EXHIBIT 10.23
     
                          FORM OF

               TERMINATION BENEFITS AGREEMENT
     AS AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 1993

 [See Schedule A attached hereto for a list of parties to,
     and dates of, the Termination Benefits Agreements]

     This Agreement, dated as of January 1, 1993, by and among IPALCO
ENTERPRISES, INC., an Indiana corporation having its principal
executive offices at 25 Monument Circle, Indianapolis, Indiana  46204
("IPALCO"), INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation
having its principal executive offices at 25 Monument Circle,
Indianapolis, Indiana  46204 ("IPL") (both IPALCO and IPL being
collectively referred to herein as the "Company"), and   , an Indiana
resident whose mailing address is    (the "Executive").

                      R E C I T A L S

     The following facts are true:

     A.  The Executive is serving the Company as a key executive
officer, and is expected to continue to make a major contribution to
the profitability, growth, and financial strength of the Company.

     B.  The Company considers the continued services of the Executive
to be in the best interests of the Company and its shareholders, and
desires to assure itself of the availability of such continued services
in the future on an objective and impartial basis and without
distraction or conflict of interest in the event of an attempt to
obtain control of the Company.

     C.  The Executive is willing to remain in the employ of the
Company upon the understanding that the Company will provide him with
income security upon the terms and subject to the conditions contained
herein if his employment is terminated by the Company without cause or
if he voluntarily terminates his employment for good reason.

     D.  If the Company and Executive entered into one or more
Termination Benefits Agreements prior to this Agreement (the "Prior
Termination Benefits Agreements"), this Agreement is intended to
supersede and replace the Prior Termination Benefits Agreements.

                     A G R E E M E N T

     In consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Company and the Executive agree
as follows:

     1.  Undertaking.  The Company agrees to pay to the Executive the
termination benefits specified in paragraph 2 hereof if (a) control of
IPALCO is acquired (as defined in paragraph 3(a) hereof) during the
term of this Agreement (as described in paragraph 5 hereof) and (b)
within three (3) years after the acquisition of control occurs (i) the
Company terminates the employment of the Executive for any reason other
than Cause (as defined in paragraph 3(b) hereof), death, the
Executive's attainment of age sixty-five (65) or total and permanent
disability, or (ii) the Executive voluntarily terminates his employment
for Good Reason (as defined in paragraph 3(c) hereof).

     2.  Termination Benefits.  If the Executive is entitled to
termination benefits pursuant to paragraph 1 hereof, the Company agrees
to pay to the Executive as termination benefits in a lump-sum payment
within five (5) calendar days of the termination of the Executive's
employment an amount to be computed by multiplying (i) the Executive's
average annual compensation (as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code")) payable by the Company
which was includable in the gross income of the Executive for the most
recent five (5) calendar years ending coincident with or immediately
before the date on which control of the Company is acquired (or such
portion of such period during which the Executive was an employee of
the Company), by (ii) two hundred ninety-nine and ninety-nine one
hundredths percent (299.99%).  For purposes of this Agreement,
employment and compensation paid by any direct or indirect subsidiary
of the Company will be deemed to be employment and compensation paid
by the Company.

     3.  Definitions.

                   (a)  As used in this Agreement, the "acquisition of
              control" means:

                       (i) The acquisition by any individual, entity or
                   group (within the meaning of Section 13(d)(3) or
                   14(d)(2) of the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act")) (a "Person") of
                   beneficial ownership (within the meaning of Rule 13d-3
                   promulgated under the Exchange Act) of twenty percent
                   (20%) or more of either (A) the then outstanding shares
                   of common stock of IPALCO (the "Outstanding IPALCO
                   Common Stock") or (B) the combined voting power of the
                   then outstanding voting securities of IPALCO entitled
                   to vote generally in the election of directors (the
                   "Outstanding IPALCO Voting Securities"); provided,
                   however, that the following acquisitions shall not
                   constitute an acquisition of control:  (A) any
                   acquisition directly from IPALCO (excluding an
                   acquisition by virtue of the exercise of a conversion
                   privilege), (B) any acquisition by IPALCO, (C) any
                   acquisition by any employee benefit plan (or related
                   trust) sponsored or maintained by IPALCO, IPL or any
                   corporation controlled by IPALCO or (D) any acquisition
                   by any corporation pursuant to a reorganization, merger
                   or consolidation, if, following such reorganization,
                   merger or consolidation, the conditions described in
                   clauses (A), (B) and (C) of subsection (iii) of this
                   paragraph 3(a) are satisfied;

                       (ii)  Individuals who, as of the date hereof,
                   constitute the Board of Directors of IPALCO (the
                   "Incumbent Board") cease for any reason to constitute
                   at least a majority of the Board of Directors of IPALCO
                   (the "Board"); provided, however, that any individual
                   becoming a director subsequent to the date hereof whose
                   election, or nomination for election by IPALCO's
                   shareholders, was approved by a vote of at least a
                   majority of the directors then comprising the Incumbent
                   Board shall be considered as though such individual
                   were a member of the Incumbent Board, but excluding,
                   for this purpose, any such individual whose initial
                   assumption of office occurs as a result of either an
                   actual or threatened election contest (as such terms
                   are used in Rule 14a-11 of Regulation 14A promulgated
                   under the Exchange Act) or other actual or threatened
                   solicitation of proxies or consents by or on behalf of
                   a Person other than the Board; or

                       (iii) Approval by the shareholders of IPALCO of a
                   reorganization, merger or consolidation, in each case,
                   unless, following such reorganization, merger or
                   consolidation, (A) more than sixty percent (60%) of,
                   respectively, the then outstanding shares of common
                   stock of the corporation resulting from such
                   reorganization, merger or consolidation and the
                   combined voting power of the then outstanding voting
                   securities of such corporation entitled to vote
                   generally in the election of directors is then
                   beneficially owned, directly or indirectly, by all or
                   substantially all of the individuals and entities who
                   were the beneficial owners, respectively, of the
                   Outstanding IPALCO Common Stock and Outstanding IPALCO
                   Voting Securities immediately prior to such
                   reorganization, merger or consolidation in
                   substantially the same proportions as their ownership,
                   immediately prior to such reorganization, merger or
                   consolidation, of the Outstanding IPALCO Stock and
                   Outstanding IPALCO Voting Securities, as the case may
                   be, (B) no Person (excluding IPALCO, any employee
                   benefit plan or related trust of IPALCO, IPL or such
                   corporation resulting from such reorganization, merger
                   or consolidation and any Person beneficially owning,
                   immediately prior to such reorganization, merger or
                   consolidation and any Person beneficially owning,
                   immediately prior to such reorganization, merger or
                   consolidation, directly or indirectly, twenty percent
                   (20%) or more of the Outstanding IPALCO Common Stock or
                   Outstanding Voting Securities, as the case may be)
                   beneficially owns, directly or indirectly, twenty
                   percent (20%) or more of, respectively, the then
                   outstanding shares of common stock of the corporation
                   resulting from such reorganization, merger or
                   consolidation or the combined voting power of the then
                   outstanding voting securities of such corporation
                   entitled to vote generally in the election of directors
                   and (C) at least a majority of the members of the board
                   of directors of the corporation resulting from such
                   reorganization, merger or consolidation were members of
                   the Incumbent Board at the time of the execution of the
                   initial agreement providing for such reorganization,
                   merger or consolidation; 

                       (iv)  Approval by the shareholders of IPALCO of (A)
                   a complete liquidation or dissolution of IPALCO or (B)
                   the sale or other disposition of all or substantially
                   all of the assets of IPALCO, other than to a
                   corporation, with respect to which following such sale
                   or other disposition (1) more than sixty percent (60%)
                   of, respectively, the then outstanding shares of common
                   stock of such corporation and the combined voting power
                   of the then outstanding voting securities of such
                   corporation entitled to vote generally in the election
                   of directors is then beneficially owned, directly or
                   indirectly, by all or substantially all of the
                   individuals and entities who were the beneficial
                   owners, respectively, of the Outstanding IPALCO Common
                   Stock and Outstanding IPALCO Voting Securities
                   immediately prior to such sale or other disposition in
                   substantially the same proportion as their ownership,
                   immediately prior to such sale or other disposition, of
                   the Outstanding IPALCO Common Stock and Outstanding
                   IPALCO Voting Securities, as the case may be, (2) no
                   Person (excluding IPALCO and any employee benefit plan
                   or related trust of IPALCO, IPL or such corporation and
                   any Person beneficially owning, immediately prior to
                   such sale or other disposition, directly or indirectly,
                   twenty percent (20%) or more of the Outstanding IPALCO
                   Common Stock or Outstanding IPALCO Voting Securities,
                   as the case may be) beneficially owns, directly or
                   indirectly, twenty percent (20%) or more of,
                   respectively, the then outstanding shares of common
                   stock of such corporation and the combined voting power
                   of the then outstanding voting securities of such
                   corporation entitled to vote generally in the election
                   of directors and (3) at least a majority of the members
                   of the board of directors of such corporation were
                   members of the Incumbent Board at the time of the
                   execution of the initial agreement or action of the
                   Board providing for such sale or other disposition of
                   assets of IPALCO; or

                       (v)  The closing, as defined in the documents
                   relating to, or as evidenced by a certificate of any
                   state or federal governmental authority in connection
                   with, a transaction approval of which by the
                   shareholders of IPALCO would constitute an "acquisition
                   of control" under subsection (iii) or (iv) of this
                   section 3(a) of this Agreement.

                   Notwithstanding anything contained in this Agreement to
              the contrary, if the Executive's employment is terminated
              before an "acquisition of control" as defined in this section
              3(a) and the Executive reasonably demonstrates that such
              termination (i) was at the request of a third party who has
              indicated an intention or taken steps reasonably calculated
              to effect an "acquisition of control" and who effectuates an
              "acquisition of control" (a "Third Party") or (ii) otherwise
              occurred in connection with, or in anticipation of, an
              "acquisition of control" which actually occurs, then for all
              purposes of this Agreement, the date of an "acquisition of
              control" with respect to the Executive shall mean the date
              immediately prior to the date of such termination of the
              Executive's employment.

                   (b)  As used in this Agreement, the term "Cause" means
              fraud, dishonesty, theft of corporate assets, or other gross
              misconduct by the Executive.  Notwithstanding the foregoing,
              the Executive shall not be deemed to have been terminated for
              cause unless and until there shall have been delivered to him
              a copy of a resolution duly adopted by the affirmative vote
              of not less than a majority of the entire membership of the
              Board at a meeting of the Board called and held for the
              purpose (after reasonable notice to him and an opportunity
              for him, together with his counsel, to be heard before the
              Board), finding that in the good faith opinion of the Board
              the Executive was guilty of conduct set forth above in the
              first sentence of the subsection and specifying the
              particulars thereof in detail.

                   (c)  As used in this Agreement, the term "Good Reason"
              means, without the Executive's written consent, (i) a
              demotion in the Executive's status, position or
              responsibilities which, in his reasonable judgment, does not
              represent a promotion from his status, position or
              responsibilities as in effect immediately prior to the change
              in control; (ii) the assignment to the Executive of any
              duties or responsibilities which, in his reasonable judgment,
              are inconsistent with such status, position or
              responsibilities; or any removal of the Executive from or
              failure to reappoint or reelect him to any of such positions,
              except in connection with the termination of his employment
              for total and permanent disability, death or Cause or by him
              other than for Good Reason; (iii) a reduction by the Company
              in the Executive's base salary as in effect on the date
              hereof or as the same may be increased from time to time
              during the term of this Agreement or the Company's failure to
              increase (within twelve (12) months of the Executive's last
              increase in base salary) the Executive's base salary after a
              change in control in an amount which at least equals, on a
              percentage basis, the average percentage increase in base
              salary for all executive and senior officers of the Company
              effected in the preceding twelve (12) months; (iv) the
              relocation of the principal executive offices of IPALCO or
              IPL, whichever entity on behalf of which the Executive
              performs a principal function of that entity as part of his
              employment services, to a location outside the Indianapolis,
              Indiana metropolitan area or the Company's requiring him to
              be based at any place other than the location at which he
              performed his duties prior to a change in control, except for
              required travel on the Company's business to an extent
              substantially consistent with his business travel obligations
              at the time of a change in control; (v) the failure by the
              Company to continue in effect any incentive, bonus or other
              compensation plan in which the Executive participates,
              including but not limited to the Company's stock option and
              restricted stock plans, unless an equitable arrangement
              (embodied in an ongoing substitute or alternative plan), with
              which he has consented, has been made with respect to such
              plan in connection with the change in control, or the failure
              by the Company to continue his participation therein, or any
              action by the Company which would directly or indirectly
              materially reduce his participation therein; (vi) the failure
              by the Company to continue to provide the Executive with
              benefits substantially similar to those enjoyed by him or to
              which he was entitled under any of the Company's pension,
              profit sharing, life insurance, medical, dental, health and
              accident, or disability plans in which he was participating
              at the time of a change in control, the taking of any action
              by the Company which would directly or indirectly materially
              reduce any of such benefits or deprive him of any material
              fringe benefit enjoyed by him or to which he was entitled at
              the time of the change in control, or the failure by the
              Company to provide him with the number of paid vacation and
              sick leave days to which he is entitled on the basis of years
              of service with the Company in accordance with the Company's
              normal vacation policy in effect on the date hereof; (vii)
              the failure of the Company to obtain a satisfactory agreement
              from any successor or assign of the Company to assume and
              agree to perform this Agreement; (viii) any purported
              termination of the Executive's employment which is not
              effected pursuant to a Notice of Termination satisfying the
              requirements of paragraph 4(c) hereof (and, if applicable,
              paragraph 3(b) hereof); and for purposes of this Agreement,
              no such purported termination shall be effective; or (ix) any
              request by the Company that the Executive participate in an
              unlawful act or take any action constituting a breach of the
              Executive's professional standard of conduct.

                   Notwithstanding anything in this paragraph 3(c) to the
              contrary, the Executive's right to terminate his employment
              pursuant to this paragraph 3(c) shall not be affected by his
              incapacity due to physical or mental illness.

           4. Additional Provisions.

                   (a)  Enforcement of Agreement.  The Company is aware
              that upon the occurrence of a change in control the Board of
              Directors or a shareholder of the Company may then cause or
              attempt to cause the Company to refuse to comply with its
              obligations under this Agreement, or may cause or attempt to
              cause the Company to institute, or may institute, litigation
              seeking to have this Agreement declared unenforceable, or may
              take or attempt to take other action to deny the Executive
              the benefits intended under this Agreement.  In these
              circumstances, the purpose of this Agreement could be
              frustrated.  It is the intent of the Company that the
              Executive not be required to incur the expenses associated
              with the enforcement of his rights under this Agreement by
              litigation or other legal action, nor be bound to negotiate
              any settlement of his rights hereunder, because the cost and
              expense of such legal action or settlement would
              substantially detract from the benefits intended to be
              extended to the Executive hereunder.  Accordingly, if
              following a change in control it should appear to the
              Executive that the Company has failed to comply with any of
              its obligations under this Agreement or in the event that the
              Company or any other person takes any action to declare this
              Agreement void or unenforceable, or institutes any litigation
              or other legal action designed to deny, diminish or to
              recover from the Executive the benefits entitled to be
              provided to the Executive hereunder and that the Executive
              has complied with all of his obligations under this
              Agreement, the Company irrevocably authorizes the Executive
              from time to time to retain counsel of his choice, at the
              expense of the Company as provided in this paragraph 4(a), to
              represent the Executive in connection with the initiation or
              defense of any litigation or other legal action, whether such
              action is by or against the Company or any director, officer,
              shareholder, or other person affiliated with the Company, in
              any jurisdiction.  Notwithstanding any existing or prior
              attorney-client relationship between the Company and such
              counsel, the Company irrevocably consents to the Executive
              entering into an attorney-client relationship with such
              counsel, and in that connection the Company and the Executive
              agree that a confidential relationship shall exist between
              the Executive and such counsel.  The reasonable fees and
              expenses of counsel selected from time to time by the
              Executive as hereinabove provided shall be paid or reimbursed
              to the Executive by the Company on a regular, periodic basis
              upon presentation by the Executive of a statement or
              statements prepared by such counsel in accordance with its
              customary practices, up to a maximum aggregate amount of
              $500,000.  Any legal expenses incurred by the Company by
              reason of any dispute between the parties as to
              enforceability of or the terms contained in this Agreement,
              notwithstanding the outcome of any such dispute, shall be the
              sole responsibility of the Company, and the Company shall not
              take any action to seek reimbursement from the Executive for
              such expenses.

                   (b)  Severance Pay; No Duty to Mitigate.  The amounts
              payable to the Executive under this Agreement shall not be
              treated as damages but as severance compensation to which the
              Executive is entitled by reason of termination of his
              employment in the circumstances contemplated by this
              Agreement.  The Company shall not be entitled to set off
              against the amounts payable to the Executive any amounts
              earned by the Executive in other employment after termination
              of his employment with the Company, or any amounts which
              might have been earned by the Executive in other employment
              had he sought such other employment.

                   (c)  Notice of Termination.  Any purported termination
              by the Company or by the Executive shall be communicated by
              written Notice of Termination to the other party hereto in
              accordance with paragraph 4(k) hereof.  For purposes of this
              Agreement, a "Notice of Termination" shall mean a notice
              which shall indicate the specific termination provision in
              this Agreement relied upon and shall set forth in reasonable
              detail the facts and circumstances claimed to provide a basis
              for termination of his employment under the provision so
              indicated.  For purposes of this Agreement, no such purported
              termination shall be effective without such Notice of
              Termination.

                   (d)  Internal Revenue Code.  Anything in this Agreement
              to the contrary notwithstanding, in the event that Deloitte
              & Touche determines that any payment by the Company to or for
              the benefit of the Executive pursuant to the terms of this
              Agreement would be nondeductible by the Company for federal
              income tax purposes because of Section 280G of the Code, then
              the amount payable to or for the benefit of the Executive
              pursuant to this Agreement shall be reduced (but not below
              zero) to the maximum amount payable without causing the
              payment to be nondeductible by the Company because of Section
              280G of the Code.  Such determination by Deloitte & Touche
              shall be conclusive and binding upon the parties.

                   (e)  Assignment.  This Agreement shall inure to the
              benefit of and be binding upon the parties hereto and their
              respective executors, administrators, heirs, personal
              representatives, successors, and assigns, but neither this
              Agreement nor any right hereunder may be assigned or
              transferred by either party hereto, any beneficiary, or any
              other person, nor be subject to alienation, anticipation,
              sale, pledge, encumbrance, execution, levy, or other legal
              process of any kind against the Executive, his beneficiary or
              any other person.  Notwithstanding the foregoing, the Company
              will assign this Agreement to any corporation or other
              business entity succeeding to substantially all of the
              business and assets of the Company by merger, consolidation,
              sale of assets, or otherwise and shall obtain the assumption
              of this Agreement by such successor.
<PAGE>
                   (f)  Entire Agreement.  This Agreement contains the
              entire agreement between the parties with respect to the
              subject matter hereof.  All representations, promises, and
              prior or contemporaneous understandings among the parties
              with respect to the subject matter hereof, including any
              Prior Termination Benefits Agreements, are merged into and
              expressed in this Agreement, and any and all prior agreements
              between the parties with respect to the subject matter hereof
              are hereby cancelled.

                   (g)  Amendment.  This Agreement shall not be amended,
              modified, or supplemented without the written agreement of
              the parties at the time of such amendment, modification, or
              supplement.

                   (h)  Governing Law.  This Agreement shall be governed
              by and subject to the laws of the State of Indiana.

                   (i)  Severability.  The invalidity or unenforceability
              of any particular provision of this Agreement shall not
              affect the other provisions, and this Agreement shall be
              construed in all respects as if such invalid or unenforceable
              provision had not been contained herein.

                   (j)  Captions.  The captions in this Agreement are for
              convenience and identification purposes only, are not an
              integral part of this Agreement, and are not to be considered
              in the interpretation of any part hereof.

                   (k)  Notices.  Except as otherwise specifically
              provided in this Agreement, all notices and other
              communications hereunder shall be in writing and shall be
              deemed to have been duly given if delivered in person or sent
              by registered or certified mail, postage prepaid, addressed
              as set forth above, or to such other address as shall be
              furnished in writing by any party to the others.

                   (l)  Waivers.  Except as otherwise specifically
              provided in this Agreement, no waiver by either party hereto
              of any breach by the other party hereto of any condition or
              provision of this Agreement to be performed by such other
              party shall be deemed to be a valid waiver unless such waiver
              is in writing or, even if in writing, shall be deemed to be
              a waiver of a subsequent breach of such condition or
              provision or a waiver of a similar or dissimilar provision or
              condition at the same or at any prior or subsequent time.

                   (m)  Gender.  The use of the masculine gender
              throughout this Agreement is solely for convenience; thus, in
              cases where the Executive is female, the feminine gender
              shall be deemed to be used in place of the masculine gender.


           5.  Term of this Agreement.  This Agreement shall remain in effect
until January 1, 1998 or until the expiration of any extension thereof. 
The term of this Agreement shall be automatically extended for one (1)
year periods without further action of the parties as of January 1,
1994 and each succeeding January 1 thereafter, unless IPALCO shall have
served written notice to the Executive prior to January 1, 1994 or
prior to January 1 of each succeeding year, as the case may be, of its
intention that the Agreement shall terminate at the end of the five (5)
year period that begins with the January 1 following the date of such
written notice.

           IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.

                       IPALCO ENTERPRISES, INC.


                       By:                                               
 
Attest:


                         

                       INDIANAPOLIS POWER & LIGHT COMPANY


                       By:                                               

Attest:

                          



                                                         
                                         
<PAGE>
                         SCHEDULE A
                             TO
               TERMINATION BENEFITS AGREEMENT
     As Amended and Restated, Effective January 1, 1993

By and among IPALCO Enterprises, Inc., Mid-America Capital Resources,
Inc. and the following individuals: 

Joseph A. Gustin
David C. Kiesel
Daniel L. Short
William A. Tracy
Kevin P. Greisl (effective December 25, 1995)
Edward J. Ryan (effective May 1, 1995)

By and among IPALCO Enterprises, Inc., Indianapolis Power & Light
Company and the following individuals:  

Michael G. Banta (effective July 1, 1995)
John C. Berlier, Jr.
John R. Brehm
Max Califar
Ralph E. Canter (effective May 1, 1995)
John R. Hodowal
Ramon L. Humke
Donald W. Knight
David J. McCarthy (effective January 1, 1996)
Robert A. McKnight, Jr.
Steven L. Meyer
Stephen J. Plunkett
Robert W. Rawlings
Joseph A. Slash
Clark L. Snyder
Thomas A. Steiner
Bryan G. Tabler (effective as of October 1, 1994)
Gerald D. Waltz
John D. Wilson
Wendy V. Yerkes (effective May 1, 1995)

By and between IPALCO Enterprises, Inc. and the following individuals:

Maurice O. Edmonds
N. Stuart Grauel
Susan Hanafee (effective May 1, 1995)

By and among IPALCO Enterprises, Inc. and Store Heat and Produce
Energy, Inc. and the following individual:

Michael J. Farmer (effective as of February 6, 1995)