|INDIANAPOLIS POWER & LIGHT COMPANY


to


J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
Trustee




________________Fifty-First Supplemental
Indenture________________

Dated as of September 1, 2006


ESTABLISHING FIRST MORTAGE BONDS,

Variable Rate Series, Due 2041
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Table of Contents*

of

FIFTY-FIRST Supplemental Indenture

of

Indianapolis Power & Light Company

Page



PARTIES	1

RECITALS 	1

SECTION 1	Granting clauses	3

Part I   Electric Distributing Systems	4

Part II  Reserved	4

Part III Indeterminate Permits and Franchises	4

Part IV Other Property	5

General and after-acquired title	5



SECTION 2	Definitions	6

SECTION 3	Designation of Fifty-First series of bonds and kind and
denominations thereof	6

Designation of Company or J.P. Morgan Trust Company, National Association

as paying agent	6

Purpose of bonds	7

Redemption of bonds	7

Exchange of bonds	12

Transfer of bonds	12

Series limited to $60,000,000	13

SECTION 4	Form of fully registered bond 	13

Form of Trustee's certificate on bonds	15

SECTION 5	Temporary bonds	18

SECTION 6	Payment of principal and interest; credits	18

SECTION 7	Annual Payments for Maintenance and Improvement Fund	19

SECTION 8	Compliance with Section 47 of Original Mortgage with respect to
dividend restrictions	19

SECTION 9	Acceptance of trusts by Trustee and conditions of
acceptance	19

SECTION 10	Successors and assigns	20

SECTION 11	Limitation of rights hereunder	20

SECTION 12	Compliance with terms, provisions and conditions of
Mortgage	20

SECTION 13	Execution in counterparts	20



TESTIMONIUM	21



SIGNATURES AND SEALS	21



ACKNOWLEDGEMENTS	22



__________

*Table of Contents is not part of the Fifty-First Supplemental
Indenture and should not be considered such.  It is included herein only for purposes of convenient
reference.





THIS FIFTY-FIRST SUPPLEMENTAL INDENTURE

Whereas, the Company by a Mortgage and Deed of Trust (hereinafter sometimes
called the "Original Mortgage" when referred to as existing prior to any supplement
thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore
supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust
Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under
the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to
secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon
certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein
contained, all and singular the property, rights and franchises which the Company then owned or
should thereafter acquire, excepting the property expressly excepted by the terms of the Original
Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for
greater certainty; and

Whereas, the Original Mortgage has been supplemented and modified by supplemental
indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1,
1949 (two), as of February 1, 1951, as of March 1, 1953, as of June l, 1956, as of March 1, 1958, as
of October 1, 1960, as of August l, 1964; as of April l, 1966, as of May l, 1967, as of May l, 1968,
as of October l, 1970, as of March l, 1972, as of March 15, 1973, as of February 15, 1974, as of
August 15, 1974, as of September 15, 1975, as of June l, 1976, as of July 1, 1976, as of August 1,
1977, as of September l, 1978, as of August 1, 1981 (two), as of November l, 1983, as of November l,
1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as
of August 1, 1989, as of October 15, 1991, as of August l, 1992, as of April 1, 1993 and as of
October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995,
as of August 1, 2001 (four), as of August 1, 2003, as of January 1, 2004, and as of April 1, 2005
(two);

Whereas, Section 8 of the Original Mortgage provides, among other things, that
the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be
established by an indenture supplemental thereto authorized by resolution of the Board of Directors
of the Company; and that the form of each series, as established by the Board of Directors, shall
specify the descriptive title of the bonds and various other terms thereof, and may also contain
such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein
expressing or referring to the terms and conditions upon which such bonds are to be issued and
secured under the Original Mortgage or any indenture supplemental thereto or in modification
thereof; and

Whereas, the Company has entered into a Loan Agreement, dated as of September 1,
2006 (hereinafter called the Loan Agreement") with the Indiana Finance Authority (the
"IFA"), in order to obtain funds to pay a portion of the cost of acquisition,
construction, installation and equipping by the Company of certain environmental facilities, and
pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the
Mortgage and this Fifty-First Supplemental Indenture in order to evidence and secure its
indebtedness under the Loan Agreement; and

Whereas, the Company now desires to provide for the establishment, execution,
authentication and delivery under the Mortgage of bonds of a series to be known as its "First
Mortgage Bonds, Variable Rate Series, due 2041" (the bonds of said series being hereinafter
sometimes referred to as the "2041 Bond"), limited to the aggregate principal amount of
Sixty Million Dollars ($60,000,000); and

Whereas, all things necessary to make the 2041 Bond hereinafter described, when
duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and
legal obligation of the Company, and to make this Fifty-First Supplemental Indenture a valid and
binding agreement supplemental to the Original Mortgage, have been done and performed; and

Whereas, the execution and delivery by the Company of this Fifty-First
Supplemental Indenture, and the terms of the 2041 Bond, have been duly authorized by the Board of
Directors' of the Company by appropriate resolutions of said Board; and

Whereas, it is provided in and by the Original Mortgage that the Company will
execute and deliver such further instruments and do such further acts as may be necessary or proper
to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof
any property thereafter acquired and intended to be subject to the lien thereof; and

Whereas, the Company has, since the date of execution and delivery of the
Original Mortgage, purchased and acquired property and desires by this Fifty-First Supplemental
Indenture specifically to convey to the Trustee such property for the better protection and security
of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental
thereto;

Now, Therefore, This Indenture Witnesseth that, in consideration of the premises
and of the acceptance or purchase of the 2041 Bond by the registered owners thereof, and of the sum
of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee
at or before the execution and delivery of this Fifty-First Supplemental Indenture, the receipt of
which is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed
and delivered this Fifty-First Supplemental Indenture, for the uses and purposes hereinafter
expressed, that is to say:

1. The Company has granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however,
to permitted encumbrances as defined in the Original Mortgage), unto said J.P. Morgan Trust Company,
National Association, as successor in interest to American National Bank and Trust Company of
Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original
Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of
every kind, character and description which the Company has acquired since the execution and
delivery of the Original Mortgage and now owns (except property, rights and assets of a character
similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the
Original Mortgage, which property, rights and assets are excluded from the lien and operation of the
Mortgage only to the extent provided therein), including, but without otherwise limiting the
generality of the foregoing, the following described property situated within the State of
Indiana:
2. ELECTRIC DISTRIBUTING SYSTEMS.
3. [RESERVED].
4. INDETERMINATE PERMITS AND FRANCHISES.
5. OTHER PROPERTY.
6. Capitalized terms not otherwise defined in this Fifty-
First Supplemental Indenture shall have the following meanings:
7. There shall be and is
hereby established a series of bonds, limited in aggregate principal amount to Sixty Million Dollars
($60,000,000) to be issued under and secured by the Mortgage, to be designated "Variable Rate
Series, due 2041", each of which shall also bear the descriptive title "First Mortgage
Bonds"; said bonds shall mature on September 1, 2041, and shall be issued only as fully
registered bonds without coupons in the denomination of five thousand dollars and any larger
denomination which is a whole multiple of five thousand dollars; they shall bear interest at the
rate from time to time borne by the IFA 2006 Series A Bonds, provided, however, that in no event
shall the rate of interest borne by the 2041 Bond exceed twelve percent (12%) per annum; interest
shall be payable on the interest payment dates specified in the IFA 2006 Series A Bonds and
principal of and premium, if any, on said bond shall be payable on the dates for the payment of
principal and premium, if any, and in the amounts, specified in the IFA 2006 Series A Bonds; and the
principal of, premium, if any, and interest on said bond shall be payable in lawful money of the
United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if
no such office is maintained, at J.P. Morgan Trust Company, National Association, which is hereby
designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for
the payment of the principal of, premium, if any, and interest on the 2041 Bond, if necessary, and
for the registration, transfer and exchange of such bond as hereinafter provided; all reference
herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of
the principal of, premium, if any, and interest on the 2041 Bond, or the registration, transfer or
exchange thereof, being to J.P. Morgan Trust Company, National Association. In event of the
resignation or inability to act of J.P. Morgan Trust Company, National Association, then a successor
agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of
Directors of the Company.
8. In whole, at the option of the Company, if the Project or Unit 7 of the
Harding Street Station shall have been damaged or destroyed (i) to such extent that they cannot be
reasonably expect, in the opinion of the Company, to be restored within a period of six (6) months
to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent
that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal
operations for a period of six (6) months or more, or (iii) to such extent that the restoration
thereof would not be, taking into consideration the net proceeds of any insurance payable as a
result of such damage or destruction, economic in the reasonable opinion of the Company.
9. In whole, at the option of the Company, if title to, or the temporary use of,
all or substantially all of the Project or Unit 7 of the Harding Street Station shall have been
taken, under the exercise of the power of eminent domain, or should any governmental body or agency
exercise any right which it may have to purchase or designate a purchaser of the same, or should
such property be sold to any governmental body or agency so that the result of such taking or
takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on
its normal operations of either at the Project or Unit 7 of the Harding Street Station for a period
of six (6) months or more, (ii) the restoration required as a result of the taking cannot be
reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months,
or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent
domain award, would not be economic in the reasonable opinion of the Company.
10. In whole, at the option of the Company, if, as a result of any changes in the
Constitution of the State of Indiana or the Constitution of the United States of America or of
legislative or administrative action (whether state or federal) or by final decree, judgment or
order of any court or administrative body (whether state or federal) entered after the contest
thereof by the Company in good faith, the Loan Agreement shall, in the reasonable opinion of counsel
for the Company, have become void or unenforceable or impossible of performance in accordance with
the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or
excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the
IFA or the Company, with respect to the Project or operation thereof, including without limitation
federal, state or other ad valorem, property, income or other taxes not being imposed on the date of
the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used
for the same general purpose as, the Project.
11. In whole, at the option of the Company, if changes in the economic
availability of raw materials, operating supplies or facilities necessary for the operation of the
Project or the operation of Unit 7 of the Harding Street Station shall have occurred or
technological or other changes shall have occurred which render the Project or Unit 7 of the Harding
Street Station uneconomic for use in the reasonable opinion of the Company.
12. In part, at the option of the Company, to the extent of net proceeds received
from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of
any portion of the Project shall have been taken under the exercise of the power of eminent domain,
or should any governmental body or agency exercise any right it may have to purchase or designate a
purchaser of the same, or should such property be sold to any governmental body or agency; provided
the Company shall furnish to the IFA and the IFA Trustee a certificate of an Independent Engineer
(as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the
part of the Project that was taken by such condemnation, taking or sale is not essential to the
character or significance of the Project, or (ii) that the Project has been restored to a condition
substantially equivalent to their condition prior to the taking by such condemnation, taking or sale
proceedings, or (iii) that improvements have been acquired which are suitable for the operation of
the Project as Pollution Control Facilities (as defined in the Loan Agreement).
13. In whole or in part, at the option of the Company, upon the optional
redemption by the Company of a like principal amount of the IFA 2006 Series A Bonds, so long as
there shall not have occurred any completed default (as defined in the Mortgage) which affects any
bond of any series outstanding under the Mortgage and which completed default has not been cured and
made good prior to such redemption date.
14. In the event all or substantially all of the mortgaged and pledged property
under the Mortgage, or all or substantially all such property used in the business of generating,
manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by
exercise of the power of eminent domain, or should any governmental body or agency exercise any
right which it may have to purchase or designate a purchaser of the same, or should such property be
sold to any governmental body or agency, the Company shall be obligated to redeem the 2041 Bond
outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original
Mortgage.
15. In the event that the Company is notified by the IFA Trustee that (i) an
event of default under the IFA Indenture has occurred and is continuing, and (ii) the IFA Trustee
has declared the principal of all the IFA 2006 Series A Bonds then outstanding immediately due and
payable pursuant to the IFA Indenture, the Company shall call for redemption, on a redemption date
selected by it not later than forty-five (45) days following the date on which such notice is
mailed, the 2041 Bond outstanding, and shall on such redemption date redeem the same; provided,
however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for
such redemption of the 2041 Bond (x) such event of default is waived or cured as set forth in the
IFA Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage)
which affects any bond of any series outstanding under the Mortgage and which completed default has
not been cured and made good prior to such redemption date, it being the intent of this proviso
that, in lieu of such right to redemption, the holder of the 2041 Bond shall be entitled only to
such rights as are available to the holders of bonds of any other series outstanding under the
Mortgage in the event of such completed default; and in case of any subsequent occurrence or
continuance of the events described in (i) and (ii) of this Section 3(h), the Company shall have the
same obligation (subject to the same proviso) to redeem the 2041 Bond.
16. In the event the IFA Trustee notifies the Company and the IFA that the
interest payable on the IFA 2006 Series A Bonds in the hands of persons other than a
"substantial user" or a "related person" as those terms are used in Section
147(a)(2) of the Internal Revenue Code of 1986, as amended, has been determined by a court of
competent jurisdiction, or a formal ruling of the Internal Revenue Service or by a written opinion
of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal
bonds delivered at the request of the Company, to be no longer excludable from gross income for
federal tax purposes by reason of a breach by the Company of any covenant, agreement or
representation in the Loan Agreement, the Company shall call the 2041 Bond then outstanding to be
redeemed on an interest payment date within one hundred eighty (180) days after the date of such
notice; provided, however, that such requirement of redemption, whether in whole or in part shall be
deemed waived if, prior to the date fixed for redemption of the 2041 Bond pursuant to this Section
3(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any
bond of any series outstanding under the Mortgage and which completed default has not been cured and
made good prior to such redemption date, it being the intent of this proviso that, in lieu of such
right to redemption, the holder of the 2041 Bond shall be entitled only to such rights as are
available to the holders of bonds of any other series outstanding under the Mortgage in the event of
such completed default; but when any such completed default shall have been cured and made good, if
interest on the IFA 2006 Series A Bonds shall still be taxable as described above, the Company shall
have the same obligation (subject to the same proviso) to redeem the 2041 Bond on an interest
payment date within one hundred eighty (180) days after the curing and making good of such completed
default; provided further, that the Company may call for redemption such portion of the 2041 Bond,
which in the written opinion of an attorney or firm of attorneys of nationally recognized standing
on the subject of municipal bonds, would allow the IFA Trustee to redeem the IFA 2006 Series A Bonds
in part, which redemption would have the result that the interest payable on the IFA 2006 Series A
Bonds remaining outstanding after such redemption in part would not be subject to federal income
taxation in the hands of persons other than a "substantial user" or a "related
person" as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as
amended; provided further, however, that no such determination by a court of competent jurisdiction
or by the Internal Revenue Service will be considered final for this purpose unless the Company has
been given written notice and, if it is so desired and is legally allowed, has been afforded the
opportunity to contest the same, either directly or in the name of any owner of an IFA 2006 Series A
Bond, and until the conclusion of any appellate review, if sought.
17. The 2041 Bond, and the
Trustee's Certificate to be endorsed thereon, shall be in the following forms,
respectively:
18. Until the 2041 Bond in
definitive form is ready for delivery, the Company may execute, and upon its request in writing the
Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2041 Bond in temporary
form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of
the specific redemption prices required to be set forth in such bond in definitive form, include a
reference to this Fifty-First Supplemental Indenture for a statement of such redemption prices.
19. The Company covenants and agrees that it will duly and punctually pay to the
holder of the 2041 Bond the principal thereof, premium, if any, and interest on said bond at the
dates and place and in the manner mentioned therein; provided, however, that:
20. The obligation of the Company to pay the principal of, and premium, if any,
and interest on the 2041 Bond shall be discharged to the extent that any moneys in the Bond Account
within the Bond Fund (as defined in the IFA Indenture) created under and pursuant to the IFA
Indenture are available for the payment of the principal of, or premium, if any, or interest on the
IFA 2006 Series A Bonds and are directed by the Company to be applied to the payment thereof in the
manner provided in the IFA Indenture on or prior to the dates on which the Company is required to
pay the principal of, or premium, if any, or interest on the 2041 Bond.
21. Except as otherwise provided in this Section 6, the principal amount of any
IFA 2006 Series A Bond acquired by the Company and delivered to the IFA Trustee, or acquired by the
IFA Trustee and cancelled, shall be credited against the obligation of the Company to pay the
principal of the 2041 Bond.
22. The covenant of the Company to make annual payments to the Trustee for a
Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the
first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of
First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor
be for the benefit of the 2041 Bond, and the Company reserves the right, without any consent of, or
other action by, the holder of the 2041 Bond, to amend, modify or delete the provisions of the
Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2041 Bond the
holder thereof waives any right or privilege so to consent or take any other action with respect
thereto.
23. The Company covenants that, so long as the 2041 Bond shall remain
outstanding, it will (i) comply with all of the provisions of Section 47 of the Original Mortgage,
including the provisions with respect to limitations on dividends and distributions and the purchase
and redemption of stock, and (ii) use the maximum interest rates payable on the 2041 Bond (twelve
percent (12%) per annum) as the interest rate borne by the 2041 Bonds for purposes of preparing the
net earnings certificate or calculating the amount required to defease the 2041 Bonds under the
terms of the Mortgage.
24. The Trustee hereby accepts the trusts herein declared, provided and created
and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth
and upon the following teens and conditions:
25. Whenever in this Fifty-First Supplemental Indenture either of the parties
hereto is named or referred to, this shall, subject to the provisions of Article XVII of the
Original Mortgage, be deemed to include the successors or assigns of such party, and all the
covenants and agreements in this Fifty-First Supplemental Indenture contained by or on behalf of the
Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the
benefit of the respective successors and assigns of such parties, whether so expressed or
not.
26. Nothing in this Fifty-First Supplemental Indenture expressed or implied, is
intended or shall be construed to confer upon, or to give to, any person, co-partnership or
corporation, other than the parties hereto and the holders of the bonds and coupons outstanding
under the Mortgage, any right, remedy; or claim under or by reason of this Fifty-First Supplemental
Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions,
stipulations, promises and agreements in this Fifty-First Supplemental Indenture contained by or on
behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the
holders of the bonds and of the coupons outstanding under the Mortgage.
27. The Company covenants that all of the terms, provisions and conditions of the
Mortgage shall be applicable to the 2041 Bond issued hereunder, except as herein otherwise provided
and except insofar as the same may be inconsistent with the provisions of this Fifty-First
Supplemental Indenture.
28. This Fifty-First Supplemental Indenture is dated as of September 1, 2006,
although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall
be simultaneously executed and delivered in several counterparts, and all such counterparts executed
and delivered, each as an original, shall constitute but one and the same instrument.



IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first
part, has caused its corporate name to be hereunto affixed and this instrument to be signed and
acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and
attested by its Secretary or an Assistant Secretary, for and on its behalf, and J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto
affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its
corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the
day, month and year first above written.

INDIANAPOLIS POWER & LIGHT

COMPANY





By:	/s/ Frank P. Marino

(SEAL)	FRANK P. MARINO, Vice President and 	Chief Financial
Officer

Attest:





By: /s/ Connie R. Horwitz

CONNIE R. HORWITZ,

Treasurer and Assistant Secretary



J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL
BANK AND

TRUST COMPANY OF CHICAGO





By:/s/ Derick Rush

Derick Rush,

Authorized Officer

Attest:
																	(SEAL)



By:/s/ Perette Davidson

Perette Davidson,

Authorized Officer



STATE OF INDIANA	)

)  SS:

COUNTY OF MARION	)



On this 19th day of September, in the year 2006, before me, a
Notary Public in and for the County and State aforesaid, personally came FRANK P. MARINO, Vice
President and Chief Financial Officer and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of
Indianapolis Power & Light Company, one of the corporations described in and which executed the
foregoing instrument, to me personally known and known to me personally to be such Vice President
and Chief Financial Officer and Treasurer and Assistant Secretary, respectively. Said FRANK P.
MARINO and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said FRANK
P. MARINO resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton
County, Indiana; that said FRANK P. MARINO is Vice President and Chief Financial Officer and said
CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light
Company; that each of them knows the corporate seal of said corporation; that the seal affixed to
said instrument and bearing the name of said corporation is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that each of them signed his
name thereto by like order; and each of them acknowledged the execution of said instrument on behalf
of said corporation to be his free and voluntary act and deed and the free and voluntary act and
deed of said corporation, for the uses and purposes therein set forth.



IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
this 19th day of September, 2006.





/s/ Lissa J. Adkins

Lissa J. Adkins,

Notary Public

My Commission Expires:

October 30, 2010



My County of Residence is:

Johnson

(NOTARIAL SEAL)

STATE OF INDIANA	)

)  SS:

COUNTY OF MARION	)



On this 19th day of September, in the year 2006, before me, a
Notary Public in and for the County and State aforesaid, personally came Derick Rush and Perette
Davidson, Authorized Officers of J.P. Morgan Trust Company, National Association, as successor in
interest to American National Bank and Trust Company of Chicago, one of the corporations described
in and which executed the foregoing instrument, to me personally known and known to me personally to
be such Authorized Officers. Said Derick Rush and Perette Davidson, being by me severally sworn did
depose and say that the said Derick Rush resides in Hamilton County, Indiana, and that the said
Perette Davidson resides in Hamilton County, Indiana; that said Derick Rush and Perette Davidson,
are Authorized Officers of said J.P. Morgan Trust Company, National Association, as successor in
interest to American National Bank and Trust Company of Chicago; that each of them knows the
corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of
said corporation is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; that each of them signed his name thereto by like authority; and each
of them acknowledged the execution of said instrument on behalf of said corporation to be his free
and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses
and purposes therein set forth.



IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
this 19th day of September, 2006.



/s/ Lucas Nathaniel Burgin

Lucas Nathaniel Burgin,

Notary Public

My Commission Expires:

June 23, 2011

My County of Residence is:

Hancock



(NOTARIAL SEAL)



I affirm, under penalties of perjury, that I have taken reasonable
care to redact each Social Security Number in this document, unless required by law.



Signed:/s/ Steven W. Thornton

Steven W. Thornton



This instrument was prepared by

Steven W. Thornton, Barnes & Thornburg LLP,

11 South Meridian Street, Indianapolis, IN 46204

INDS01 SWT 856628v6