SECOND AMENDMENT

THIS SECOND AMENDMENT dated as of May 31, 2005 (this "Amendment") is to theCredit Agreement (as heretofore amended, the "Credit Agreement") dated as of June 4, 2003among INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation (the"Borrower"), various financial institutions (the "Banks") and LASALLEBANK NATIONAL ASSOCIATION, as agent for the Banks (the "Agent").  Unless otherwisedefined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement.

WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receiptand sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

AMENDMENTS
.  On (and subject to the occurrence of) the Amendment Effective Date (as definedbelow), (i) the definition of "Commitment Termination Date" in Section 1.1 of the Credit Agreement shallbe amended by deleting the date "May 31, 2005" where it appears in such definition and inserting"May 30, 2006" in lieu thereof, (ii) the definitions of "Facility A Commitment," "FacilityB Commitment" and "Total Commitment" in Section 1.1 of the Credit Agreement shall be amendedand restated to read in their entireties as follows

"Facility A Commitment" means, for each Bank, its commitment to make Revolving ALoans to, and participate in Letters of Credit issued upon the application of, Borrower, as such commitment may bereduced from time to time in accordance with the terms of this Agreement.  The amount of the Facility A Commitmentof each Bank as of the Second Amendment Effective Date is set forth on Schedule I.

"Facility B Commitment" means, for each Bank, its commitment to make Revolving B Loansto Borrower, as such commitment may be reduced from time to time in accordance with the terms of this Agreement.The amount of the Facility B Commitment of each Bank as of the Second Amendment Effective Date is set forth onSchedule I.

"Total Commitment" means, for each Bank, its commitment to make Loans to, andparticipate in Letters of Credit issued upon the application of, Borrower, as such commitment may be reduced fromtime to time in accordance with the terms of this Agreement.  The amount of the Total Commitment of each Bank as ofthe Second Amendment Effective Date is set forth on Schedule I.

(iii) Section 1.1 of the Credit Agreement shall be amended by adding the following definition in its appropriatealphabetical position

"Second Amendment Effective Date" means the "Amendment Effective Date"under and as defined in the Second Amendment hereto dated as of May 31, 2005.

(iv) Schedule I of the Credit Agreement shall be amended to read in its entirety as set forth in Schedule Ihereto and (v) Schedules III and IV, respectively, of the Credit Agreement shall be amended to read in their entiretiesas set forth in Exhibit A hereto..
REPRESENTATIONS AND WARRANTIES
.  The Borrower represents and warrants to the Agent andthe Banks that after giving effect to this Amendment: (a) the representations and warranties made in the CreditAgreement are true and correct on and as of the Amendment Effective Date with the same effect as if made on and asof the Amendment Effective Date; (b) no Event of Default or Default exists or will result from the execution anddelivery of this Amendment by the Borrower; (c) the execution and delivery by the Borrower of this Amendment andthe performance by the Borrower of its obligations under the Credit Agreement as amended hereby (as so amended, the"
Amended Credit Agreement
") (i) are within the corporate powers of the Borrower, (ii) havebeen duly authorized by all necessary corporate action, (iii) have received all necessary approvals from anygovernmental authority having jurisdiction over the Borrower and (iv) do not and will not conflict with any provisionof any law or any administrative order or decree that is binding on the Borrower or any of its Subsidiaries or of anyprovision of the certificate of incorporation or bylaws or other organizational documents of the Borrower or of anyagreement that is binding on the Borrower or any of its Subsidiaries; and (d) the Amended Credit Agreement is thelegal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms,subject to bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and to generalprinciples of equity (regardless of whether considered in a proceeding at law or in equity).
EFFECTIVENESS
.  The amendments set forth in 
Section 1
 above shall becomeeffective as of the date (the "
Amendment Effective Date
") when (a) the Agent shall have receiveda counterpart of this Amendment executed by the Borrower and the Banks, (b) the Agent shall have received a newNote for each Bank in the amount of such Bank's Total Commitment (after giving effect hereto), executed by theBorrower and (c) the Borrower shall have paid an amendment fee to the Agent for the account of each Bank in anamount equal to 0.10% of such Bank's Total Commitment (after giving effect hereto) in immediately availablefunds.
MISCELLANEOUS.
Continuing Effectiveness, etc.
  As herein amended, the Credit Agreement shall remain in full force andeffect and is hereby ratified and confirmed in all respects.  After the Amendment Effective Date, all references in theCredit Agreement, the Notes, each other Financing Document and any similar document to the "CreditAgreement" or similar terms shall refer to the Amended Credit Agreement.
Counterparts
.  This Amendment may be executed in any number of counterparts and by the differentparties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterpartsshall together constitute one and the same Amendment.
Expenses
.  The Borrower agrees to pay the reasonable out-of-pocket costs and expenses of the Agent(including without limitation reasonable attorney's fees) in connection with the preparation, execution and delivery ofthis Amendment.
Governing Law
.  This Amendment shall be a contract made under and governed by the laws of the Stateof Illinois applicable to contracts made and to be wholly performed within the State of Illinois.
Successors and Assigns
.  This Amendment shall be binding upon the Borrower, the Banks and theAgent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Banks and theAgent and the successors and assigns of the Borrower, the Banks and the Agent; 
provided
 that the Borrowershall not have any right to assign this Amendment without the prior written consent of the Agent and theBanks.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized, as of the date first above written.
**INDIANAPOLIS POWER & LIGHT COMPANY**
By:	
      Name:

      Title:
**LASALLE BANK NATIONAL ASSOCIATION, individually and as Agent

By:	
      Name:

      Title:
**NATIONAL CITY BANK OF INDIANA**
By:	
      Name:

      Title:
**FIRST NATIONAL BANK & TRUST**
By:	
      Name:

      Title:
**JPMORGAN CHASE BANK, N.A.**
By:	
      Name:

      Title:

 

SCHEDULE I

BANKS AND COMMITMENTS

Bank
Facility A Commitment
Facility B Commitment
Total Commitment
LaSalle Bank  National Association
$13,002,832.87
$17,597,167.13
$30,600,000
National City Bank of Indiana
$8,498,583.57
$11,501,416.43
$20,000,000
JPMorgan Chase Bank, N.A.
$4,249,291.78
$5,750,708.22
$10,000,000
First National Bank & Trust
$4,249,291.78
$5,750,708.22
$10,000,000    
	TOTAL
$30,000,000
$40,600,000
$70,600,000
 
**EXHIBIT A

Amended Schedules

SCHEDULE III****