**Exhibit 10.1**

Eighth Amendment and Waiver
Dated as of October 30, 2002
to
Receivables Sale Agreement
Dated as of December 20, 1996

This Amendment and Waiver (the "Amendment"), dated as of
October 30, 2002, is entered into among IPL Funding Corporation (the
"Seller"), Windmill Funding Corporation, a Delaware corporation
("Windmill"), ABN AMRO Bank N.V., as Windmill's program letter of credit provider
(the "Enhancer"), the Liquidity Provider listed on the signature page hereof (the
"Liquidity Provider") and ABN AMRO Bank N.V., as agent for Windmill, the Enhancer
and the Liquidity Provider (the "Agent").

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

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

Section 1.	Waiver.  The Agent hereby agrees to waive
clause (i) of the defined term "Termination Event" appearing in Schedule I of
the Sale Agreement.  All of the terms and conditions of the Sale Agreement shall stand and remain
in full force and effect and such waiver is not a waiver of any further violation of clause (i) of
the defined term "Termination Event" or any other term or provision of the Sale
Agreement or of any other Termination Event or Potential Termination Event which may currently
exist under the Sale Agreement.

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

(a)	Section 1.3(a) of the Sale Agreement is hereby amended in its entirety
and as so amended shall read as follows:

Section 1.3.	Selection of Discount Rates and Tranche Periods  (a) All
Investment shall be allocated to one or more Tranches reflecting the Discount Rates at which such
Investment accrues Discount and the Tranche Periods for which such Discount Rates apply.  In each
request for an Incremental Purchase and three Business Days before the expiration of any Tranche
Period applicable to any Purchaser's Investment, the Seller may request the Discount Rate(s) and
Tranche Period(s) to be applicable to such Investment.  All Investment (i) of Windmill shall
accrue Discount at the CP Rate and (ii) of the Committed Purchasers may accrue Discount at
either the Eurodollar Rate or the Prime Rate, in all cases as established for each Tranche Period
applicable to such Investment.  Each Tranche shall be in the minimum amount of $1,000,000 and in
multiples thereof or, in the case of Discount accruing at the Prime Rate, in any amount of
Investment that otherwise has not been allocated to another Tranche Period.  Any Investment not
allocated to a Tranche Period shall be a Prime Tranche.  During the pendency of a Termination Event
or a Ratings Trigger Event, the Agent may reallocate any outstanding Investment of the Committed
Purchasers to a Prime Tranche.All Discount accrued during a Tranche Period shall be
payable by the Seller on the last day of such Tranche Period or, for a Eurodollar Tranche with a
Tranche Period of more than three months, 90 days after the commencement, and on the last day, of
such Tranche Period.

(b)	Clause (i) of the defined term "Termination Event"
appearing in Schedule I of the Sale Agreement is hereby deleted in its entirety and replaced
with the following:

(i) (a)	The ratio, determined as of the end of each fiscal quarter for the
then most-recently ended four fiscal quarters, of (x) Consolidated EBIT to (y) Consolidated
Interest Expense (as defined in the Originator Credit Agreement) is less than 2.5 to 1.0.

(b)	The ratio, determined as of the end of each fiscal quarter, of (x) Total
Debt to (y) Consolidated Total Capitalization (as defined in the Originator Credit Agreement) is
greater than .60 to 1.0.

(c)	The following new defined terms are hereby added to Schedule I of
the Sale Agreement in the correct alphabetical order as follows:

"Originator Credit Agreement" means the Credit Agreement,
dated as of June 14, 2002, among the Originator, as Borrower, the financial institutions party
thereto and LaSalle Bank National Association, as Agent and supplemented through the date hereof,
but without regard to any further amendment, supplement, waiver or termination of any provision
thereof unless consented to by the Instructing Group.

"Ratings" means the rating of long-term senior unsecured,
non-third party credit enhanced indebtedness of the Originator by Moody's or S&P, as
applicable, or if either Moody's or S&P does not maintain a rating of long-term senior
unsecured, non-third party credit enhanced indebtedness of the Originator, the "Issuer
Ratings" of the Originator maintained by Moody's or S&P, as applicable.

"Ratings Trigger Event" means the Originator's Ratings are
in Tier III.

"Tier I" means the Ratings are Baa3 (or above) by
Moody's and BB+ (or above) by S&P.

"Tier II" means the Ratings are Baa3 (or above) by
Moody's and BB or BB- by S&P.

"Tier III" means that the Originator's Ratings with
Moody's and S&P are not in Tier I or Tier II.

(d)	Clause (b) of the defined term "Prime Rate" is hereby
amended in its entirety and as so amended shall read as follows:

(b)	during the pendency of a Termination Event or Ratings Trigger Event,
2.50% for Investment of a Liquidity Provider and 2.50% for Investment of the Enhancer.

(e)	The defined term "Reserve Percentage" is hereby amended
in its entirety and as so amended shall read as follows:

"Reserve Percentage" means, at any time, the following
percentages, based upon whether the Ratings are in Tier I, Tier II, or
Tier III:



|Tier | Reserve Percentage
|---- | ------------------
|I    | 10.0%             
|II   | 15.0%             
|III  | 30.0%             

(f)	The date "October 30, 2002" appearing
in clause (d) of the defined term "Liquidity Termination Date" appearing in
Schedule I of the Sale Agreement is deleted and replaced with the date "December 30,
2002."

(g)	The date "October 30, 2002" appearing in clause
(c)(ii) of the defined term "Termination Date" appearing in Schedule I of the Sale
Agreement is deleted and replaced with the date "December 30, 2002."

(h)	Exhibit D to the Sale Agreement is hereby deleted in its entirety and
is hereby replaced with Exhibit D attached hereto.

(i)	Schedule II of Exhibit D to the Sale Agreement is hereby deleted in
its entirety and is hereby replaced with Schedule II attached hereto.

(j)	Schedule III to the Sale Agreement is hereby deleted in its entirety
and is hereby replaced with the Schedule III attached hereto.

Section 3.	Section 2 of this Amendment shall become
effective only once (i) the Agent has received, in form and substance satisfactory to the
Agent, all documents and certificates as the Agent may reasonably request (ii) a $20,000
amendment fee payable to the Agent and (iii) all other matters incident to the execution
hereof are satisfactory to the Agent.

Section 4.	The Sale Agreement, as amended and supplemented
hereby or as contemplated herein, and all rights and powers created thereby and thereunder or under
the other Transaction Documents and all other documents executed in connection therewith, are in
all respects ratified and confirmed.  From and after the date hereof, the Sale Agreement shall be
amended and supplemented as herein provided, and, except as so amended and supplemented, the Sale
Agreement, each of the other Transaction Documents and all other documents executed in connection
therewith shall remain in full force and effect.

Section 5.	This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but both or all of which, when taken
together, shall constitute but one instrument.

Section 6.	This Amendment shall be governed and construed in
accordance with the internal laws of the State of Illinois.



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

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

By:

Title:

By:

Title:

Windmill Funding Corporation

By:

Title:

IPL Funding Corporation

By:

Title:

Exhibit DIPL Funding Corporation
Periodic Report

(000's)

Consolidated Receivable Activity

1.	Beginning Receivables Balance (Line 6 From Prior Month)	$0

2.		Plus:  New Receivables (Gross)	0

3.		Less:  Cash Collections	0

4.		Less:  Dilutions (Non-Cash Adjustments)	0

5.		Less:  Write-Offs	0

6.	Ending Receivables Balance	0

7.		Plus:  Unbilled
Amounts	0

8.	Net Ending Balance	0

9.		Less:  Total Ineligible Receivables
(Schedule I)	0

10.	Eligible Receivables Balance	0

11.		Less:  Excess Obligor Concentrations
(Schedule II)	0

12.	Eligible Receivables
Balance	0

Receivables Aging (Schedule III)

$	 
; %

13.	0-30 Days Past Invoice	0	0.00%

14.	31-60 Days Past Invoice	0	0.00%

15.	61-90 Days Past Invoice	0	0.00%

16.	91+ Days Past
Invoice	0	0.00%

17.		Sub Total (Lines 12+13+14+15+16)	0	0.00%

18.	Unbilled	0	0.00%

19.		Total (Lines 17+18)	0	0.00%

Ownership Interest

20.	Aggregate Investment (AI)	$0

21.		Loss Reserve Percentage		0.00%

22.		Loss Reserve Amount (Line 20 x Line 21)	$0

23.		Other Reserves	$0

24.	Ownership Interest (Lines 20+22+23/Line 12)		0.00%

Loss Reserve Percentage Calculation

25.	Long-term senior unsecured debt ratings (or issuer ratings)		_________

26.	Applicable Tier (I, II or III)		_________

27.	Loss Reserve Percentage		_________

Covenant Compliance	Covenant Level	In Compliance	Ratio

28.	Delinquency Ratio (61-90 Days) 	<5.00%	Yes	0.00%

29.	Default Ratio (91+ Days)	<3.00%	Yes	0.00%

30.	Loss to Liquidation Ratio

(Schedule IV)	<1.00%	Yes	0.00%

31.	Coverage Ratio

(Line 12/Lines 20 + 22 + 23)	>100.0%	Yes	0.00%

32.	Consolidated EBIT/Consolidated

Interest Expense	>2.5:1

33.	Total Debt/Consolidated Total

Capitalization	<.60:1

34.	Required Payment Amount		$0

The undersigned hereby represents and warrants that the foregoing is a true and
accurate accounting in all material aspects of the Seller's Receivables compiled in accordance with
the Receivable Sale Agreement dated as of December 20, 1996 and that all representations and
warranties of Seller in such Receivables Sale Agreement are true and correct as of the date hereof
and are hereby restated and reaffirmed.

IPL Funding Corporation

Signature:

Name:

Title:         Treasurer



Schedule II

Obligor Concentrations
Top 10 Obligors

|Obligor                             | S&P | Moody's | Eligible
Receivable
Balance | %
Limit of ERB | &
Limit | Excess Concentration
|----------------------------------- | --- | ------- | --------------------------- | -------------- | ------- | --------------------
|1.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|2.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|3.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|4.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|5.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|6.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|7.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|8.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|9.                                  |     |         | 0                           | 0.00%          | 0       | 0                   
|10.                                 |     |         | 0                           | 0.00%          | 0       | 0                   
|Total Excess Obligor Concentrations | 0  



SCHEDULE III
PENDING LITIGATION



Originator has been named as a defendant in approximately 50 pending lawsuits alleging personal
injury or wrongful death stemming from exposure to asbestos and asbestos containing products
formerly located in Originator's power plants.  Originator has been named as a "premises
defendant" in that Originator did not mine, manufacture, distribute or install asbestos or
asbestos containing products.  These suits have been brought on behalf of persons who worked for
contractors or subcontractors hired by Originator.  Many of the primary defendants3⁄4
the asbestos manufacturers3⁄4
have filed for bankruptcy protection, and it is expected that many of the remaining manufacturers
will also be forced into bankruptcy.  Originator has insurance coverage for many of these claims;
currently, these cases are being defended by counsel retained by various insurers who wrote
"occurrence" coverage policies applicable to the period of time during which much of the
exposure has been alleged.  Although Originator does not believe that any of the pending asbestos
suits in which Originator is a named defendant will have a material adverse effect on Originator's
business or operations, Originator is unable to predict the number or effect any additional suits
may have, or the consequences to Originator of the bankruptcy of the asbestos manufacturers;
accordingly, Originator cannot assure the Banks that the pending or any additional suits will not
have a material effect on its business or operations.  Two asbestos cases are set for trial in
November 2002 and three cases are currently set for trial in 2003.

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

In September 2002 IPALCO and certain of its former officers and directors were sued in the U.S.
District Court for the Southern District of Indiana in connection with IPALCO's acquisition by The
AES Corporation.  Originator believes that this suit is without merit. While Originator cannot
predict the outcome, Originator does not believe that the suit will have a material adverse effect
on its financial condition, results of operations or liquidity.