**Exhibit 99.3
**AMENDED AND RESTATED INDEMNITY AGREEMENT**

This Amended and Restated Indemnity Agreement (the *“Indemnity Agreement”*),dated as of June 25, 2009, made by and between Indianapolis Power & LightCompany (the *“Originator”*) and the Agent (as defined below) for thebenefit of the Beneficiaries (as defined below); 

**WITNESSETH:**

WHEREAS, the Originator and the Agent are parties to an Indemnity Agreement,dated as of December 20, 1996 (the *“Original Indemnity Agreement”*); 

WHEREAS, the parties desire to amend and restate the Original IndemnityAgreement in the form of this Agreement.  This Agreement amends and replaces inits entirety the Original Indemnity Agreement and from and after the datehereof, all references made to the Original Indemnity Agreement in anyTransaction Document or in any other document or instrument, shall, withoutmore, be deemed to refer to this Agreement 

WHEREAS, IPL Funding Corporation (the *“Seller”*) has entered into aSecond Amended and Restated Receivables Sale Agreement dated as of the datehereof (as amended, restated, supplemented or otherwise modified from time totime, the *“Receivables Sale Agreement”*) by and among the Seller, theliquidity providers from time to time party thereto (the *“LiquidityProviders”*), Windmill Funding Corporation (*“Windmill”* and,together with the Liquidity Providers, the *“Purchasers”*) and The RoyalBank of Scotland plc (*“RBS”*), as agent for the Purchasers (in suchcapacity, the *“Agent”*) (terms used herein and not otherwise definedherein having the respective meanings ascribed thereto in the Receivables SaleAgreement); 

WHEREAS, the Originator directly or indirectly owns all equity interests in theSeller; and 

WHEREAS, in order to induce the Agent and the Purchasers to enter into theReceivables Sale Agreement and in consideration therefor, the Originator iswilling to make certain representations, warranties and covenants as hereinafterset forth and to indemnify the Agent for the benefit of the Agent on its ownbehalf, the Purchasers and any other Person to whom any amounts are owed underor in connection with the Receivables Sale Agreement (collectively, the“Beneficiaries”) against certain liabilities as hereinafter described; 

NOW, THEREFORE, in consideration of the foregoing premises and for other goodand valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto hereby agree as follows: 

**ARTICLE I**

**INDEMNIFICATION**

*Section 1.1.     Indemnities. * Without limiting any other rights thatany Beneficiary may otherwise have hereunder or under applicable law, theOriginator shall pay, and shall indemnify on an after-Tax basis each Beneficiaryfor, any and all damages, losses, claims, liabilities, penalties, Taxes, costsand expenses (collectively, the *“Indemnified Losses”*) arising out of orotherwise relating to any Transaction Document, the transactions contemplatedthereby or the acquisition of any portion of the Sold Interest, excluding onlyIndemnified Losses to the extent (a) a final judgment of a court of competentjurisdiction holds such Indemnified Losses resulted solely from gross negligenceor willful misconduct of the Beneficiary seeking indemnification, (b) solely dueto the credit risk of an Obligor and for which reimbursement would constituterecourse for uncollectible Receivables, (c) a breach by the Seller of any of itsrepresentations and warranties or obligations under the Transaction Documents or(d) such Indemnified Losses include Taxes on, or measured by, the overall netincome of the Agent or any Purchaser computed in accordance with the IntendedTax Characterization.  Without limiting the foregoing indemnification, theOriginator shall indemnify each Beneficiary for Indemnified Losses (includinglosses in respect of uncollectible Receivables, regardless for these specificmatters whether reimbursement therefor would constitute recourse to the Selleror the Collection Agent, but otherwise subject to the limitations in clauses (a)- (d) of the preceding sentence) relating to or resulting from: 

(a)        any representation or warranty made by the Originator or theCollection Agent (or any employee or agent of the Originator or the CollectionAgent) under or in connection with any of the Transaction Documents, anyPeriodic Report or any other information or report delivered by the Originatoror the Collection Agent pursuant thereto having been false or incorrect in anymaterial respect when made or deemed made; 

(b)        the failure by the Originator or the Collection Agent to comply withany applicable law, rule or regulation related to any Receivable, or thenonconformity of any Receivable with any such applicable law, rule orregulation; 

(c)        any commingling of funds by the Originator or the Collection Agent towhich the Agent or any Purchaser is entitled under the Transaction Documentswith any other funds; 

(d)        any failure of a Lock-Box Bank to comply with the terms of theapplicable Lock-Box Letter; 

(e)        any dispute, claim, offset or defense (other than discharge inbankruptcy of the Obligor) of the Obligor to the payment of any Receivable notarising from the financial ability of any Obligor to pay undisputedindebtedness, or any other claim resulting from the sale or lease of goods orthe rendering of services related to such Receivable or the furnishing orfailure to furnish any such goods or services or other similar reason notarising from the financial ability of any Obligor to pay undisputedindebtedness; 

(f) any failure of the Originator or any Affiliate thereof (other than theSeller) to perform its duties or obligations in accordance with the provisionsof any Transaction Document to which such Person is a party; or 

(g)        any environmental liability claim, product liability claim orpersonal injury or property damage suit or other similar or related claim oraction arising out of or in connection with any Receivable 

*Section 1.2.     Payments and Allocations.*  If any Beneficiary seekscompensation pursuant to this Article I, such Person shall deliver to theOriginator and the Agent a certificate setting forth in reasonable detail theamount due to such Person, a description of the circumstance giving rise theretoand the basis of the calculations of such amount, which certificate shall beconclusive absent manifest error so long as such determinations and anyallocations are made on a reasonable basis.  The Originator shall pay to theAgent (for the account of such Person) such amount shown as due on any suchcertificate.  

**ARTICLE II**

**EXTENT AND WAIVER**

*Section 2.1.     Indemnity Absolute. * The Originator hereby agrees thatthe indemnities and payment obligations set forth in Article I hereof areenforceable by the Agent for the benefit of the Beneficiaries, regardless of anylaw, regulation or order now or hereafter in effect in any jurisdictionaffecting any of such terms or the rights of the Beneficiaries with respectthereto or any misrepresentation, irregularity or other defect in any or all ofthe Transaction Documents or this Indemnity Agreement, or the invalidity orunenforceability thereof.  The obligations of the Originator under thisIndemnity Agreement constitute a present and continuing obligation, shall beabsolute and unconditional, shall not be subject to any counterclaim, setoff,deduction or defense based upon any claim that the Originator or any Obligor mayhave against the Seller or any other Person and, shall remain in full force andeffect without regard to, and shall not be released, discharged or in any wayaffected or impaired by, any thing, event, happening, matter, circumstance orcondition whatsoever (whether or not the Originator shall have any knowledge ornotice thereof or consent thereto).  The liability of the Originator under thisIndemnity Agreement shall be absolute, unconditional, present and continuinguntil all Investment and amounts payable by the Seller under the TransactionDocuments have been indefeasibly paid in full and the Receivables Sale Agreementhas terminated, irrespective of: 

(a)        any attempt to collect from the Seller amounts due from the Sellerunder the Transaction Documents; 

(b)        any lack of validity or enforceability of any or all of theTransaction Documents, or any provision thereof, or any other agreement orinstrument relating thereto or any assignment or transfer of any of theforegoing or any failure or omission to enforce or agreement not to enforce, orthe stay or enjoining by order of court, by operation of law or otherwise, ofthe exercise or nonexercise of any right, power, privilege or remedy under orwith respect to the foregoing; 

(c)        any amendment, or waiver, renewal, extension or release of or anyconsent to departure from or other action or inaction with respect to any or allof the Transaction Documents or any other agreement or instrument relatingthereto; 

(d)        any new conveyance of, or any exchange, release or nonperfection of,any collateral or security interest conveyed to any of the Beneficiaries inconnection with the transactions contemplated by the Receivables Sale Agreement,acceptance by any of the Beneficiaries of partial payment from the Seller of itsobligations under the Transaction Documents, or any release or amendment orwaiver of or consent to departure from any guaranty or security for all or anyof the Investment held, or obligations owed, under the Transaction Documents; 

(e)        any merger or consolidation of the Seller into or with any otherPerson, or any other change in the Seller whatsoever, or any sale, lease ortransfer of any or all of the assets of the Seller to any other Person; 

(f)         any sale, transfer or other disposition by the Originator of anystock of the Seller; 

(g)        any bankruptcy, insolvency, reorganization, arrangement, composition,adjustment, dissolution, liquidation or other like proceeding relating to theSeller, or any action taken with respect to any or all of the TransactionDocuments, including this Indemnity Agreement, by any trustee or receiver, or byany court, in any such proceeding; or 

(h)        any absence of any notice to, or knowledge by, the Originator of theexistence or occurrence of any of the matters or events set forth in theforegoing subdivisions (a) through (g); or 

(i) any other circumstance that might otherwise constitute a defense availableto, or a discharge of, the Originator from its obligations under the TransactionDocuments, including the obligations of the Originator hereunder. 

*Section 2.2.     Waiver. * The Originator hereby waives promptness, diligence,all setoffs, counterclaims, presentments, protests and notice of acceptance andany other notice with respect to any of its obligations hereunder and anyrequirement of the Beneficiaries (or any of them) to protect, secure, perfect orinsure any security interest or lien or any property subject to the ReceivablesSale Agreement or to exhaust any right or take any action against the Seller orany other Person or entity or any collateral.  To the fullest extent permittedby applicable law, the Originator waives all principles or provisions of law,statutory or otherwise, which are or might be in conflict with the terms of thisIndemnity Agreement and any legal or equitable discharge of its obligationshereunder and the benefit of any statute of limitations affecting its liabilityhereunder or the enforcement hereof. 

*Section 2.3.     Subrogation.*  The Originator agrees that it shall nothave any rights (direct or indirect) of subrogation, contribution,reimbursement, indemnification, or other rights of payment or recovery from theSeller for any payments made by the Originator hereunder until all Investmentand amounts owing under the Transaction Documents have been indefeasibly paid infull and the Receivables Sale Agreement has terminated. 

*Section 2.4.     Reinstatement. * The obligations of the Originatorunder this Indemnity Agreement shall continue to be effective or shall bereinstated, as the case may be, if at any time any payment made by theOriginator hereunder or by the Seller with respect to any coextensiveobligations that it has under the Transaction Documents is rescinded or mustotherwise be returned to any Person upon the insolvency, bankruptcy,arrangement, adjustment, composition, liquidation or reorganization of theSeller or any guarantor or for any other reason, all as though such payment hadnot been made or performance had not occurred, as applicable. 

**ARTICLE III**

**REPRESENTATIONS AND WARRANTIES**

*Section 3.1.     Representations and Warranties of the Originator. * TheOriginator represents and warrants to the Agent and each other Beneficiary asfollows:  

(a)        *Receivables Sale Agreement. *Each representation and warranty withrespect to it and the Receivables or collections set forth in the ReceivablesSale Agreement is true and correct on the date hereof and on the date eachPurchase is made under the Receivables Sale Agreement. 

(b)        *Licenses, Registrations, and Compliance with Laws. * To thebest of Originator’s knowledge, each of Originator and its Subsidiaries has allpermits, governmental licenses, registrations, and approvals material tocarrying out its businesses as presently conducted and as required by law or therules and regulations of any Governmental Authority having jurisdiction overOriginator or its Subsidiaries.  There is no material violation or materialfailure of compliance or allegation or notice of such violation or failure ofcompliance on the part of the Originator or any Subsidiary with any of theforegoing permits, licenses, registrations, approvals, rules or regulations.

*Section 3.2.     Representations and Warranties of the Agent.*  TheAgent represents and warrants on behalf of the Beneficiaries that it is enteringinto this Agreement based on the separate credit of the Originator and that itdoes not expect the assets or liabilities of the Originator and the Seller to besubstantively consolidated in any bankruptcy or similar proceeding. 

**ARTICLE IV**

**COVENANTS OF THE ORIGINATOR**

*Section 4.1.     Affirmative Covenants. * The Originator herebycovenants, undertakes and agrees that at all times from the date hereof, unlessthe Agent, with the consent of the Instructing Group, shall otherwise consent inwriting: 

(a)        *Financial Reporting. * The Originator shall provide the Seller withthe annual and quarterly financial statements of the Originator and anycertificate of a Designated Officer of the Originator required to be deliveredby the Seller pursuant to Section 5.1(a) of the Receivables Sale Agreement andthe Originator shall deliver such financial statements and certificates directlyto the Agent and each Purchaser if the Seller fails to comply with itsobligation to do so. 

(b)        *Notices. * The Originator will notify the Agent in writing ofany of the following immediately upon any officer of the Originator learning ofthe occurrence thereof, describing the same and, if applicable, the steps beingtaken by the Persons affected with respect thereto: 

(i)         *Potential Termination Events. *TThe occurrence of any PotentialTermination Event.

(ii)        Representations and Warranties.  The failure of any representationor warranty made by the Originator in any Transaction Document to be true (whenmade or deemed made) in any material respect. 

(iii)       Downgrading.  The downgrading, withdrawal or suspension of anyrating by any Applicable Rating Agency of any indebtedness of any Obligor with aSpecial Limit or of the Originator. 

(iv)       Litigation.  The institution of any litigation, arbitrationproceeding or governmental proceeding that, if adversely determined, isreasonably likely to cause the representation in Section 4.1(g) of theReceivables Sale Agreement to be untrue. 

(v)        Changes in Business.  Any change in, or proposed change in, thecharacter of the Originator’s business that is reasonably likely to materiallyimpair the collectibility of any material amount of the Receivables. 

*Section 4.2.     Receivables Sale Agreement Covenants.*  The Originatoragrees to comply with each covenant the Seller agrees to cause the Originator tocomply with pursuant to the terms of the Receivables Sale Agreement, as if suchcovenant were set forth in its entirety herein. 

**ARTICLE V**

**MISCELLANEOUS**

*Section 5.1.     No Waiver; Remedies.*  No failure or delay on the partof the Agent for the benefit of the Beneficiaries in exercising any power, rightor remedy under this Indemnity Agreement shall operate as a waiver thereof; norshall any single or partial exercise of any such power, right or remedy precludeany other or further exercise thereof or the exercise of any other power, rightor remedy.  The rights and remedies provided in this Indemnity Agreement arecumulative and nonexclusive of any rights or remedies provided by law.  Anywaiver of this Indemnity Agreement shall be effective only in the specificinstance and for the specific purpose for which given. 

*Section 5.2.     Amendments, etc. *No amendment, supplement,modification or waiver of any provision of this Indemnity Agreement nor consentto any departure by the Originator therefrom shall in any event be effectiveunless the same shall be in writing and signed by the Originator and the Agentand consented to by the Instructing Group and, with respect to Article I hereof,all of the Liquidity Providers.  Any amendment, supplement, modification orwaiver of this Indemnity Agreement entered into in accordance with thisSection 5.2 shall apply to each of the Beneficiaries equally and shall bebinding upon the Originator, each Beneficiary and the Agent. 

*Section 5.3.     Waiver of Confidentiality. * The Originator herebyconsents to the disclosure of any nonpublic information relating to theOriginator or the Transaction Documents obtain in connection with thetransactions contemplated by the Transaction Documents among the Agent and thePurchasers and by the Agent or the Purchasers to (i) any officers, directors,members, managers, employees or outside accountants, auditors or attorneysthereof, (ii) any prospective or actual assignee or participant, (iii) anyrating agency, surety, guarantor or credit or liquidity enhancer to the Agent orany Purchaser, (iv) any entity organized to purchase, or make loans secured by,financial assets for which RBS provides managerial services or acts as anadministrative agent, (v) Windmill’s administrator, management company, referralagents, issuing agents or depositaries or CP Dealers and (vi) GovernmentalAuthorities with appropriate jurisdiction, in each case only to the extentnecessary in connection with the services provided by, or the requirements of,such Person.  The Originator does not consent to any other disclosure of suchnonpublic information. 

*Section 5.4.     Confidentiality of Agreement. * The Originator agreesit will not disclose without the prior written consent of the Agent the contentsof any Transaction Document, or any other confidential or proprietaryinformation furnished by the Agent or any Purchaser, to any Person other than toits officers, directors, members, managers, employees, outside accountants,auditors, attorneys or financial advisors or as required by applicable law orGovernmental Authorities with appropriate jurisdiction. 

*Section 5.5.     Agreement Not to Petition. * The Originator agrees, forthe benefit of the holders of the privately or publicly placed indebtedness forborrowed money of Windmill, not, prior to the date which is one (1) year and one(1) day after the payment in full of all such indebtedness, to acquiesce,petition or otherwise, directly or indirectly, invoke, or cause Windmill toinvoke, the process of any Governmental Authority for the purpose of (a)commencing or sustaining a case against Windmill under any federal or statebankruptcy, insolvency or similar law (including the Federal Bankruptcy Code),(b) appointing a receiver, liquidator, assignee, trustee, custodian,sequestrator or other similar official for Windmill, or any substantial part ofits property, or (c) ordering the winding up or liquidation of the affairs ofWindmill. 

*Section 5.6.     Excess Funds. * Other than amounts payable underSection 9.4 of the Receivables Sale Agreement, Windmill shall be required tomake payment of the amounts required to be paid pursuant to any TransactionDocument only if Windmill has Excess Funds (as defined below).  If Windmill doesnot have Excess Funds, the excess of the amount due under any TransactionDocument (other than pursuant to such Section 9.4) over the amount paid shallnot constitute a “claim” (as defined in Section 101(5) of the Federal BankruptcyCode) against Windmill until such time as Windmill has Excess Funds.  IfWindmill does not have sufficient Excess Funds to make any payment due under anyTransaction Document (other than pursuant to such Section 9.4), then Windmillmay pay a lesser amount and make additional payments that in the aggregate equalthe amount of deficiency as soon as possible thereafter.  The term “ExcessFunds” means the excess of (a) the aggregate projected value of Windmill’sassets and other property (including cash and cash equivalents), over (b) thesum of (i) the sum of all scheduled payments of principal, interest and otheramounts payable on publicly or privately placed indebtedness of Windmill forborrowed money, plus (ii) the sum of all other liabilities, indebtedness andother obligations of Windmill for borrowed money or owed to any credit orliquidity provider, together with all unpaid interest then accrued thereon, plus(iii) all taxes payable by Windmill to the Internal Revenue Service, plus (iv)all other indebtedness, liabilities and obligations of Windmill then due andpayable, but the amount of any liability, indebtedness or obligation of Windmillshall not exceed the projected value of the assets to which recourse for suchliability, indebtedness or obligation is limited.  Excess Funds shall becalculated once each Business Day. 

*Section 5.7.     No Recourse. * The obligations of Windmill, itsmanagement company, its administrator and its referral agents (each a “ProgramAdministrator”) under any Transaction Document or other document (each, a“Program Document”) to which a Program Administrator is a party are solely thecorporate obligations of such Program Administrator and no recourse shall be hadfor such obligations against any Affiliate, director, officer, member, manager,employee, attorney or agent of any Program Administrator. 

*Section 5.8.     Limitation of Liability.*  No Person shall make a claim againstthe Agent or any Purchaser (or their respective Affiliates, directors, officers,members, managers, employees, attorneys or agents) for any special, indirect,consequential or punitive damages under any claim for breach of contract orother theory of liability in connection with the Transaction Documents or thetransactions contemplated thereby, and the Originator (for itself and all otherPersons claiming by or through it) hereby waives any claim for any such damages. 

*Section 5.9.     Notices. * Unless otherwise specified, all notices andother communications hereunder shall be in writing (including by telecopier orother facsimile communication), given to the appropriate Person at its addressor telecopy number set forth on the signature pages hereof or at such otheraddress or telecopy number as such Person may specify, and effective whenreceived at the address or number specified by such Person.  The number of daysfor any advance notice required hereunder may be waived (orally or in writing)by the Person receiving such notice and, in the case of notices to the Agent,the consent of each Person to which the Agent is required to forward suchnotice. 

***Section 5.10.   Governing Law; Submission to Jurisdiction;Integration. *****This Indemnity Agreement shall be governedby and construed in accordance with the internal laws (and not the law ofconflicts) of the State of Illinois.  The Originator hereby submits to thenonexclusive jurisdiction of the United States District Court for the NorthernDistrict of Illinois and of any Illinois state court sitting in Chicago forpurposes of all legal proceedings arising out of or relating to this IndemnityAgreement or the transactions contemplated hereby.  The Originator herebyirrevocably waives, to the fullest extent it may effectively do so, anyobjection which it may now or hereafter have to the laying of the venue of anysuch proceeding brought in such a court and any claim that any such proceedingbrought in such a court has been brought in an inconvenient forum.  Nothing inthis Section 5.10 shall affect the right of the Agent or any Beneficiary tobring any action or proceeding against the Originator or its property in thecourts of other jurisdictions.  This Indemnity Agreement contains the final andcomplete integration of all prior expressions by the parties hereto with respectto the subject matter hereof and shall constitute the entire agreement among theparties hereto with respect to the subject matter hereof, superseding all priororal or written understandings.**

*Section 5.11.   Severability; Counterparts. * This Indemnity Agreementmay be executed in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which when taken together shall constitute one and the sameagreement.  Any provisions of this Indemnity Agreement which are prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffectiveto the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof, and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction. 

*Section 5.12.   Assignment. * This Indemnity Agreement shall be bindingupon the Originator, its successors and assigns, and inure to the benefit of andbe enforceable by the Agent for the benefit of the Beneficiaries and theirrespective successors and assigns; provided, however, that the obligations ofthe Originator hereunder may not be assigned, transferred or delegated withoutthe prior written consent of the Agent and the Instructing Group and any suchpurported assignment, transfer or delegation absent such consent shall be void. 

*Section 5.13.   Survival of Warranties. * All agreements,representations and warranties made herein shall survive the execution anddelivery of this Indemnity Agreement, any investigation at any time made by theAgent or the Beneficiaries or on their behalf, and the execution and delivery ofeach of the Transaction Documents.  The rights and remedies of the Agent onbehalf of each Beneficiary with respect to the representations and warrantiesmade herein and the indemnification provisions hereof shall be continuing andshall survive any termination of the Receivables Sale Agreement or any of theother Transaction Documents. 

*Section 5.14.   Further Assurances. * At any time or from time to timeupon the request of the Agent, the Originator shall execute and deliver suchfurther documents and do such other acts and things as the Agent may reasonablyrequest in order to effect fully the purposes of this Indemnity Agreement. 

*Section 5.15.   Headings. * Article and Section headings used herein arefor convenience and reference only, are not part of this Indemnity Agreement andare not to affect the construction of, or to be taken into consideration ininterpreting, this Indemnity Agreement. 

IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement tobe duly executed and delivered by its officer thereunto duly authorized as ofthe date first above written. 
   THE ROYAL BANK OF SCOTLAND PLC, as the          Agent        By: RBS SECURITIES INC., as agent        By:    Name:    Title:          Address:	c/o ABN Bank N.V.    540 West Madison Street    27th Floor    Chicago, Illinois  60661    Attention:  Agent    Telephone:  (312) 338-3491    Telecopy:  (312) 338-0140         INDIANAPOLIS POWER & LIGHT COMPANY       By:    Name:    Title:          Address:	One Monument Circle    Indianapolis, Indiana  46204    Telephone:  (317) 261-8995    Telecopy:  (317) 630-5763 **