AMENDMENT TO THE
                     IPALCO ENTERPRISES, INC.
            VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION
                         TRUST AGREEMENT



     Pursuant to rights reserved under Section 8.01 of the IPALCO
Enterprises, Inc. Voluntary Employee Beneficiary Association Trust
Agreement (the "Agreement") and action of the Board of Directors of
IPALCO Enterprises, Inc., the Agreement is hereby amended in the
following manner:

     1.   The third recital of the Agreement shall be deleted from
the Agreement in its entirety, and the following shall be inserted
in its place as the new third recital:

          WHEREAS, the funds which will be contributed or
     transferred to the Trustee, as and when received by
     the Trustee, will constitute a trust fund to be held
     for the sole and exclusive benefit of the Members
     under the plans identified at Appendix 2 hereto, as
     such Appendix 2 may hereafter be amended, added or
     deleted from time to time in the discretion of the
     Company (singularly a "Plan" and collectively the
     "Plans");

     2.   Section 1.04 of the Agreement is amended to provide, in its
entirety, as follows:

          Section 1.04.  Corporation Contributions.  Except
     as hereinafter provided, the Corporation shall make
     contributions to the Trust Fund in such amounts and at such
     times as it shall determine ("Corporation Contributions").
     The Corporation Contributions shall be based on the amounts
     necessary to provide for the benefits expected to become
     payable, or to pay any premiums becoming due, under the Plans
     and to fund reasonable reserves with respect thereto.  Also
     except as hereinafter provided, the Corporation shall not be
     required to use the Trust Fund or any other funded mechanism
     to pay benefits and premiums provided under the Plan.

     3.   Section 1.11 of the Agreement is amended to provide, in its
entirety, as follows:

          Section 1.11.  Settlement of Trust Liabilities.  If the
     share exchange contemplated by the Agreement and Plan of Share
     Exchange dated as of July 15, 2000 between The AES Corporation
     and the Company is approved by the Company shareholders
     ("Shareholder Approval") and notwithstanding any provision
     contained herein to the contrary, the following provisions
     shall take effect and supersede all other provisions of this
     Agreement to the extent inconsistent thereof:

               (a)  Within thirty (30) days following the Shareholder
          Approval, the Company shall contribute the sum of seven
          million five hundred thousand dollars ($7,500,000) in full
          satisfaction of all current and future funding obligations
          under this Amended Agreement.

               (b)  After the contribution described in paragraph (a)
          is complete, the assets in the Trust Fund shall be transferred
          to an independent trustee (the "Independent Trustee") selected
          by the VEBA Committee to be applied in the manner described in
          paragraph (c) below.

               (c)  The assets held in the Trust Fund shall be applied by
          the Independent Trustee solely to provide the type of benefits
          available immediately prior to Shareholder Approval or to provide
          comparable benefits to the group of Members (including their
          surviving spouses and dependents) consisting of (i) retirees who
          are entitled to benefits immediately prior to the Shareholder
          Approval and (ii) individuals who are employed by the Company or
          an affiliate of the Company immediately prior to the Shareholder
          Approval and whose employment with the Company, affiliates and/or
          successors is subsequently terminated after the Shareholder
          Approval on or after meeting the requirements for retirement.
          The assets of the Trust Fund may under no circumstances revert
          to the Company or be applied in a manner inconsistent with the
          terms of this paragraph.

               (d)  To the extent there is a vacancy in the office of
          Independent Trustee and notwithstanding anything contained in
          Article VI to the contrary, the VEBA Committee shall select a
          successor.

     4.   The second sentence to Section 3.01 of the Agreement is deleted in
its entirety.

     5.   Section 4.14 of the Agreement is amended to provide, in its
entirety, as follows:

          Section 4.14.  VEBA Committee.  The Company has established a
     committee (the "VEBA Committee") to oversee the operation and
     administration of the Voluntary Employee Beneficiary Association Trust
     Fund.  The names and addresses of the initial members of the VEBA
     Committee are set forth at Exhibit "B" to this Amended Agreement.  In
     the event that Section 1.11 of the Agreement becomes effective, each of
     the members of the VEBA Committee immediately preceding the Shareholder
     Approval (as defined in Section 1.11) shall continue as such until his
     or her death, resignation or permanent disability, and any vacancy so
     caused shall be filled by action of a majority of the remaining members
     of the VEBA Committee.

     6.   Section 6.02 of the Agreement is amended to provide, in its
entirety, as follows:

          Section 6.02.  Removal.  Subject to Section 1.11, the Company may
     remove the Trustee by a written instrument addressed to the Trustee.

     7.   The first sentence of Section 6.03 of the Agreement is amended to
provide, in its entirety, as follows:

     Upon the resignation or removal of the Trustee and subject to Section
     1.11, the Company shall appoint a successor Trustee, which shall have
     the same powers and duties as those conferred upon the initial Trustee
     hereunder.

     8.   Section 8.01 of the Agreement is amended to provide, in its
entirety, as follows:

          Section 8.01.  Amendment.  This Amended Agreement may be amended
     at any time and from time to time by the Company until there is
     Shareholder Approval (as defined in Section 1.11), except that the
     duties and liabilities of the Trustee cannot be changed without its
     written consent.  In the event of Shareholder Approval, this Amended
     Agreement may no longer be amended.  Under no circumstances shall
     an amendment result in the return or repayment to the Corporation of
     any part of the corpus or income of the Trust Fund or result in the
     distribution of the Trust Fund for the benefit of anyone other than
     persons entitled to benefits under the Plans, except as otherwise
     provided in Section 2.02 of this Amended Agreement and permitted
     under ERISA and under the Code.

     9.   The first two sentences of Section 8.04 of the Agreement are
amended to provide, in their entirety, as follows:

     Until there is Shareholder Approval, this Amended Agreement may be
     terminated at any time by the Company.  In the event of Shareholder
     Approval, this Amended Agreement may be terminated only consistent
     with Section 1.11.

     10.  Section 8.04(c) of the Agreement is deleted in its entirety.

     11.  The first two sentences of Section 8.05 of the Agreement are
amended to provide, in their entirety, as follows:

     Until there is Shareholder Approval (as described in Section 1.11),
     Plans may be deleted from the coverage of the trust created by this
     Amended Agreement upon the execution by the Company and the Trustee
     of an appropriate amendment to this Amended Agreement, which amendment
     may include, without limitation, a suitable modification of Appendix 2
     and Exhibit "A" to this Amended Agreement.  In the event of Shareholder
     Approval, a Plan may not be deleted.

     This Amendment has been approved this            day of      , 2000;
provided, however, that this Amendment is conditioned upon the approval by
the Shareholders of IPALCO Enterprises, Inc. of the share exchange
contemplated by the Agreement and Plan of Share Exchange dated as of July 15,
2000 between The AES Corporation and IPALCO Enterprises, Inc.

                              IPALCO ENTERPRISES, INC.



                              By:  /s/ John R. Hodowal

                              Its: Chairman and President