EXHIBIT 10.1
     
                          FORM OF

               TERMINATION BENEFITS AGREEMENT
     AS AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 1993

 [See Schedule A attached hereto for a list of parties to,
     and dates of, the Termination Benefits Agreements]

     This Agreement, dated as of January 1, 1993, by and among
IPALCO ENTERPRISES, INC., an Indiana corporation having its principal
executive offices at 25 Monument Circle, Indianapolis, Indiana 46204
("IPALCO"), INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation having
its principal executive offices at 25 Monument Circle, Indianapolis,
Indiana 46204 ("IPL") (both IPALCO and IPL being collectively referred to
herein as the "Company"), and   , an Indiana resident whose mailing address
is (the "Executive").

                      R E C I T A L S

     The following facts are true:

     A.  The Executive is serving the Company as a key executive
officer, and is expected to continue to make a major contribution
to the profitability, growth, and financial strength of the
Company.

     B.  The Company considers the continued services of the
Executive to be in the best interests of the Company and its shareholders, 
and desires to assure itself of the availability of such continued services
in the future on an objective and impartial basis and without distraction or
conflict of interest in the event of an attempt to obtain control of the
Company.

     C.  The Executive is willing to remain in the employ of the
Company upon the understanding that the Company will provide him with income
security upon the terms and subject to the conditions contained herein if his
employment is terminated by the Company without cause or if he voluntarily
terminates his employment for good reason.

     D.  If the Company and Executive entered into one or more
Termination Benefits Agreements prior to this Agreement (the "Prior
Termination Benefits Agreements"), this Agreement is intended to supersede 
and replace the Prior Termination Benefits Agreements.

                     A G R E E M E N T

     In consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Company and the Executive agree as
follows:

     1.  Undertaking.  The Company agrees to pay to the Executive
the termination benefits specified in paragraph 2 hereof if (a)
control of IPALCO is acquired (as defined in paragraph 3(a) hereof) during
the term of this Agreement (as described in paragraph 5 hereof) and
(b) within three (3) years after the acquisition of control occurs
(i) the Company terminates the employment of the Executive for any reason
other than Cause (as defined in paragraph 3(b) hereof), death, the
Executive's attainment of age sixty-five (65) or total and permanent
disability, or (ii) the Executive voluntarily terminates his employment for 
Good Reason (as defined in paragraph 3(c) hereof).

     2.  Termination Benefits.  If the Executive is entitled to
termination benefits pursuant to paragraph 1 hereof, the Company
agrees to pay to the Executive as termination benefits in a
lump-sum payment within five (5) calendar days of the termination of the
Executive's employment an amount to be computed by multiplying
(i) the Executive's average annual compensation (as defined in Section
280G of the Internal Revenue Code of 1986, as amended (the "Code")) payable
by the Company which was includable in the gross income of the Executive
for the most recent five (5) calendar years ending coincident with or
immediately before the date on which control of the Company is acquired (or
such portion of such period during which the Executive was an employee
of the Company), by (ii) two hundred ninety-nine and ninety-nine one
hundredths percent (299.99%).  For purposes of this Agreement, employment
and compensation paid by any direct or indirect subsidiary of the
Company will be deemed to be employment and compensation paid by the Company.

     3.  Definitions.

                   (a)  As used in this Agreement, the
                "acquisition of control" means:

                       (i) The acquisition by any individual, entity or 
                   group (within the meaning of Section 13(d)(3) or
                   14(d)(2) of the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act")) (a "Person") of beneficial 
                   ownership (within the meaning of Rule 13d-3
                   promulgated under the Exchange Act) of twenty percent
                   (20%) or more of either (A) the then outstanding shares
                   of common stock of IPALCO (the "Outstanding IPALCO
                   Common Stock") or (B) the combined voting power of the
                   then outstanding voting securities of IPALCO entitled
                   to vote generally in the election of directors (the
                   "Outstanding IPALCO Voting Securities"); provided,
                   however, that the following acquisitions shall not
                   constitute an acquisition of control:  (A) any acquisition 
                   directly from IPALCO (excluding an acquisition by virtue 
                   of the exercise of a conversion privilege), (B) any 
                   acquisition by IPALCO, (C) any acquisition by any 
                   employee benefit plan (or related trust) sponsored or 
                   maintained by IPALCO, IPL or any corporation controlled 
                   by IPALCO or (D) any acquisition by any corporation 
                   pursuant to a reorganization, merger or consolidation, 
                   if, following such reorganization, merger or consolidation, 
                   the conditions described in clauses (A), (B) and (C) of 
                   subsection (iii) of this paragraph 3(a) are satisfied;

                       (ii)  Individuals who, as of the date hereof,
                   constitute the Board of Directors of IPALCO (the
                   "Incumbent Board") cease for any reason to constitute
                   at least a majority of the Board of Directors of IPALCO
                   (the "Board"); provided, however, that any individual
                   becoming a director subsequent to the date hereof whose
                   election, or nomination for election by IPALCO's
                   shareholders, was approved by a vote of at least a
                   majority of the directors then comprising the Incumbent
                   Board shall be considered as though such individual
                   were a member of the Incumbent Board, but excluding,
                   for this purpose, any such individual whose initial
                   assumption of office occurs as a result of either an
                   actual or threatened election contest (as such terms
                   are used in Rule 14a-11 of Regulation 14A promulgated
                   under the Exchange Act) or other actual or threatened
                   solicitation of proxies or consents by or on behalf of
                   a Person other than the Board; or 
                   
                        (iii) Approval by the shareholders of IPALCO of a
                   reorganization, merger or consolidation, in each case,
                   unless, following such reorganization, merger or
                   consolidation, (A) more than sixty percent (60%) of,
                   respectively, the then outstanding shares of common
                   stock of the corporation resulting from such reorganization, 
                   merger or consolidation and the combined voting power of 
                   the then outstanding voting securities of such corporation 
                   entitled to vote generally in the election of directors is 
                   then beneficially owned, directly or indirectly, by all or
                   substantially all of the individuals and entities who
                   were the beneficial owners, respectively, of the
                   Outstanding IPALCO Common Stock and Outstanding IPALCO
                   Voting Securities immediately prior to such reorganization, 
                   merger or consolidation in substantially the same 
                   proportions as their ownership, immediately prior to such 
                   reorganization, merger or consolidation, of the Outstanding 
                   IPALCO Stock and Outstanding IPALCO Voting Securities, as 
                   the case may be, (B) no Person (excluding IPALCO, any 
                   employee benefit plan or related trust of IPALCO, IPL or 
                   such corporation resulting from such reorganization, 
                   merger or consolidation and any Person beneficially 
                   owning, immediately prior to such reorganization, merger 
                   or consolidation and any Person beneficially owning,
                   immediately prior to such reorganization, merger or
                   consolidation, directly or indirectly, twenty percent
                   (20%) or more of the Outstanding IPALCO Common Stock or
                   Outstanding Voting Securities, as the case may be)
                   beneficially owns, directly or indirectly, twenty
                   percent (20%) or more of, respectively, the then
                   outstanding shares of common stock of the corporation
                   resulting from such reorganization, merger or 
                   consolidation or the combined voting power of the then 
                   outstanding voting securities of such corporation 
                   entitled to vote generally in the election of directors 
                   and (C) at least a majority of the members of the board 
                   of directors of the corporation resulting from such 
                   reorganization, merger or consolidation were members of 
                   the Incumbent Board at the time of the execution of the 
                   initial agreement providing for such reorganization,
                   merger or consolidation; 

                       (iv)  Approval by the shareholders of IPALCO of (A)
                   a complete liquidation or dissolution of IPALCO or (B)
                   the sale or other disposition of all or substantially
                   all of the assets of IPALCO, other than to a corporation, 
                   with respect to which following such sale or other 
                   disposition (1) more than sixty percent (60%) of, 
                   respectively, the then outstanding shares of common
                   stock of such corporation and the combined voting power
                   of the then outstanding voting securities of such
                   corporation entitled to vote generally in the election
                   of directors is then beneficially owned, directly or
                   indirectly, by all or substantially all of the individuals 
                   and entities who were the beneficial owners, respectively, 
                   of the Outstanding IPALCO Common Stock and Outstanding 
                   IPALCO Voting Securities immediately prior to such sale or 
                   other disposition in substantially the same proportion as 
                   their ownership, immediately prior to such sale or other
                   disposition, of the Outstanding IPALCO Common Stock and
                   Outstanding IPALCO Voting Securities, as the case may be,
                   (2) no Person (excluding IPALCO and any employee benefit 
                   plan or related trust of IPALCO, IPL or such corporation 
                   and any Person beneficially owning, immediately prior to
                   such sale or other disposition, directly or indirectly,
                   twenty percent (20%) or more of the Outstanding IPALCO
                   Common Stock or Outstanding IPALCO Voting Securities,
                   as the case may be) beneficially owns, directly or
                   indirectly, twenty percent (20%) or more of, respectively, 
                   the then outstanding shares of common stock of such 
                   corporation and the combined voting power of the then 
                   outstanding voting securities of such corporation 
                   entitled to vote generally in the election of directors 
                   and (3) at least a majority of the members of the board 
                   of directors of such corporation were members of the 
                   Incumbent Board at the time of the execution of the 
                   initial agreement or action of the Board providing for 
                   such sale or other disposition of assets of IPALCO; or

                       (v)  The closing, as defined in the documents
                   relating to, or as evidenced by a certificate of any
                   state or federal governmental authority in connection
                   with, a transaction approval of which by the shareholders 
                   of IPALCO would constitute an "acquisition of control" 
                   under subsection (iii) or (iv) of this section 3(a) of 
                   this Agreement.

                   Notwithstanding anything contained in this Agreement to
              the contrary, if the Executive's employment is terminated
              before an "acquisition of control" as defined in this section
              3(a) and the Executive reasonably demonstrates that such
              termination (i) was at the request of a third party who has
              indicated an intention or taken steps reasonably calculated
              to effect an "acquisition of control" and who effectuates an
              "acquisition of control" (a "Third Party") or (ii) otherwise
              occurred in connection with, or in anticipation of, an
              "acquisition of control" which actually occurs, then for all
              purposes of this Agreement, the date of an "acquisition of
              control" with respect to the Executive shall mean the date
              immediately prior to the date of such termination of the
              Executive's employment.

                   (b)  As used in this Agreement, the term "Cause" means
              fraud, dishonesty, theft of corporate assets, or other gross
              misconduct by the Executive.  Notwithstanding the foregoing,
              the Executive shall not be deemed to have been terminated for
              cause unless and until there shall have been delivered to him
              a copy of a resolution duly adopted by the affirmative vote
              of not less than a majority of the entire membership of the
              Board at a meeting of the Board called and held for the
              purpose (after reasonable notice to him and an opportunity
              for him, together with his counsel, to be heard before the
              Board), finding that in the good faith opinion of the Board
              the Executive was guilty of conduct set forth above in the
              first sentence of the subsection and specifying the 
              particulars thereof in detail.

                   (c)  As used in this Agreement, the term "Good Reason"
              means, without the Executive's written consent, (i) a
              demotion in the Executive's status, position or 
              responsibilities which, in his reasonable judgment, does not
              represent a promotion from his status, position or 
              responsibilities as in effect immediately prior to the change
              in control; (ii) the assignment to the Executive of any
              duties or responsibilities which, in his reasonable judgment,
              are inconsistent with such status, position or responsibilities; 
              or any removal of the Executive from or failure to reappoint 
              or reelect him to any of such positions, except in connection 
              with the termination of his employment for total and permanent 
              disability, death or Cause or by him other than for Good 
              Reason; (iii) a reduction by the Company in the Executive's 
              base salary as in effect on the date hereof or as the same 
              may be increased from time to time during the term of this 
              Agreement or the Company's failure to increase (within 
              twelve (12) months of the Executive's last increase in base 
              salary) the Executive's base salary after a change in control 
              in an amount which at least equals, on a percentage basis, 
              the average percentage increase in base salary for all 
              executive and senior officers of the Company effected in the 
              preceding twelve (12) months; (iv) the relocation of the 
              principal executive offices of IPALCO or IPL, whichever 
              entity on behalf of which the Executive performs a principal 
              function of that entity as part of his employment services, 
              to a location outside the Indianapolis, Indiana metropolitan 
              area or the Company's requiring him to be based at any place 
              other than the location at which he performed his duties 
              prior to a change in control, except for required travel on 
              the Company's business to an extent substantially consistent 
              with his business travel obligations at the time of a change 
              in control; (v) the failure by the Company to continue in 
              effect any incentive, bonus or other compensation plan in 
              which the Executive participates, including but not limited to 
              the Company's stock option and restricted stock plans, unless 
              an equitable arrangement (embodied in an ongoing substitute or 
              alternative plan), with which he has consented, has been made 
              with respect to such plan in connection with the change in 
              control, or the failure by the Company to continue his 
              participation therein, or any action by the Company which 
              would directly or indirectly materially reduce his 
              participation therein; (vi) the failure by the Company to 
              continue to provide the Executive with benefits substantially 
              similar to those enjoyed by him or to which he was entitled 
              under any of the Company's pension, profit sharing, life 
              insurance, medical, dental, health and accident, or disability 
              plans in which he was participating at the time of a change 
              in control, the taking of any action by the Company which 
              would directly or indirectly materially reduce any of such 
              benefits or deprive him of any material fringe benefit 
              enjoyed by him or to which he was entitled at the time of the 
              change in control, or the failure by the Company to provide 
              him with the number of paid vacation and sick leave days to 
              which he is entitled on the basis of years of service with the 
              Company in accordance with the Company's normal vacation 
              policy in effect on the date hereof; (vii) the failure of the 
              Company to obtain a satisfactory agreement from any successor 
              or assign of the Company to assume and agree to perform this 
              Agreement; (viii) any purported termination of the Executive's 
              employment which is not effected pursuant to a Notice of 
              Termination satisfying the requirements of paragraph 4(c) 
              hereof (and, if applicable, paragraph 3(b) hereof); and for 
              purposes of this Agreement, no such purported termination 
              shall be effective; or (ix) any request by the Company that 
              the Executive participate in an unlawful act or take any action 
              constituting a breach of the Executive's professional standard 
              of conduct.

                   Notwithstanding anything in this paragraph 3(c) to the
              contrary, the Executive's right to terminate his employment
              pursuant to this paragraph 3(c) shall not be affected by his
              incapacity due to physical or mental illness.

           4. Additional Provisions.

                   (a)  Enforcement of Agreement.  The Company is aware
              that upon the occurrence of a change in control the Board of
              Directors or a shareholder of the Company may then cause or
              attempt to cause the Company to refuse to comply with its
              obligations under this Agreement, or may cause or attempt to
              cause the Company to institute, or may institute, litigation
              seeking to have this Agreement declared unenforceable, or may
              take or attempt to take other action to deny the Executive
              the benefits intended under this Agreement.  In these
              circumstances, the purpose of this Agreement could be
              frustrated.  It is the intent of the Company that the
              Executive not be required to incur the expenses associated
              with the enforcement of his rights under this Agreement by
              litigation or other legal action, nor be bound to negotiate
              any settlement of his rights hereunder, because the cost and
              expense of such legal action or settlement would substantially 
              detract from the benefits intended to be extended to the 
              Executive hereunder.  Accordingly, if following a change in 
              control it should appear to the Executive that the Company has 
              failed to comply with any of its obligations under this 
              Agreement or in the event that the Company or any other person 
              takes any action to declare this Agreement void or 
              unenforceable, or institutes any litigation or other legal 
              action designed to deny, diminish or to recover from the 
              Executive the benefits entitled to be provided to the 
              Executive hereunder and that the Executive has complied with 
              all of his obligations under this Agreement, the Company 
              irrevocably authorizes the Executive from time to time to 
              retain counsel of his choice, at the expense of the Company 
              as provided in this paragraph 4(a), to represent the Executive 
              in connection with the initiation or defense of any litigation 
              or other legal action, whether such action is by or against 
              the Company or any director, officer, shareholder, or other 
              person affiliated with the Company, in any jurisdiction.  
              Notwithstanding any existing or prior attorney-client 
              relationship between the Company and such counsel, the 
              Company irrevocably consents to the Executive entering into 
              an attorney-client relationship with such counsel, and in that 
              connection the Company and the Executive agree that a 
              confidential relationship shall exist between the Executive 
              and such counsel.  The reasonable fees and expenses of counsel 
              selected from time to time by the Executive as hereinabove 
              provided shall be paid or reimbursed to the Executive by the 
              Company on a regular, periodic basis upon presentation by the 
              Executive of a statement or statements prepared by such 
              counsel in accordance with its customary practices, up to a 
              maximum aggregate amount of $500,000.  Any legal expenses 
              incurred by the Company by reason of any dispute between the 
              parties as to enforceability of or the terms contained in this
              Agreement, notwithstanding the outcome of any such dispute,
              shall be the sole responsibility of the Company, and the 
              Company shall not take any action to seek reimbursement from 
              the Executive for such expenses.

                   (b)  Severance Pay; No Duty to Mitigate.  The amounts
              payable to the Executive under this Agreement shall not be
              treated as damages but as severance compensation to which the
              Executive is entitled by reason of termination of his
              employment in the circumstances contemplated by this
              Agreement.  The Company shall not be entitled to set off
              against the amounts payable to the Executive any amounts
              earned by the Executive in other employment after termination
              of his employment with the Company, or any amounts which
              might have been earned by the Executive in other employment
              had he sought such other employment.

                   (c)  Notice of Termination.  Any purported termination
              by the Company or by the Executive shall be communicated by
              written Notice of Termination to the other party hereto in
              accordance with paragraph 4(k) hereof.  For purposes of this
              Agreement, a "Notice of Termination" shall mean a notice
              which shall indicate the specific termination provision in
              this Agreement relied upon and shall set forth in reasonable
              detail the facts and circumstances claimed to provide a basis
              for termination of his employment under the provision so
              indicated.  For purposes of this Agreement, no such purported
              termination shall be effective without such Notice of
              Termination.

                   (d)  Internal Revenue Code.  Anything in this Agreement
              to the contrary notwithstanding, in the event that Deloitte
              & Touche determines that any payment by the Company to or for
              the benefit of the Executive pursuant to the terms of this
              Agreement would be nondeductible by the Company for federal
              income tax purposes because of Section 280G of the Code, then
              the amount payable to or for the benefit of the Executive
              pursuant to this Agreement shall be reduced (but not below
              zero) to the maximum amount payable without causing the
              payment to be nondeductible by the Company because of Section
              280G of the Code.  Such determination by Deloitte & Touche
              shall be conclusive and binding upon the parties.

                   (e)  Assignment.  This Agreement shall inure to the
              benefit of and be binding upon the parties hereto and their
              respective executors, administrators, heirs, personal
              representatives, successors, and assigns, but neither this
              Agreement nor any right hereunder may be assigned or
              transferred by either party hereto, any beneficiary, or any
              other person, nor be subject to alienation, anticipation,
              sale, pledge, encumbrance, execution, levy, or other legal
              process of any kind against the Executive, his beneficiary or
              any other person.  Notwithstanding the foregoing, the Company
              will assign this Agreement to any corporation or other
              business entity succeeding to substantially all of the
              business and assets of the Company by merger, consolidation,
              sale of assets, or otherwise and shall obtain the assumption
              of this Agreement by such successor.

                   (f)  Entire Agreement.  This Agreement contains the
              entire agreement between the parties with respect to the
              subject matter hereof.  All representations, promises, and
              prior or contemporaneous understandings among the parties
              with respect to the subject matter hereof, including any
              Prior Termination Benefits Agreements, are merged into and
              expressed in this Agreement, and any and all prior agreements
              between the parties with respect to the subject matter hereof
              are hereby cancelled.

                   (g)  Amendment.  This Agreement shall not be amended,
              modified, or supplemented without the written agreement of
              the parties at the time of such amendment, modification, or
              supplement.

                   (h)  Governing Law.  This Agreement shall be governed
              by and subject to the laws of the State of Indiana.

                   (i)  Severability.  The invalidity or unenforceability
              of any particular provision of this Agreement shall not
              affect the other provisions, and this Agreement shall be
              construed in all respects as if such invalid or unenforceable
              provision had not been contained herein.

                   (j)  Captions.  The captions in this Agreement are for
              convenience and identification purposes only, are not an
              integral part of this Agreement, and are not to be considered
              in the interpretation of any part hereof.

                   (k)  Notices.  Except as otherwise specifically
              provided in this Agreement, all notices and other 
              communications hereunder shall be in writing and shall be
              deemed to have been duly given if delivered in person or sent
              by registered or certified mail, postage prepaid, addressed
              as set forth above, or to such other address as shall be
              furnished in writing by any party to the others.

                   (l)  Waivers.  Except as otherwise specifically
              provided in this Agreement, no waiver by either party hereto
              of any breach by the other party hereto of any condition or
              provision of this Agreement to be performed by such other
              party shall be deemed to be a valid waiver unless such waiver
              is in writing or, even if in writing, shall be deemed to be
              a waiver of a subsequent breach of such condition or
              provision or a waiver of a similar or dissimilar provision or
              condition at the same or at any prior or subsequent time.

                   (m)  Gender.  The use of the masculine gender throughout 
              this Agreement is solely for convenience; thus, in cases where 
              the Executive is female, the feminine gender shall be deemed 
              to be used in place of the masculine gender.


           5.  Term of this Agreement.  This Agreement shall remain in 
effect until January 1, 1998 or until the expiration of any extension 
thereof. The term of this Agreement shall be automatically extended for 
one (1) year periods without further action of the parties as of January
1, 1994 and each succeeding January 1 thereafter, unless IPALCO shall 
have served written notice to the Executive prior to January 1, 1994
or prior to January 1 of each succeeding year, as the case may be, of its
intention that the Agreement shall terminate at the end of the five (5)
year period that begins with the January 1 following the date of such
written notice.

           IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.

                       IPALCO ENTERPRISES, INC.

                       By:                                  
                       
Attest:


                                     

                       INDIANAPOLIS POWER & LIGHT COMPANY

                       By:                                

Attest:

                                     



                                                         
                                         
<PAGE>
                         SCHEDULE A
                             TO
               TERMINATION BENEFITS AGREEMENT
     As Amended and Restated, Effective January 1, 1993

By and among IPALCO Enterprises, Inc., Mid-America Capital
Resources, Inc. and the following individuals:

Joseph A. Gustin
David C. Kiesel
Daniel L. Short
William A. Tracy

By and among IPALCO Enterprises, Inc., Indianapolis Power & Light
Company and the following individuals:

Michael G. Banta (effective as of July 1, 1995)
John C. Berlier, Jr.
John R. Brehm
Max Califar
Ralph E. Canter (effective as of May 1, 1995)
John R. Hodowal
Ramon L. Humke
Donald W. Knight
Robert A. McKnight, Jr.
Steven L. Meyer
Stephen J. Plunkett
Robert W. Rawlings
Joseph A. Slash
Clark L. Snyder
Thomas A. Steiner
Gerald D. Waltz
John D. Wilson
Bryan G. Tabler (effective as of October 1, 1994)
Wendy V. Yerkes (effective as of May 1, 1995)

By and between IPALCO Enterprises, Inc. and the following
individuals:

Maurice O. Edmonds
N. Stuart Grauel
Susan Hanafee (effective as of May 1, 1995)

By and among IPALCO Enterprises, Inc. and Store Heat and Produce
Energy, Inc. and the following individual:

Michael J. Farmer (effective as of February 6, 1995)