quality Metering System” or “RQMS” means all metering
            equipment currently installed or to be installed at any of the Customer’s Facilities
            located within the EAI LBA and other associated equipment, including, but not
            limited to, current transformers (“CTs”), potential transformers (“PTs”), meter
            sockets, test switches, conduit for secondaries of metering CTs and PTs,
            secondary wiring of metering CTs and PTs, and terminal blocks necessary to
            measure the power flow into or out of the Customer Facility or Customer Load
            and to support the provision of data listed in Appendix B.

     1.31   “Remote Terminal Unit” or “RTU” means a microprocessor-controlled
            electronic device that interfaces objects in the physical world to a distributed
            control system or supervisory control and data acquisition system by transmitting
            telemetry data to the system, and by using messages from the supervisory system
            to control connected objects.

     1.32   “SERC Reliability Corporation” or “SERC” means the regional entity to
            which NERC has delegated authority, or its successor organization.

     1.33    “Transmission Provider” means the Midwest ISO or any successor
            organization.

2.   INCLUSION OF CUSTOMER FACILITY AND/OR CUSTOMER LOAD IN THE
     EAI LBA AREA

     2.1    LBA Area

            The Parties agree that, upon the Effective Date, Customer Load and/or Customer
            Facility – both at the Points of Interconnection – shall be added to and included in

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           EAI’s LBA Area and further agree that the inclusion of Customer Load and/or
           Customer Facility in EAI’s LBA Area shall continue until this Agreement is
           terminated by the Parties.



     2.2   Compliance with Orders

           As applicable, each Party shall be bound by the relevant interpretations and final
           orders of FERC and NERC, and by directives by MISO as Reliability Coordinator
           regarding the actions that are required to be taken by each Party in order to fulfill
           its obligations under this Agreement. For avoidance of doubt, an order is “final”
           when the order is no longer subject to a request for rehearing or judicial review.

3.   EAI LBA OBLIGATIONS

     3.1   General

           To the extent MISO, NERC or FERC institute an audit or investigation of
           Customer’s compliance with the requirements of the Reliability Standards and
           EAI LBA’s performance pursuant to this Agreement is related to Customer’s
           compliance, EAI LBA shall cooperate and provide reasonable support to
           Customer in connection with such audit or investigation, as well as any mitigation
           plans to the extent such mitigation plans are related to EAI LBA’s performance
           pursuant to this Agreement.

     3.2   LBA Responsibilities

           EAI LBA agrees to perform all requirements that are required of an LBA by the
           MISO First Revised Rate Schedule FERC No. 3, as amended from time to time.
           EAI, under this Agreement, assumes no obligation of performing any services for
           any functions on the Customer’s side of the Points of Interconnection with respect
           to either the Customer Load or Customer Facility other than those functions
           necessary to fulfill its duties as LBA.

     3.3   Compliance with Reliability Standards

           EAI shall comply with all applicable Reliability Standards and operate with Good
           Utility Practice in performing LBA services under this Agreement. EAI shall
           comply with any applicable directive of the Reliability Coordinator. EAI will
           provide prompt oral notice to Customer, with a written confirmation on request of
           the Customer, as promptly as practicable, of any such directive that materially
           affects the performance of reliability responsibilities of EAI LBA or Customer
           under this Agreement, provided that such notice is not a prerequisite to any action
           by EAI LBA.

4.   CUSTOMER OBLIGATIONS


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4.1   General

      To the extent EAI LBA requires information from Customer that is necessary for
      EAI LBA to comply with Reliability Standards as provided in this Agreement,
      Customer shall be responsible for providing the EAI LBA with the status of all of
      Customer’s applicable resources, generation, or transmission available for use
      within the EAI LBA Area. A summary that includes, but is not limited to,
      Customer’s responsibilities is set forth in Appendix C, which may be amended
      from time to time, as necessary to address changes in NERC Reliability
      Standards.

      To the extent MISO, NERC or FERC institutes an audit or investigation of EAI
      LBA’s compliance with the requirements of the Reliability Standards insofar as it
      relates to EAI LBA’s performance pursuant to this Agreement, Customer shall
      cooperate and provide reasonable support to EAI LBA in connection with such
      audit or investigation, as well as any mitigation plans to the extent such mitigation
      plans are related to EAI LBA’s performance pursuant to this Agreement.

      Customer shall comply with all operational instructions issued by MISO or by
      EAI LBA: (i) in EAI LBA’s capacity as an LBA; and (ii) in accordance with the
      directions of the Reliability Coordinator. Customer will cooperate and provide
      reasonable support to EAI LBA to enable EAI LBA to perform its LBA functions
      under this Agreement.

      Except in fulfillment of its obligations in this Agreement, EAI LBA is not
      obligated to act on behalf of the Balancing Authority, or on behalf of the
      Customer in communicating information to the Balancing Authority.

      Nothing contained in this Agreement prohibits Customer from engaging a third-
      party to perform MDMA functions on its behalf.

4.2   Customer Load or Customer Facility

      Customer will operate and maintain its facilities in accordance with Good Utility
      Practice and consistent with the requirements imposed by FERC, NERC and
      SERC Reliability Standards. Customer will inform EAI LBA as soon as
      practicable of any system disturbance or other event involving Customer’s service
      of the Customer Load or Customer Facility, which affects Customer’s
      performance of Customer’s reliability responsibilities under this Agreement.

4.3   Costs

      4.3.1   Direct Assignment Costs

              EAI LBA will directly bill and Customer will pay actual costs incurred by
              the EAI LBA, as defined in this section 4.3.1 and section 4.3.2 and which
              are appropriately assigned to Customer. Customer has the right to request
              documentation from EAI LBA related to any cost which EAI LBA seeks

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to directly assign to and collect from Customer and EAI LBA shall
comply with Customer’s reasonable requests.

All costs, as detailed in subsections below, as incurred by the EAI LBA
for the provision of the terms of this Agreement shall be borne by
Customer.

4.3.1.1   Physical, Logical, and/or Transactional Configuration or
          Operation Cost

Equipment and labor costs incurred by the EAI LBA in support of the
reliable implementation of any physical, logical, transactional including
third party transactions, configuration, or operational changes directly
associated with Customer Facility shall be borne by Customer.

4.3.1.2   Metering and Operating Data Costs

Customer shall [pay for OR own] all RQMS dedicated solely to the EAI
LBA metering. All costs associated with owning, operating, testing, and
maintaining RQMS and providing operating data to the EAI LBA shall be
the responsibility of the Customer. Specifications of such facilities will be
detailed in Appendix D.

4.3.1.3   Telecommunications Equipment Installation, Ownership, and
          Costs

[The EAI LBA OR Customer] will install, own, and maintain the Remote
Terminal Unit (“RTU”) and associated telecommunications equipment at
Customer’s Facilities. Customer shall install or cause to be installed and
pay for any phone lines and telecommunications circuits necessary for
transmission of the Customer metering data to the EAI LBA control
center, per the EAI LBA specifications and standards described in
Appendix A. Through such RTU, Customer shall provide the EAI LBA
with real-time operating data agreed to by the Parties and required by EAI
to perform its role as the EAI LBA. Except as provided in this
Agreement, the EAI LBA shall have no responsibility to provide such data
to a third-party.

4.3.1.4    Telecommunications Path Sharing Costs

In the event that the Customer elects to have the EAI LBA provide the
telecommunications path to transfer real-time operating data from the
Customer’s Facilities to the EAI LBA control center, either through EAI’s
existing telecommunications infrastructure or by other means, the
Customer may enter into a separate Telecommunications Sharing
Agreement with EAI LBA. The Telecommunications Sharing Agreement
shall set forth all of the terms and conditions for providing


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              telecommunication sharing to the Customer and shall set forth all charges
              applicable to the Customer for such sharing.

              Notwithstanding anything to the contrary in this Agreement, any Dynamic
              Transfer or telemetry communications between Customer and Balancing
              Authority shall occur directly between such Customer and Balancing
              Authority.

      4.3.2   Schedule 24 Costs

              EAI LBA may seek to recover costs that are properly billed and recovered
              pursuant to Schedule 24 or such other rate schedule of the Midwest ISO
              Tariff provided those costs are not directly assigned to any Customer.

4.4   Customer Output

      4.4.1   Interchange Schedules

              EAI LBA is not responsible for any of Customer’s interchange schedules.

      4.4.2   Dispatch Signals

              If applicable, Customer shall receive dispatch signals from MISO for
              energy and Ancillary Service deployment. Except as provided in this
              Agreement, EAI LBA assumes no responsibility for transmitting dispatch
              signals from MISO to Customer. EAI LBA requires visibility of
              Customer dispatch signals as part of the LBA function in the MISO BA.



4.5   Notification of Customer Operator

      Customer will provide the EAI LBA with written notification of the entity
      responsible for the offering and management (Generation Dispatcher) of real-time
      Customer Facility operations to the extent Customer owns or operates a Customer
      Facility.

4.6   Notice of Changes

      Within five (5) Business Days of providing notification to MISO of any change
      with regard to the physical, logical, and/or transactional configuration of
      Customer Facilities or its operations, Customer shall provide the EAI LBA with
      written notification of such change. Changes to the physical, logical, and/or
      transactional configuration of Customer Facilities or its operations shall include,
      but are not limited to, metering points, dispatch, settlement locations (CP Nodes),,
      ratings, or modeling. The EAI LBA shall use best efforts to implement and make
      such changes effective on a timeline consistent with the implementation timeline
      of MISO.

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       Nothing within this Section 4.6 is intended to supersede any otherwise applicable
       Customer requirement to notify MISO of changes to the physical, logical, and/or
       transactional configuration of Customer Facilities or its operations.



4.7    Dynamic Transfers

       For energy export transactions outside of the MISO Energy Market that require
       Dynamic Transfers, the EAI LBA shall use best efforts to implement the
       requested dynamic transfer within one hundred and eighty (180) calendar days of
       receiving notice from Customer, providing the dynamic transfer can be
       implemented in accordance with applicable tariffs and Reliability Standards.
       Parties will work in good faith to develop processes and procedures to implement
       export transactions with all affected entities. Any true-up of energy settlement
       between Customer and its customer shall be handled by separate agreement.

       For the avoidance of doubt, Customer shall retain and provide EAI LBA with
       such data or information as specified in any facilities study associated with the
       Dynamic Transfer or as specified in writing by EAI LBA to Customer from time
       to time, that EAI LBA may reasonably require in order to obtain actual
       interchange data from Customer that EAI LBA is to report to MISO in order to
       satisfy the EAI LBA requirements.

4.8    Residual Load

The Midwest ISO calculates Residual Load hourly for each LBA pursuant to the terms of
the MISO Tariff and BPM. The EAI LBA is not responsible for the costs of Residual
Load assigned by Midwest ISO. The EAI LBA will allocate its Residual Load
assignment for the EAI LBA Area to each Market Participant of the EAI LBA Area
based on each Market Participant’s pro-rata, on an hourly energy basis, share of the
Residual Load. EAI LBA will allocate Residual Load to Customer’s Market Participant
pursuant the process described in Appendix E. Market Participants will account for their
pro-rata share of Residual Load through making a Residual Load Adjustment, as directed
by the EAI LBA. The process for making a Residual Load Adjustment is described in
Appendix E. Nothing in this section 4.8 or Appendix E precludes the EAI LBA from
allocating residual load to Market Participants with pseudo-tie out of EAI LBA.

Each Market Participant is expected to correct any metering discrepancies before noon
OD-54 for the S-55 settlement statement. The EAI LBA will utilize the S-55 settlement
and Residual Load Account report to perform Residual Load allocation. This does not
preclude Market Participants from making metering changes after the S-55 date up to
close of S-105 window as the MISO rules allow. Any metering change during this
period, which cause residual load, will be directly assessed a financial charge to cover
additional residual load.

4.9    NERC Regulation and Compliance

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           Except and only to the extent that EAI LBA has expressly assumed the
           obligations of complying with Reliability Standards pursuant to this Agreement,
           EAI LBA undertakes no responsibility for complying with the Reliability
           Standards (i) applicable to the functions for which Customer is a Registered
           Entity; and (ii) for the Customer Facility, regardless of whether or not Customer
           has registered as a Registered Entity for such reliability functions.

5.   OPERATIONAL COORDINATION

     5.1   Local Balancing Authority Obligations

           EAI LBA shall perform its duties consistent with Good Utility Practice. EAI
           LBA may, consistent with the procedures described in Section 4.9 of the
           Balancing Authority Agreement and Good Utility Practice, take whatever actions
           or inactions with regard to EAI LBA Area that it deems reasonably necessary
           during an Emergency in order to: (i) preserve public health, safety, and welfare;
           (ii) preserve the reliability of EAI LBA Area; and (iii) expedite the restoration of
           electric service within the EAI LBA Area or adjacent LBA Areas.

     5.2   Operational Directives

           EAI LBA is responsible for operating its LBA Area in a secure and reliable
           manner. Customer shall comply with the directives of EAI LBA. EAI LBA may
           relay reliability directives from the MISO or other appropriate entities.

     5.3   Emergency Notification

           EAI LBA shall provide Customer with prompt notification of an Emergency that
           may reasonably be expected to affect Customer’s operation of a Customer
           Facility, to the extent EAI LBA is aware of the Emergency. Customer shall
           provide EAI LBA with prompt notification of an Emergency that may reasonably
           be expected to affect EAI LBA or adjacent transmission systems, to the extent
           Customer is aware of the Emergency. Such notification shall describe the
           Emergency, the extent of the damage or deficiency if known, its anticipated
           duration, and the corrective action taken and/or to be taken.

     5.4   Disturbances and Asset Protection

           Customer retains responsibility for protection of any of its Critical Cyber Assets,
           as defined in the effective Reliability Standard as approved by FERC. Customer
           shall identify to EAI LBA any such Critical Cyber Assets that may be reasonably
           expected to affect EAI LBA before the Effective Date of this Agreement, using
           the effective Reliability Standard criteria. To the extent any Customer Facilities
           that may be reasonably expected to affect EAI LBA are designated Critical Cyber
           Assets after the Effective Date of this Agreement and pursuant to a final
           determination that is no longer subject to regulatory or judicial review, Customer
           shall identify such assets to EAI LBA as soon as practicable after such
           designation.

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5.5   Forecasts

      5.5.1   Seven (7) Day Forecast

              Customer shall provide to EAI LBA the same forecasts of output and
              Customer Load that Customer provides to MISO and on the same basis as
              provided to MISO.

      5.5.2   Next Operating Day

              The EAI LBA forecast may rely on the MISO-published Next-Day
              Security Analysis Report (as defined in the MISO Business Practice
              Manual) to confirm Customer’s projected operations; provided, however,
              that Customer shall notify the EAI LBA of any change to the operational
              plan submitted to MISO that may affect the next operating day.

      5.5.3   Planned Maintenance

              At such time as Customer provides any planned resource maintenance
              schedule to MISO, Customer shall submit a copy of such schedule, or
              change in schedule, to the EAI LBA.

5.6   Hourly Energy Checkout

      5.6.1   Process

              To the extent applicable, on or before 0030 hours Central Time (daylight
              saving or standard time, whichever is prevailing), Customer shall provide
              to the EAI LBA Customer’s actual hourly Customer Load and energy
              output from RQMS for the previous operating day.

      5.6.2   Obligations

              Subject to Section 6.2 of this Agreement, Customer and the EAI LBA
              shall agree on the hourly energy input/output from RQMS of a Customer
              Facility. Pending the resolution of any discrepancy or dispute, for the
              purposes of this Agreement the EAI LBA record of hourly energy
              input/output shall be the value utilized by the Parties.

      5.6.3   MISO Market Settlement

              If the MISO Market Settlement differs from the hourly energy
              input/output from the RQMS of a Customer Facility, EAI LBA shall
              notify Customer of such discrepancy and the Parties shall agree on the
              corrected data and timeframe for Customer to submit the corrected data, if
              applicable, to MISO in accordance with the Midwest ISO Tariff.

5.7   Development of Processes and Procedures

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           The Parties agree to jointly develop processes and procedures to effect the terms
           of this Agreement as applicable.

     5.8   Inspection and Auditing Procedures

           5.8.1 Customer shall provide EAI LBA with access to its books and records and
           facilities as necessary to allow EAI LBA to determine compliance with this
           Agreement. Such access shall be upon reasonable notice, at reasonable times and
           under reasonable conditions.

           5.8.2 EAI LBA shall provide Customer with access to its books and records and
           facilities as necessary to allow the Customer to determine compliance with this
           Agreement. Such access shall be upon reasonable notice, at reasonable times and
           under reasonable conditions.



6.   METERING, COMMUNICATIONS, AND OPERATING DATA

     6.1   Metering

           6.1.1   Equipment

                   [The EAI LBA OR Customer] shall install (or cause to be installed), own,
                   operate, test, and maintain RQMS and the Revenue Meters to be used at
                   each Customer Facility, Customer load, or both. Instrument transformer
                   test results shall be provided by Customer to EAI LBA. Changes in
                   RQMS specifications shall be submitted to EAI LBA for approval, which
                   approval shall not be unreasonably withheld.

           6.1.2   Static data

                   Customer shall maintain a current one-line diagram of any Customer
                   Facility, including interconnection facilities to the transmission system
                   and metering equipment locations, and shall provide the EAI LBA with a
                   copy of the current one-line diagram.

           6.1.3   Meter Testing

                   The EAI LBA may test or require the testing of the Revenue Meter every
                   twelve (12) months. The accuracy of registration for the revenue meter
                   shall be maintained to a range of 99.5% to 100.5%. At the reasonable
                   request of either Party, special meter tests of RQMS shall be made (a
                   “Special Meter Test”). If any Special Meter Test discloses the metering
                   device to be registering within acceptable limits of accuracy as specified
                   hereinafter, then the Party who requested the Special Meter Test shall bear
                   the expense thereof. Otherwise, the expense of such test shall be borne by
                   Customer.

                                     13                                  Version 2-24--13
              Representatives of the Parties shall be afforded an opportunity to be
              present at all routine meter tests or Special Meter Tests, and upon
              occasions when any readings for purposes of settlements hereunder are
              taken. The EAI LBA shall provide Customer with at least ten (10)
              Business Days written notice prior to any testing and shall permit
              Customer the opportunity to be present during such testing.

      6.1.4   Access to Equipment

              EAI LBA shall be permitted reasonable access to RQMS in accordance
              with Customer access requirements and other requirements.

6.2   RQMS Problems

      In the event the RQMS data stream to EAI LBA is interrupted, Customer shall act
      immediately to resolve the interruption or effect repairs.

      In the event RQMS is not functioning and EAI LBA has an alternate data source
      representative of the Customer values, EAI LBA and Customer shall use EAI
      LBA alternate data, if such data is reasonably acceptable to Customer and
      identified in Appendix B to this Agreement, or another source of data acceptable
      to both Parties, as the record of hourly energy output of Customer Facility or
      input onto Customer Load facilities. Absent agreement on an alternate data
      source, EAI LBA will use reasonable judgment to estimate substitute values in
      order to satisfy its LBA responsibilities to MISO. Notwithstanding the foregoing,
      Customer and EAI LBA shall take good faith steps to agree upon substitute values
      that would replace any estimated values provided to MISO by EAI LBA. If
      Customer and EAI LBA are unable to agree upon substituted values within seven
      (7) calendar days, Customer may pursue the Dispute provisions of this Agreement
      set forth in Section 8.

6.3   Metering Inaccuracy

      A discrepancy outside the range of ninety-nine and five tenths percent (99.5%) to
      one hundred and five tenths percent 100.5% is to be considered a metering
      inaccuracy. Corrections consistent with the EAI LBA’s alternate data source(s)
      will take effect back to the known start of the metering inaccuracy or one hundred
      and five (105) calendar days, whichever is less.

      6.3.1   Corrections to Metering Inaccuracies

              Transactions to correct metering inaccuracies shall be trued-up and settled
              as energy transactions in accordance with the Midwest ISO Tariff and the
              MISO Business Practice Manuals unless otherwise approved by FERC.

6.4   Communications Equipment

      6.4.1   Remote Terminal Unit

                                14                                  Version 2-24--13
                    Modifications to the RTU(s) and associated communications equipment
                    may be proposed by either Party and may be implemented with prior
                    written approval of the non-proposing Party, which approval shall not be
                    unreasonably withheld.

                    Detailed design drawings shall be submitted by the Party proposing the
                    modifications no later than ninety (90) calendar days prior to the
                    modification. The proposed modifications shall be reviewed and approved
                    or rejected within thirty (30) calendar days. Unless otherwise agreed, the
                    modifications are to be made by Customer. As-built drawings shall be
                    provided within one hundred and twenty (120) calendar days of
                    completing the modifications. Through the RTU(s) and associated
                    communications equipment, Customer shall provide EAI LBA with real-
                    time operating and accumulator data as specified by the LBA and as
                    currently identified in Appendix B.

            6.4.2   Access to Equipment

                    EAI LBA shall be permitted reasonable access to the RTU(s) and
                    associated communications equipment in accordance with Customer
                    access requirements and other requirements.

7.   INVOICES

     On or before the tenth (10th) calendar day of each quarter, EAI LBA will forward to
     Customer a statement setting forth the expenses incurred on Customer’s behalf and which
     are properly directly assigned to Customer as provided in Section 4.3.1 of this Agreement
     for the previous calendar quarter. On or before the thirtieth (30th) calendar day after the
     date of the invoice, Customer shall remit payment in full to EAI LBA. All invoices shall
     be paid in full unless there is a dispute as to such bills. In the event of a billing dispute,
     Customer shall (i) continue to make all payments not in dispute, and (ii) pay into an
     independent escrow account the portion of the invoice in dispute, pending resolution of
     such dispute. Any such billing disputes shall not be affected by the closing of the
     settlement period as set forth in the MISO Tariff.

8.   DISPUTES

     Subject to the provisions of Arkansas law, disputes arising out of or in connection with
     this Agreement shall be resolved as follows:

     8.1    Submission

            In the event either Party has a dispute, or asserts a claim, that arises out of or in
            connection with this Agreement, or its performance hereunder, such Party shall
            provide the other Party with written notice of the dispute or claim (“Notice of
            Dispute”). Such dispute or claim shall be referred to a designated senior
            executive officer of each Party for resolution by mutual agreement of the
            designated senior executive officers on an informal basis as promptly as

                                       15                                    Version 2-24--13
           practicable after receipt of the Notice of Dispute by the other Party. In the event
           the designated senior executive officers of the Parties are unable to resolve the
           claim or dispute through unassisted or assisted negotiations within sixty (60)
           calendar days of the other Party’s receipt of the Notice of Dispute, such claim or
           dispute may be submitted to FERC or a court of competent jurisdiction for
           resolution.



9.   GENERAL PROVISIONS

     9.1   Notice

           Any notice, request, or demand between the Parties made in accordance with any
           provision hereof, except as otherwise provided herein, may be given either orally
           or in writing. Any notice, request, or demand given orally shall be confirmed in
           writing, by mail addressed to the person listed below or to such person or persons
           as may be designated from time to time by the Parties.

           (a) Notice to EAI LBA shall be addressed to:




           (b) Notice for real-time coordination:
                  EAI LBA




           (c) Notice to Customer shall be addressed to:




           (d) Notice for real-time/operational issues




     9.2   Agreement Execution

           This Agreement may be executed in multiple counterparts, each as an original,
           and shall be binding upon the successors and permitted assigns of the respective
           Parties hereto.

     9.3   Successors and Assigns; Assignment

                                     16                                  Version 2-24--13
      No rights of either Party hereunder shall be assigned by it without the prior
      consent in writing of the other Party, which consent shall not be unreasonably
      withheld. Neither Party, however, shall withhold its consent to any such
      assignment if its rights hereunder will not be adversely affected thereby.

      Notwithstanding the forgoing, no such consent shall be required for:

      (a) Any assignment or transfer of this Agreement by Customer or the EAI LBA
      to an Affiliate; or

      (b) Any assignment of this Agreement by Customer as collateral security for
      obligations under the financing documents entered into with such lenders,
      provided, however, that any requisite regulatory authorization for such
      assignment is granted prior to such assignment.

9.4   Performance under this Agreement

      Except for the obligation to make any payments or to comply with Reliability
      Standards under this Agreement, neither Party shall be considered to be in default
      or breach of this Agreement or liable in damages or otherwise responsible to the
      other Party for any delay in or failure to carry out any of its obligations under this
      Agreement if, and only to the extent that, the Party is unable to perform or is
      prevented from performing by an event of Force Majeure, as defined in section
      9.5 of this Agreement.

      A Party alleging non-performance under this Agreement shall provide written
      notice of such of non-performance within seven (7) calendar days to the alleged
      non-performing Party. The alleged non-performing Party then shall have seven
      (7) calendar days (or some other time period agreed to by the Parties) to correct
      the non-performance or to dispute the allegation of non-performance pursuant to
      the provisions of Section 8 of this Agreement.

      If a Party fails to correct the non-performance or fails to dispute the allegation of
      non-performance or the Party is found to be a non-performing Party through the
      dispute resolution provisions in Section 8 and fails to correct the non-performance
      as provided above then the party shall be considered to be in default.

      A Party may seek appropriate remedies in court, including, but not limited to,
      specific performance and equitable relief, in the event of a default by the other
      Party.

9.5   Force Majeure

      The term “Force Majeure” means an event or circumstance that prevents one
      Party from performing its obligations, which event or circumstance is not within
      the reasonable control of, or the result of the negligence of, the claiming Party,
      and which by the exercise of due diligence, or Good Utility Practice, the claiming
      Party is unable to avoid, cause to be avoided, or overcome. If a Party is unable to

                                17                                    Version 2-24--13
      perform actions under this Agreement due to the actions of an independent third
      party (e.g. not a consultant or Affiliate of the Party), that shall be considered a
      Force Majeure. Any Party rendered unable to fulfill any of its obligations by
      reason of a Force Majeure shall give immediate notice of its inability to perform
      to the other Party and shall exercise due diligence to remove such inability within
      a reasonable time period.

      In the event either Party fails to perform its obligations due to a Force Majeure, in
      addition to the notice described in the prior paragraph, such Party shall provide
      the other Party written notice that provides details of the event of Force Majeure,
      identifies the obligations it cannot perform, and such other information the other
      Party may reasonably request within ten (10) Business Days of the event of Force
      Majeure.

9.6   Books and Records

      The Parties shall keep and maintain books and records of actions taken to comply
      with the provisions of this Agreement and make such books and records available
      in response to any discrepancy or disputes. Such books and records shall be
      maintained for a period of no less than five (5) years. In the event either Party is
      subject to a NERC audit, the other Party shall cooperate and supply books and
      records as may be reasonably requested.

9.7   Limitation of Liability

      For purposes of Sections 9.7 and 9.8 of this Agreement, the term
      “Representatives” shall mean, with respect to a Party or any Affiliate of such
      Party, the officers, shareholders, directors, agents, contractors, members and
      employees thereof.

      EAI LBA, its Affiliates, and Representatives, in acting in their role as the LBA,
      shall not be liable, whether based on contract, indemnification, warranty, equity,
      tort, strict liability, or otherwise, to Customer, its Affiliates, and Representatives
      for damages including, without limitation, legal fees and litigation costs and
      incidental, consequential, punitive, special, multiple, exemplary, or indirect
      damages arising or resulting from any act or omission of EAI LBA, its Affiliates,
      or their Representatives in any way associated with this Agreement including, but
      not limited to, any act or omission of EAI LBA, its Affiliates, or their
      Representatives that results in an interruption, deficiency, or imperfection of
      service, or billing error, except in the case of gross negligence or intentional
      wrongdoing of EAI LBA.

      EAI LBA, its Affiliates, and their Representatives shall not be liable for damages
      arising out of actions under this Agreement including, but not limited to, any act
      or omission that results in an interruption, deficiency, or imperfection of service,
      or billing error, occurring as a result of conditions or circumstances beyond the
      control of EAI LBA, its Affiliates, and their Representatives or an electric system

                                18                                    Version 2-24--13
      design common to the domestic electric utility industry or electric system
      operation practices or conditions common to the domestic electric utility industry.
      Without limiting the previous paragraph, EAI LBA, its Affiliates, and their
      Representatives shall not be liable for acts performed or omissions made in
      compliance with or based on attempts to comply with directives of the Reliability
      Coordinator.

      Customer, its Affiliates and their Representatives, in taking any responsive action
      to implement or comply with the terms of this Agreement or with the directives or
      requirements of the EAI LBA or Reliability Coordinator, shall not be liable to
      EAI LBA, its Affiliates, or their Representatives, whether based on contract,
      indemnification, warranty, equity, tort, strict liability, or otherwise, for damages
      including, without limitation, legal fees and litigation costs, incidental,
      consequential, punitive, special, multiple, exemplary, or indirect damages arising
      or resulting from any act or omission in any way associated with this Agreement
      including, but not limited to, any act or omission of Customer, its Affiliates, or
      their Representatives that results in an interruption, deficiency, or imperfection of
      service.

      The limitations set forth in this Section 9.7 are subject to the provisions of
      Arkansas law. In addition, the limitations set forth in this Section 9.7 do not and
      shall not be construed to limit either Party's indemnification obligations in Section
      9.8 of this Agreement for third-party claims and losses relating to bodily injury to,
      or death of, any person, or damage to property.

9.8   Indemnification

      Subject to the provisions of Arkansas law, Customer shall at all times indemnify,
      defend, and save EAI LBA, its Affiliates, and their Representatives harmless from
      any and all damages, losses, claims, including claims and actions relating to
      injury to or death of any person or damage to property, demands, suits, recoveries,
      costs and expenses, court costs, attorney fees, and all other obligations by or to
      third parties arising out of or resulting from the performance of EAI LBA’s
      services, undertakings or obligations under this Agreement on behalf of Customer
      except to the extent due to the negligence or intentional wrongdoing of EAI LBA,
      its Affiliates, or their Representatives.

9.9   Penalties and Liability

      As LBA, EAI LBA is responsible for paying any monetary penalty imposed by
      FERC, NERC, or SERC for violation of any of the BA Reliability Standards: (i)
      applicable to EAI LBA; or (ii) applicable to or as a result of the inclusion of any
      Customer Facility or Customer Load in EAI’s LBA Area pursuant to this
      Agreement. EAI LBA shall provide Customer written notice of any such
      monetary penalty imposed upon EAI LBA by FERC, NERC, or SERC.
      Notwithstanding anything to the contrary in this Agreement, if Customer’s acts or
      omissions are responsible in whole or in part, for EAI LBA’s failure to comply

                                19                                   Version 2-24--13
       with such BA Reliability Standards, Customer shall be responsible for that portion
       of the monetary penalty that is proportionate to Customer’s comparative
       responsibility for the violation. Customer shall reimburse EAI LBA for
       Customer’s share of any such monetary penalties within thirty (30) calendar days
       of Customer’s receipt of written notice from EAI LBA of the monetary penalty
       assigned to Customer, provided that, if Customer initiates dispute resolution
       regarding EAI LBA’s assignment of such penalty, no payment shall be due until
       thirty (30) days following resolution of such dispute resolution.

       If FERC, NERC, or SERC imposes a monetary penalty on Customer for the
       violation of an applicable Reliability Standard and the acts or omissions of EAI
       are responsible for Customer’s failure to comply with such Reliability Standard,
       EAI shall be responsible for that portion of the monetary penalty that is
       proportionate to EAI LBA’s comparative responsibility for the violation. EAI
       shall reimburse Customer for EAI LBA’s share of any such monetary penalties
       within thirty (30) calendar days of EAI LBA’s receipt of written notice from
       Customer of the monetary penalty assigned to EAI LBA, provided that, if EAI
       LBA initiates dispute resolution regarding Customer’s assignment of such
       penalty, no payment shall be due until thirty (30) days following resolution of
       such dispute resolution.

9.10   Waivers

       Any waiver, or any delay short of the statutory period of limitation in asserting or
       enforcing any right under this Agreement, or any waiver of a breach of any term
       in this Agreement, will not be considered (1) a waiver of a further breach of the
       same term, or (2) a waiver of a breach of any other term.

9.11   Severability

       Each provision of this Agreement shall be interpreted, to the maximum extent
       permitted by applicable law, such that each provision is valid and enforceable
       under applicable law. Any invalid or unenforceable provision of this Agreement
       shall be ineffective only to the extent of such invalidity or unenforceability and
       shall be deemed reformed and modified to the limited extent required under
       applicable law to permit its validity and enforcement in a manner most closely
       representing the intention of the Parties as expressed herein. The invalidity or
       unenforceability of any provision of this Agreement shall not affect the validity or
       enforceability of any other provision of this Agreement.

9.12   Amendments

       This Agreement may be amended only by written documents signed by both
       Parties.



9.13   Entire Agreement
                                 20                                   Version 2-24--13
       This Agreement and its Appendices contain the entire understanding between the
       Parties with respect to the EAI LBA function.

9.14   Third Party Beneficiaries

       This Agreement confers no rights or remedies on any third party, other than the
       Parties to this Agreement and their respective successors and permitted assigns.

9.15   Titles and Headings

       Titles and headings are inserted in this Agreement for reference purposes only,
       and must not be used to interpret this Agreement.

9.16   Governing Law

       This Agreement shall be governed by the laws of the State of Arkansas as if
       executed and to be wholly performed therein.

9.17   Prevailing Provisions

       Customer remains subject to the provisions contained in this Agreement
       notwithstanding any alternative contractual arrangements that exist between EAI
       and Customer. To the extent that any provisions therein differ and/or contradict
       any provisions in this Agreement, nothing therein modifies or otherwise limits the
       duties applicable to Customer under this Agreement.

9.18   Term

       This Agreement shall become effective upon the later of the Effective Date or
       acceptance by the FERC, and shall continue in effect while Customer is within the
       EAI LBA Area. This Agreement, including the rates, terms and conditions,
       charges and classifications of service hereunder shall be subject to the approval of
       FERC under Section 205 of the Federal Power Act, and shall become effective on
       the date as designated by FERC. EAI agrees to file this Agreement as an EAI rate
       schedule or service agreement within a reasonable time period following
       execution of this Agreement by the Parties. Nothing in this Agreement shall limit
       the rights of the Parties under any applicable provision of the Federal Power Act
       or FERC’s rules and regulations thereunder.

9.19   Termination

       This Agreement may be terminated upon mutual agreement by the Parties.
       Notwithstanding the foregoing, Customer or EAI LBA may terminate this
       Agreement by providing written notice to the other Party no less than one (1) year
       prior to the desired termination date. In the event EAI LBA provides Customer
       with a termination notice, Customer will make reasonable efforts to transition into
       another MISO LBA or to a Non-MISO BA prior to the termination notice date,
       however, in no case will this Agreement terminate prior to such transition.

                                 21                                   Version 2-24--13
9.20   Change in LBA Designation; Costs

       Customer shall provide the EAI LBA written notification of its intent to transition
       the Customer Facility(ies) or some portion of the Customer Facility into a
       different MISO LBA or to a Non-MISO BA. Upon the EAI LBA’s receipt of
       notification, the EAI LBA, Customer, and Customer’s new Local Balancing
       Authority designee will set a transition date that permits all required entities to
       comply with applicable regulatory and technical requirements as well as any
       restrictions with respect to timing that may be imposed by MISO. The Parties
       will make reasonable efforts to effectuate the change in Local Balancing
       Authority designation within six (6) months, subject to any required NERC
       certifications and timing related thereto.

       Customer shall bear all EAI LBA costs associated with a change in the Local
       Balancing Authority designation of Customer, unless EAI LBA has sought to
       unilaterally terminate this Agreement in which case each Party shall bear its own
       costs.

9.21   Survival of Indemnification

       The provisions of this Agreement related to any indemnification obligation shall
       survive the termination of this Agreement or the withdrawal of a Party to the full
       extent necessary for their enforcement and the protection of the Party in whose
       favor they run with regard to actions or inactions occurring prior to the effective
       date of the termination or withdrawal, except that in the case of withdrawal of the
       Customer, any action or claim against that Customer related to this Agreement
       shall commence within three (3) years of the effective date of the withdrawal.

9.22   Material Modification of Duties

       In the event of a material change in the duties imposed upon Balancing
       Authorities by NERC, SERC, MISO, a regulatory authority, or similar entity that
       directly affects the terms of this Agreement, the Parties agree to renegotiate such
       terms contained herein as may be impacted by such change.



9.23   Confidentiality

       Personnel of EAI performing functions under this Agreement shall keep all
       information received from Customer or other entities relating to its performance
       under this Agreement confidential and shall not disclose such information to
       Market Participants (including marketing personnel that are part of the same
       company as EAI). EAI, its directors, officers, employees, contractors, and agents
       shall adhere to the Standards of Conduct set forth as Appendix A to the Midwest
       ISO TO Agreement with regard to all activities related to this Agreement.



                                 22                                   Version 2-24--13
              EAI LBA will not share any information provided by Customer pursuant to this
              Agreement with any person that is considered a “Marketing Function Employee”
              as that term is defined 18 C.F.R. § 358.3.

_________________________
By:     __________________

Title: __________________
Date:


ENTERGY ARKANSAS, INC.
By:     __________________

Title: __________________
Date:




                                      23                                Version 2-24--13
                                          APPENDIX A

                                           METERING

1)     Meters shall meet or exceed the latest versions of American National Standard Institute

(ANSI) C12.1 (Code for Electricity Metering), C12.10 (Physical Aspects of Watthour Meters -

Safety Standard), and C12.20 (Electricity Meters 0.2 and 0.5 accuracy class). Where differences

exist between requirements of C12.1, C12.10, and C12.20, the requirements of C12.20 shall

prevail.

2)     Current transformers used for metering shall meet or exceed an accuracy class of three

tenths of one percent (0.3%) and shall be of extended-range type. Equipment connected to the

current transformer shall not affect the accuracy of the current transformer by exceeding the

burden rating of the current transformer. Instrument transformers shall comply with the latest

version of the applicable ANSI Standards including C57.13-IEEE Standard Requirements for

Instrument Transformers, and C12.11-Instrument Transformers for Revenue Metering 10kV

through 350kV BIL. The manufacturer shall include accuracy and burden class information on

the nameplate of each device. Current transformers for Local Balancing Authority metering

shall be dedicated exclusively for the operation of this meter.

3)     Voltage or potential transformers used for metering shall meet or exceed an accuracy

class of three tenths of one percent (0.3%). Equipment connected to the potential transformer

shall not affect the accuracy of the potential transformer by exceeding the burden rating of the

potential transformer.   Instrument transformers shall comply with the latest version of the

applicable ANSI Standards including C57.13-IEEE Standard Requirements for Instrument

Transformers, C12.11-Instrument Transformers for Revenue Metering 10kV BIL through 350kV

BIL, and C93.1-Power Line Carrier Coupling Capacitors and Coupling Capacitor Voltage
Transformers (CCVT). The manufacturer shall include accuracy and burden class information

on the nameplate of each device.

4)     If loss compensation is required, the Parties will mutually agree on the compensation

values to be programmed into the meters. The values registered and reported from the meters

shall be the compensated values.
                                         APPENDIX B

Revenue Quality Metering Data (Instantaneous and Pulse Accumulator Telemetry)

DNP Points

Delivered MWH
Received MWH
Delivered MVARH
Received MVARH
Previous Delivered MWH
Previous Received MWH
Previous Delivered MVARH
Previous Received MVARH
Instantaneous +/- MW (4 Sec. Real time updates).
Instantaneous +/- MVAR (4 Sec. Real time updates).
Instantaneous +/- MVA (Based on Delivered Power).
Instantaneous +/- MVA (Based on Received Power).
Instantaneous +/- PF (Based on Delivered Power)
Instantaneous +/- PF (Based on Received Power).
Instantaneous Phase A VOLTS
Instantaneous Phase B VOLTS
Instantaneous Phase C VOLTS
Instantaneous Phase A AMPS
Instantaneous Phase B AMPS
Instantaneous Phase C AMPS

Additional Data

       Changes to this data may occur depending on future RTU or meter availability; provided

that such changes are consistent with this Agreement.

Data to be Provided to EAI LBA

       Customer Facility status, analog and accumulator data.

       Customer must deliver data to EAI LBA as follows:

              For real-time operations: (i) Customer must provide four (4) second data with

               respect to Customer Facility’s that provide ancillary services; and (ii) Customer

               must provide five (5) minute data with respect to units that provide energy for

               dispatch and are not qualified to provide reserves.
   Customer shall provide validated and integrated hourly data within two (2)

    Business Days after the hourly data’s operating day.
                                                APPENDIX C
                                         MATRIX OF RESPONSIBILITIES



      Administrative Matrix for Local Balancing Authority


      Local Balancing Authority-Entergy Arkansas, Inc. (“EAI LBA”)
      Reliability Coordinator/Transmission Provider-Midwest ISO (“MISO”)
      Meter Data Management Agent-EAI

      [The table below will be revised on a Customer-specific basis]

                            E/P/C and         Cost for          O&M        O&M        Data
                            Ownership         Installation                 Costs
Revenue Meter               Customer          Customer          Customer   Customer   EAI Meter Data to MISO
Revenue Quality Meter       Customer          Customer          Customer   Customer   N/A
System CT, PT,
switches, conduit,
terminal blocks
RTU and                     Customer          Customer          Customer   Customer   Telemeter by dedicated
Telecommunications                                                                    circuits to EAI (reactive
                                                                                      power, status, analog and
                                                                                      accumulator values)
If applicable, SCADA        Customer          Customer          Customer   Customer   SCADA PI system link to
PI System, fiber optic                                                                EAI frame relay protocol
cable, frame relay box
                                    APPENDIX D
                                OWNERSHIP OF METERS


As contemplated in Section 6.1 of this Agreement, the ownership and responsibilities to operate,
test, and maintain the following RQMS, Revenue Meter, and associated equipment are as
follows:

          Equipment                         Ownership                   CP Node Assignment
                                       APPENDIX E

          RESIDUAL LOAD ALLOCATION AND ADJUSTMENT PROCESSES

Section 4.8 of the Agreement provides that Residual Load assigned to the LBA Area (Assigned
RL) by MISO shall be (i) allocated to each Customer/Market Participant (“MP”) in the LBA
Area on a pro-rata basis, and, if applicable, (ii) recovered from each MP through an RL
Adjustment, as directed by the LBA.

Assigned RL Allocation Process:

   1.   No later than Close of Business Operating Day +56 (“COB+56”), the LBA shall
        calculate, for each CPNode, including any virtual CPNodes, in the LBA Area, a CPNode
        Compensated (adjusted) Meter Value (“CPCMV”) associated with the Assigned RL. The
        sum of the CPCMV for all of the CPNodes in the LBA Area will have the effect of
        bringing the Assigned RL to a value of zero.


   2.   The LBA shall calculate CPCMV as follows:
           a. LBA will download the Residual Load Account Statement (RLAS) received from
              MISO on or before OD +55. The RLAS includes, for each hour of the day: (1)
              an hourly CPNode meter value (CPMV) for each CPNode of every MP included
              in the LBA, and (2) the Assigned RL for the LBA as determined by MISO.
           b. LBA will sum the absolute value of all CPMVs in the LBA for each hour of the
              day, as posted in the RLAS, to determine a total sum of MWs injected
              and withdrawn for each hour (Total I/W MW).
           c. LBA will divide each CPMV, as posted in RLAS, by the Total I/W MW, for each
              hour, to produce a ratio share for each CPNode (CPRS).
           d. LBA will calculate a Residual Load adjustment for each CPNode (CPRLA) by
              multiplying the Allocated RL by the CPRS.
           e. LBA will calculate the CPCMV by adding the CPRLA to the CPMV.
           f. LBA will forward all CPCMVs to the MDMA for each CPNode in the LBA Area
              on or before COB OD +56.

RL Adjustment Process:

   1.   On or before COB OD +56, the LBA will forward to the MP the CPCMV for each
        affected CPNode. CPNodes that have '0' or non-compensated values will not have a
        CPCMV computed.

   2.   Each MP shall require its MDMA to submit to MISO the CPCMV for each affected
        CPNode by noon OD+104 to ensure inclusion in MISO’s s-105 Settlement Statement.
3.   The LBA will determine whether the MP (or its MDMA) timely submitted the CPCMV
     to MISO for inclusion in MISO’s s-105 Settlement Statement by reviewing the
     MISO Residual Load Account Statement produced after the s-105 date.

4.   Any CPNodes that have values that do not match the CPCMV as allocated by the LBA,
     or if the CPCMV is not reflected in MISO’s s-105 Settlement Statement,, then the LBA
     will invoice the MP owning the affected CPNode an amount reflecting the economic
     value of the CPRLA. The economic value will be calculated based on the following
     calculation: (CPCMV * LMP @ CPNode for residual load adjustment).

				
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