**Exhibit 10.3**

Sixth
Amendment
Dated as of June 28, 2002
to
Receivables Sale Agreement
Dated as of December 20, 1996

This Amendment (the
"Amendment"), dated as of June 28, 2002,
is entered into among IPL Funding Corporation (the
"Seller"), Windmill Funding Corporation, a
Delaware corporation ("Windmill"), ABN AMRO
Bank N.V., as Windmill's program letter of credit provider (the
"Enhancer"), the Liquidity Provider listed on
the signature page hereof (the "Liquidity
Provider") and ABN AMRO Bank N.V., as agent for
Windmill, the Enhancer and the Liquidity Provider (the
"Agent").

Reference is hereby made to that certain
Receivables Sale Agreement, dated as of December 20, 1996 (as
amended, supplemented or otherwise modified through the date
hereof, the "Sale Agreement"), among the
Seller, Windmill, the Enhancer, the Liquidity Provider and the
Agent.  Terms used herein and not otherwise defined herein
which are defined in the Sale Agreement or the other
Transaction Documents (as defined in the Sale Agreement) shall
have the same meaning herein as defined therein.

For good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:

Section 1.	Subject to the
following terms and conditions, including without limitation
the conditions precedent set forth in Section 2, upon execution
by the parties hereto in the space provided for that purpose
below, the Sale Agreement shall be, and it hereby is, amended
as follows:

(a)	The reference to "BBB-
" appearing in clause (i) of the defined term
"Termination Event" appearing in
Schedule I of the Sale Agreement is deleted and replaced
with "BB+".

(b)	Section 4.1 (g) of the Sale Agreement
is hereby deleted and replaced with the following:

(g)	No Actions, Suits.  There
are no actions, suits or other proceedings, except as set forth
on Schedule III attached hereto, (including matters relating to
environmental liability and utility or other regulatory
matters) pending or threatened against or affecting the Seller,
the Originator or any Subsidiary, or any of their respective
properties, that (i) if adversely determined (individually
or in the aggregate), may reasonably be expected to have a
material adverse effect on the financial condition of the
Seller, the Originator or any Subsidiary or on the
collectibility of the Receivables or (ii) involve any
Transaction Document or any transaction contemplated thereby.
None of the Seller, the Originator or any Subsidiary is in
default of any contractual obligation or in violation of any
order, rule or regulation of any Governmental Authority, which
default or violation may have a material adverse effect upon
(i) the financial condition of the Seller, the Originator
and the Subsidiaries taken as a whole or (ii) the
collectibility of the Receivables.

(c)	Schedule III attached hereto is
hereby added to the Sale Agreement.

(d)	Exhibit F to the Sale Agreement is
hereby amended by deleting the reference to "Fort Ben
Energy Management Corporation".

Section 2.	Section 1
of this Amendment shall become effective only once the Agent
has received, in form and substance satisfactory to the Agent,
all documents and certificates as the Agent may reasonably
request and all other matters incident to the execution hereof
are satisfactory to the Agent.

Section 3.	The Sale
Agreement, as amended and supplemented hereby or as
contemplated herein, and all rights and powers created thereby
and thereunder or under the other Transaction Documents and all
other documents executed in connection therewith, are in all
respects ratified and confirmed.  From and after the date
hereof, the Sale Agreement shall be amended and supplemented as
herein provided, and, except as so amended and supplemented,
the Sale Agreement, each of the other Transaction Documents and
all other documents executed in connection therewith shall
remain in full force and effect.

Section 4.	This Amendment
may be executed in two or more counterparts, each of which
shall constitute an original but both or all of which, when
taken together, shall constitute but one instrument.

Section 5.	This Amendment
shall be governed and construed in accordance with the internal
laws of the State of Illinois.

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In Witness Whereof, the parties have caused
this Amendment to be executed and delivered by their duly
authorized officers as of the date first above
written.

ABN AMRO Bank N.V., as the Agent, as the Liquidity Provider
and as the Enhancer

By:

Title:

By:

Title:

Windmill Funding Corporation

By:

Title:

IPL Funding Corporation

By:

Title:



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Schedule III

Originator has been named as a defendant
in approximately 41 lawsuits alleging personal injury or
wrongful death stemming from exposure to asbestos and asbestos
containing products formerly located in Originator's power
plants.  Originator has been named as a "premises defendant" in
that Originator did not mine, manufacture, distribute or
install asbestos or asbestos containing products.  These suits
have been brought on behalf of persons who worked for
contractors or subcontractors hired by Originator. Many of the
primary defendants --the asbestos manufacturers--have filed for
bankruptcy protection, and it is expected that many of the
remaining manufacturers will also be forced into bankruptcy.
Originator has insurance coverage for many of these claims;
currently, these cases are being defended by counsel retained
by various insurers who wrote "occurrence" coverage policies
applicable to the period of time during which much of the
exposure has been alleged.  Although Originator does not
believe that any of the pending asbestos suits in which
Originator is a named defendant will have a material adverse
effect on Originator's business or operations, Originator is
unable to predict the number or effect any additional suits may
have, or the consequences to Originator of the bankruptcy of
the asbestos manufacturers; accordingly, Originator cannot
assure the Purchasers that the pending or any additional suits
will not have a material effect on its business or operations.
Trial of one asbestos case is set for trial in July 2002 and
one in September 2002.



In March 2002, IPALCO and certain of its
former officers were sued in the  U.S. District Court for the
Southern District of Indiana for alleged breaches of fiduciary
duty stemming from declines in the prices of AES and IPALCO
stock held by certain of IPALCO's  benefit plans.  Originator
believes that this suit is without merit.  While Originator
cannot predict the outcome, Originator does not believe that
the suit will have a material adverse effect on its financial
condition, results of operations or liquidity.