**Exhibit 4.1**

|Indianapolis Power & Light Company


to


J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
Trustee




________________Forty-Ninth Supplemental
Indenture________________

Dated as of April 1, 2005


ESTABLISHING FIRST MORTAGE BONDS,

Variable Rate Series, Due 2016
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Table of Contents*

of

FORTY-NINTH 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	4

General and after-acquired title	4



SECTION 2	Definitions	5

SECTION 3	Designation of Forty-Ninth series of bonds and kind and
denominations thereof	6

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

as paying agent

Purpose of bonds

Redemption of bonds

Exchange of bonds

Transfer of bonds

Series limited to $41,850,000

SECTION 4	Form of fully registered bond 	12

Form of Trustee's certificate on bonds	12

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	20



SIGNATURES AND SEALS	21



ACKNOWLEDGEMENTS	22



__________

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



THIS FORTY-NINTH 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 I, 1948, as of April 1, 1949, as of October 1,
1949, 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, 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 1, 1995, as of October 1, 1995, as of August 1,
2001 (four), as of August 1, 2003 and as of January 1, 2004;

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 April l, 2005
(hereinafter called the Loan Agreement") with the City of Petersburg, Indiana (the
"City"), in order to obtain funds for the refunding of the aggregate principal amount of
Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) of the City's Pollution Control
Refunding Revenue Bonds, Series 1993A (Indianapolis Power & Light Company Project) issued by the
City pursuant to a related loan agreement to pay a portion of the cost of acquisition, construction,
installation and equipping by the Company of certain pollution control facilities, and pursuant to
the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this
Forty-Ninth 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 2016" (the bonds of said series being hereinafter
sometimes referred to as the "2016 Bond"), limited to the aggregate principal amount of
Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000); and

Whereas, all things necessary to make the 2016 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 Forty-Ninth 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 Forty-Ninth
Supplemental Indenture, and the terms of the 2016 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 Forty-Ninth 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 2016 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 Forty-Ninth Supplemental Indenture, the receipt of
which is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed
and delivered this Forty-Ninth Supplemental Indenture, for the uses and purposes hereinafter
expressed, that is to say:

1. ELECTRIC DISTRIBUTING SYSTEMS.
2. [RESERVED].
3. INDETERMINATE PERMITS AND FRANCHISES.
4. OTHER PROPERTY.
5. In whole, at the option of the Company, if the Project or Units 3 or 4 of the
Petersburg Generating Station shall have been damaged or destroyed (i) to such extent that they
cannot be reasonably expected, 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.
6. In whole, at the option of the Company, if title to, or the temporary use of,
all or substantially all of the Project or Units 3 or 4 of the Petersburg Generating 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 the Project or Units 3 or 4 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.
7. In whole, at the option of the Company, if, as a result of any changes in the
constitution or law of the State of Indiana or the Constitution or law 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 or the decision of the Company not to contest the same,
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 City 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.
8. 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 Units 3 or 4 of the Petersburg Generating Station shall have occurred or
technological or other changes shall have occurred which render the Project or Units 3 or 4
uneconomic for use in the reasonable opinion of the Company.
9. 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 City and the City 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).
10. 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 City of Petersburg 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.
11. 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 2016 Bond
outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original
Mortgage.
12. In the event that the Company is notified by the City Trustee that (i) an
event of default under the City Indenture has occurred and is continuing, and (ii) the City Trustee
has declared the principal of all the City of Petersburg Bonds then outstanding immediately due and
payable pursuant to the City 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 2016 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 2016 Bond (x) such event of default is waived or cured as set forth in the
City 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 2016 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(viii), the Company shall have
the same obligation (subject to the same proviso) to redeem the 2016 Bond.
13. In the event the City Trustee notifies the Company and the City that the
interest payable on the City of Petersburg Bonds held by 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 to be subject to federal income taxation by
reason of a breach by the Company of any covenant, agreement or representation in the Loan
Agreement, the Company shall call the 2016 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 2016 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 2016 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 City of
Petersburg Bonds shall still be taxable as described above, the Company shall have the same
obligation (subject to the same proviso) to redeem the 2016 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 2016 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 City Trustee to redeem the City of Petersburg Bonds in part,
which redemption would have the result that the interest payable on the City of Petersburg 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.
14. The obligation of the Company to pay the principal of, and premium, if any,
and interest on the 2016 Bond shall be discharged to the extent that any moneys in the City of
Petersburg Bond Account within the Bond Fund (as defined in the City Indenture) created under and
pursuant to the City Indenture are available for the payment of the principal of, or premium, if
any, or interest on the City of Petersburg Bonds and are directed by the Company to be applied to
the payment thereof in the manner provided in the City 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 2016
Bond.
15. Except as otherwise provided in this Section 6, the principal amount of any
City of Petersburg Bond acquired by the Company and delivered to the City Trustee, or acquired by
the City Trustee and cancelled, shall be credited against the obligation of the Company to pay the
principal of the 2016 Bond.

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/ Hamsa Shadaksharappa

(SEAL)	HAMSA SHADAKSHARAPPA,

Senior Vice President Financial Services,

Chief Financial Officer and Secretary

Attest:





By: /s/  Connie 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 Ogrizovich

Perette Ogrizovich,

Authorized Officer



STATE OF INDIANA	)

)  SS:

COUNTY OF MARION	)



On this 8th day of April, in the year 2005, before me, a Notary Public in and
for the County and State aforesaid, personally came HAMSA SHADAKSHARAPPA, Senior Vice President
Financial Services, Chief Financial Officer and Secretary 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 Senior Vice President Financial Services, Chief Financial Officer and Secretary and Treasurer
and Assistant Secretary, respectively. Said HAMSA SHADAKSHARAPPA and CONNIE R. HORWITZ being by me
severally duly sworn did depose and say that the said HAMSA SHADAKSHARAPPA resides in Marion County,
Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said HAMSA
SHADAKSHARAPPA is Senior Vice President Financial Services, Chief Financial Officer and Secretary
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 8th day of April, 2005.





/s/  Catherine McDaniel

Catherine McDaniel,

Notary Public



My Commission Expires:

August 17, 2009



My County of Residence is:

Shelby

(NOTARIAL SEAL)





STATE OF INDIANA	)

)  SS:

COUNTY OF MARION	)



On this 11th day of April, in the year 2005, before me, a Notary Public in
and for the County and State aforesaid, personally came Derick Rush and Perette Ogrizovich,
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 Ogrizovich, being by me severally sworn did depose
and say that the said Derick Rush resides in Hamilton County, Indiana, and that the said Perette
Ogrizovich resides in Hamilton County, Indiana; that said Derick Rush and Perette Ogrizovich, 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 11th day of April, 2005.



/s/  Lucas Nathaniel Burgin

Lucas Nathaniel Burgin,

Notary Public

My Commission Expires:

June 23, 2011

My County of Residence is:

Hancock



(NOTARIAL SEAL)



This instrument was prepared by

Steven W. Thornton, Barnes & Thornburg,

11 South Meridian Street, Indianapolis, IN 46104