**Exhibit 10.1****FIRST AMENDMENT**
THIS FIRST AMENDMENT dated as of June 2, 2004 (this"Amendment") is to the Credit Agreement (the "CreditAgreement") dated as of June 4, 2003 among INDIANAPOLIS POWER &LIGHT COMPANY, an Indiana ccorporation (the "Borrower"),various financial institutions (the "Banks") and LASALLE BANKNATIONAL ASSOCIATION, as agent for the Banks (the "Agent").Unless otherwise defined herein, terms defined in the Credit Agreement are usedherein as defined in the Credit Agreement.

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

NOW, THEREFORE, in consideration of the premises and for other good andvaluable consideration (the receipt and sufficiency of which are herebyacknowledged), the parties hereto agree as follows:
AMENDMENTS
.  On (and subject to the occurrence of) the AmendmentEffective Date (as defined below), (i) the definition of "CommitmentTermination Date" in Section 1.1 of the Credit Agreement shall be amendedby deleting the date "June 3, 2004" where it appears in suchdefinition and inserting "May 31, 2005" therefor, (ii) Section 2.13(B)of the Credit Agreement shall be amended by adding the word"Aggregate" in front of the words "Outstanding CreditExposure" the first place such words appear in such Section and (iii)Schedules III, IV, and V, respectively, of the Credit Agreement shall be amendedto read in their entirety as set forth in 
Exhibit A
 hereto.
REPRESENTATIONS AND WARRANTIES
. Borrower represents and warrants tothe Agent and the Banks that after giving effect to this Amendment: (a) therepresentations and warranties made in the Credit Agreement are true and correcton and as of the Amendment Effective Date with the same effect as if made on andas of the Amendment Effective Date; (b) no Event of Default or Default exists orwill result from the execution and delivery of this Amendment by Borrower; (c)the execution and delivery by Borrower of this Amendment and the performance byBorrower of its obligations under the Credit Agreement as amended hereby (as soamended, the "
Amended Credit Agreement
") (i) are within thecorporate powers of Borrower, (ii) have been duly authorized by all necessarycorporate action, (iii) have received all necessary approvals from anygovernmental authority having jurisdiction over Borrower and (iv) do not andwill not conflict with any provision of any law or any administrative order ordecree which is binding on Borrower or any of its Subsidiaries or of anyprovision of the certificate of incorporation or bylaws or other organizationaldocuments of Borrower or of any agreement which is binding on Borrower or any ofits Subsidiaries; and (d) the Amended Credit Agreement is the legal, valid andbinding obligation of Borrower, enforceable against Borrower in accordance withits terms, subject to bankruptcy, insolvency or similar laws affecting theenforcement of creditors' rights generally and to general principles of equity(regardless of whether considered in a proceeding at law or in equity).
EFFECTIVENESS
.  The amendments set forth in 
Section 1
above shall become effective as of the date (the "
Amendment EffectiveDate
") when (a) the Agent shall have received a counterpart of thisAmendment executed by Borrower and the Banks and (b) Borrower shall have paid anamendment fee to the Agent for the account of each Bank in an amount equal to0.10% of such Bank's Total Commitment by wire transfer of immediately availablefunds.
MISCELLANEOUS.
Continuing Effectiveness, etc.
  As herein amended, the CreditAgreement shall remain in full force and effect and is hereby ratified andconfirmed in all respects.  After the Amendment Effective Date, all referencesin the Credit Agreement, the Notes, each other Financing Document and anysimilar document to the "Credit Agreement" or similar terms shallrefer to the Amended Credit Agreement.
Counterparts
.  This Amendment may be executed in any number ofcounterparts and by the different parties on separate counterparts, and eachsuch counterpart shall be deemed to be an original but all such counterpartsshall together constitute one and the same Amendment.
Expenses
.  Borrower agrees to pay the reasonable out-of-pocket costsand expenses of the Agent (including without limitation reasonable attorney'sfees) in connection with the preparation, execution and delivery of thisAmendment.
Governing Law
.  This Amendment shall be a contract made under andgoverned by the laws of the State of Illinois applicable to contracts made andto be wholly performed within the State of Illinois.
Successors and Assigns
.  This Amendment shall be binding uponBorrower, the Banks and the Agent and their respective successors and assigns,and shall inure to the benefit of Borrower, the Banks and the Agent and thesuccessors and assigns of Borrower, the Banks and the Agent; 
provided
that Borrower shall not have any right to assign this Amendment without theprior written consent of the Agent and the Banks.

[Signatures Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beexecuted by their respective officers thereunto duly authorized, as of the datefirst 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:
**THE PROVIDENT BANK**
By:	
      Name:

      Title:

 
**EXHIBIT A

Amended Schedules

SCHEDULE III****