Code of Entegrity

You And Entergy 

A. Overview

As an Entergy employee or representative, you have a responsibility to protect Company assets, whether in the form of information, records, electronic files, copyrights, or physical property. You also have an obligation to avoid activities that create conflicts of interests with your duty to act in the best interest of Entergy. In addition, you must help maintain the integrity of Entergy’s business records by promptly, fully and accurately preparing the records. You should also be aware of the Company’s Disciplinary Policy that can be used in the event of a violation of the law, this Code or a System Policy.

The discussions that follow in this section of the Code summarize some of the Company’s key System Policies relating to your responsibilities to Entergy. Please read and understand the details of any of the System Policies referenced below that affect your work.

Policies relating to the protection of Company assets, including physical property and information:

• ACCOUNTING
• AFFILIATE INTERACTIONS
• BANK ACCOUNTS
• BUSINESS CONTINUITY PLANNING
• BUSINESS TRAVEL
• COMMUNICATIONS SYSTEMS
• CORPORATE CONTRIBUTIONS
• CORPORATE RISK STANDARDS
• DISCLOSURE CONTROLS AND PROCEDURES
• DISCLOSURE POLICY FOR COMPLIANCE WITH REGULATION FD
• ELECTRONIC INFORMATION SECURITY
• INSIDER TRADING
• INTERNET AND SOCIAL MEDIA
• INVESTMENT RECOVERY
• LEGAL ENTITY MANAGEMENT & COMPLIANCE
• POLITICAL ACTIVITY - CONTRIBUTIONS LOBBYING AND ELECTIVE OFFICE
• PRIVACY POLICY
• PROTECTION OF COMPANY PROPERTY
• PROTECTION OF INFORMATION
• REAL ESTATE
• RECORDS MANAGEMENT AND RETENTION
• REIMBURSEMENT OF BUSINESS EXPENSES
• TIME ENTRY AND PAY
• TRANSPORTATION

System Policies relating to conflicts of interests:

• BUSINESS COURTESIES
• CONFLICTS OF INTERESTS
• POLITICAL ACTIVITY - CONTRIBUTIONS, LOBBYING AND ELECTIVE OFFICE
• SERVICE ON BOARDS OF UNAFFILIATED ENTITIES

System Policies relating to disciplinary actions:

• DISCIPLINE
• EMPLOYMENT AT WILL
• ISSUE RESOLUTION

B. Company Property

You are responsible for protecting Company property from theft, fraud, unauthorized access and use, damage, and destruction. Company property includes, but is not limited to, Entergy credit cards, tools, materials, supplies, equipment, software, trade secrets, and services provided by contractors. Also included are trademarks or inventions made using Company facilities or resources, and copyrighted works created as an assigned employment duty or by using Company facilities or resources. The misuse or theft of Company property or disclosure of trade secrets or other confidential and proprietary Company information affects the Company’s profitability and, ultimately, all of our jobs. You may not offer Company property, loans, or unpaid Company services to persons outside the Company or to an employee or agent of another company without prior written approval of senior management. Unauthorized or improper use of Company material, time, equipment, credit cards, procurement cards or other property is prohibited. All Company property must be returned to the Company at the termination of employment.

C. Protection of Company Information and Confidential Information

Information is a Company asset that is essential to providing customer service, building competitive advantage, developing new products and services, and compiling and reporting accurate data. You are entrusted with this information and have a responsibility to prevent its misuse, theft, or improper disclosure. You must take every care in handling, discussing, or transmitting sensitive or confidential information that could affect the Company, other employees, our customers, the business community, or the general public. Disclosure of financial information could influence the actions of shareholders and potential investors and possibly violate securities laws. Only designated Company spokespersons are authorized to release information of this nature. Unauthorized disclosure of personal information belonging to customers, employees, vendors, and other individuals could create unintended liability, and must be reported to the Ethics line immediately. Additionally, other information may be restricted from disclosure by Entergy regulated subsidiaries to Entergy competitive subsidiaries (also see YOU AND THE GOVERNMENT - Affiliate Transactions). Your responsibility to hold Entergy’s confidential information as confidential is a continuing obligation even if your employment relationship with Entergy ends. This provision is not intended to restrict an employee's rights under any federal, state or local labor or employment law, or regulation, to discuss his or her salary, wages, hours and other terms and conditions of employment with nonemployees or with other employees.

D. E-Mail Communications

There are many different ways to communicate today - including paper mail, e-mail, voice mail, telephone and our old standby, face-to-face conversation. The best way to send your message may vary under different sets of circumstances. You should take extra precaution when sending sensitive messages via e-mail because distribution is virtually impossible to control. One guide would be to consider whether you would want your e-mail message published in the paper and attributed to you. If you intend to limit distribution, you should at least include specific instructions on distribution limitations. Employees should consider Entergy's core values “act with integrity” and “treat people with respect” to help ensure against including in messages any material that is inappropriate, untrue or disparaging to third parties or to Entergy.

E. Employee Records

The Company’s employee records are considered confidential and shall be used and maintained in a manner consistent with applicable laws and regulations. Employee records are Company-owned and include personnel files and their contents, performance evaluations, salary level, medical data and other information pertaining to individual employees and their employment with the Company. Employee records may be accessed and/or disclosed to individuals having a legitimate business reason to review the information contained in those records. These individuals include, but are not limited to, persons involved in hiring and/or promotion decisions; persons involved in the Company’s succession planning process; persons involved in investigating allegations of employee misconduct; and persons involved in making disciplinary recommendations/decisions. Finally, this provision is not intended to prohibit an employee from discussing his or her salary, wages, hours and other terms and conditions of employment with nonemployees, or with other employees, pursuant to the employee’s rights under any federal, state or local labor or employment law or regulation.

F. Accounting and Business Records

Entergy requires compliance with generally accepted accounting principles and its internal system of accounting and auditing controls. Accurate, reliable information and records are critical to meeting the financial, legal and management obligations of the Company and they are necessary to fairly reflect the Company’s transactions. You must promptly, completely, and accurately prepare all reports or other documents, whether prepared in electronic or paper format, and including documents such as vouchers, reimbursement requests, bills, timesheets, performance and payroll reports, benefit enrollment forms and all other Company books and records in accordance with applicable policies and directives. Records must not be false, misleading, artificial or incomplete. Entering false or misleading information is prohibited. You are expected to cooperate fully with all Company investigations and to provide truthful information upon request.

G. Records Management and Retention

You must manage and protect records in accordance with the Company’s Records Management and Retention policy and applicable law. As described in the Policy, a record may not be kept longer than its assigned retention period unless the record is on hold as the result of pending or anticipated litigation. All records pertaining to pending or anticipated litigation, governmental audit or investigation must be preserved. You must contact the Legal Services Department immediately if you learn that litigation or any government investigation is threatened or started against Entergy.

H. Corporate Risk Controls

The Corporate Risk Control Standards Manuals provide guidance to identify, monitor, and manage financial risks across Entergy’s portfolio of assets and businesses. The Manuals define minimum expectations for all employees who are involved in risk transactions. They also identify the responsibilities of various persons and entities in supporting effective risk control, including management, monitoring, control, and reporting of risks, and efficient investment of capital.

I. Conflicts of Interests

You are expected to devote your time and best efforts to the Company’s interests during regular work hours and whatever additional time may be properly required. Entergy respects employees’ privacy in their personal activities and financial affairs, but employees are obligated to act in the best interest of Entergy. You must not engage in activities where there is a conflict between your self-interest (or others’ interests) and your obligation to act in the best interest of Entergy. This may include situations involving outside employment or service on outside boards that could interfere with your ability to perform work for Entergy or your ability to devote your best efforts to the Company or its business objectives. A conflict of interests may occur if you, or an immediate family member, has a significant financial interest in an outside organization that competes with or has a business relationship with Entergy. A diversion of a business opportunity from the Company is a conflict of interests. A conflict may also include situations where, in the course of your normal Entergy responsibilities, you interact with your spouse or an immediate family member who is acting on behalf of an outside organization that has a business relationship with the Company, such as a supplier. You have a duty to timely disclose all actual and potential conflicts of interests, as well as situations that could be perceived as a conflict of interests, to your functional officer, so that a determination can be made of whether a conflict of interests exists. See the Conflicts of Interests Policy for the Request for a Conflicts of Interests Determination form that needs to be completed. Further, you have a duty to assist in fully and accurately providing sufficient facts to make such a determination.

J. Service in Elective Office

Entergy encourages you to be active in civic affairs and in solutions to social problems. You are permitted to hold public office as an elected or appointed governmental official or member of governmental board:

• as long as the service does not interfere with the performance of job duties or place you or the Company in a conflict of interests situation; or
• if a state law provides an unqualified right to run for political office and participate in political activitie

You must discuss these issues with your supervisor prior to seeking office. Under the law, Entergy cannot compensate an employee to serve in public office or use corporate resources (e.g. contributions, employees’ time, computers, stationery, phones, office space, copiers) to benefit a campaign.

K. Service with Charitable Entities

Entergy encourages you to be active and involved in your community, including outside engagements of a non-business nature which are reasonable commitments of time to a charitable or civic organization, provided such service does not place you or the Company in a conflict of interests situation.

L. Service on Outside Boards

Entergy recognizes that there may be limited cases where it is in the Company’s best interest for you to hold a position on the board of directors of a for-profit entity not affiliated with Entergy. However, the position must not place you or the Company in a potential conflict of interests situation, must meet all regulatory and legal requirements, and must be appropriately disclosed to all relevant parties. There are certain laws and regulations that can impact this service and you must discuss the situation with your supervisor and receive appropriate approvals prior to taking action.

M. Gifts and Entertainment (Business Courtesies)

It is improper for you or members of your family to accept anything from an existing or potential supplier, customer or contractor of Entergy that could be construed as an attempt to induce you to grant an unfair competitive advantage or to motivate you to do anything that is unethical or prohibited by law, regulation, or Entergy policies. Also, you may never request any such business courtesy under any circumstances, and you may never accept cash or cash equivalents. You may accept articles of nominal value ($100 or less or such other amount as determined by your functional officer), such as meals or entertainment provided by an existing or potential customer or supplier. (However, even such nominal items cannot be accepted if they are an attempt to get you to grant an unfair competitive advantage or to motivate you to do anything that is unethical or unlawful.) Otherwise, you must decline any business courtesy not expressly allowed by the Business Courtesies policy unless it is disclosed so that a determination can be made of whether it creates a conflict of interests. You may be in a position to offer gifts and entertainment to customers or vendors. You must use common sense and good judgment, so as not to create circumstances that are inappropriate or give the appearance of impropriety. You should not provide such business courtesies if they are illegal, violate the rules of the recipient’s organization, or are offered for something in return. Consult the Political Activity - Contributions, Lobbying and Elective Office policy for requirements related to providing any business courtesy to any government official.

N. Discipline

Violation of the law, this Code, a System Policy or any other portion of Entergy’s compliance system may result in serious consequences for you and Entergy. Your violations could lead to criminal charges, civil charges or government investigations, and may jeopardize Entergy’s relationships with its customers, regulators, suppliers or the public at large. Violation of the law, this Code, a System Policy or any other portion of Entergy’s compliance system will subject you to disciplinary action, up to and including immediate discharge from employment, depending upon the severity of the violation and/or any other relevant circumstances. Such disciplinary action will result regardless of whether the underlying policies contain specific disciplinary provisions. Such violations also may result in civil action, criminal action and/or referral to a governmental agency, where appropriate.

O. Employment at Will

Either you or the Company may terminate your employment relationship at any time, with or without cause and with or without notice, subject to the terms of any applicable collective bargaining agreement or other authorized express written employment contract between you, personally, and Entergy.