EXHIBIT 10.7



                    INTERCONNECTION AGREEMENT


                             Between


               INDIANAPOLIS POWER & LIGHT COMPANY


                               And


         HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.


                               For


         Interchange Wholesale Sales and Purchases under
     Emergency Service, Energy Transfer, Interchange Power,
        Short Term Power, Limited Term Power (Firm), and
                    Diversity Power Schedules















                  Dated as of December 1, 1981


0.01 THIS AGREEMENT, dated as of the 1st day of December, 1981,
between INDIANAPOLIS POWER & LIGHT COMPANY ("IPL"), and HOOSIER ENERGY
RURAL ELECTRIC COOPERATIVE, INC. ("Hoosier"), both Indiana corporations:

                           WITNESSETH:

0.02 WHEREAS, IPL and Hoosier each owns electrical facilities and is
engaged in the generation, transmission, distribution, and sale of
electric power and energy in Indiana; and

0.03 WHEREAS, IPL and Hoosier desire that certain 161,000-volt and
138,000-volt transmission line facilities be provided and built so as to
establish a 138,000-volt interconnection between the IPL system and the
Hoosier system; and

0.04 WHEREAS, IPL and Hoosier desire to avail themselves of the mutual
benefits and advantages to be realized by interconnected systems
operation through such 138,000-volt interconnection; and

0.05 WHEREAS, the parties desire to fix the terms and conditions upon
which such interconnection shall be provided and built and upon which the
furnishing of interconnection services shall be effected;

0.06 NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

                            ARTICLE 1

   PROVISIONS FOR AND CONTINUITY OF INTERCONNECTION OPERATION

Facilities To Be Provided By Hoosier

1.01 Hoosier shall provide, own, and install, or cause to be installed,
the following described facilities:

     1.011  A 138,000-volt single circuit transmission line
     approximately one mile in length, constructed with aluminum
     conductors not less than 795 MCM in size, to extend in a generally
     northeasterly direction from the existing switchyard, located at
     Hoosier's Ratts Generating Station ("Ratts"), to IPL's Petersburg
     Station (the "Ratts-Petersburg Line")

     1.012  At Ratts, a 161,000-138,000-volt autotransformer, including
     facilities essential to the protection of line and station
     equipment, and such equipment on the autotransformer necessary to
     attain a 200 MVA rating.

     1.013  At Ratts, the necessary terminal equipment, including
     facilities essential to the protection of line and station
     equipment.

     1.014  At Ratts and other suitable locations, such communication,
     telemetering, and load control facilities as shall hereafter be
     determined by the parties as necessary for the proper and efficient
     interconnected operation of the parties' systems.

Facilities To Be Provided By IPL

1.02  IPL shall provide, own, and install, or cause to be installed, the
following described facilities:

     1.021  At IPL's Petersburg Station ("Petersburg"), the necessary
     terminal equipment, including facilities essential to the
     protection of line and station equipment.

     1.022  At Petersburg, replacement of certain 138,000-volt equipment
     necessary to provide proper coordination and protection of line and
     station equipment consistent with sound engineering practices.

     1.023  At Petersburg, a new terminal for the existing line to
     Southern Indiana Gas and Electric Company's Dubois line, together
     with necessary protection, communication, metering, and load
     control facilities essential to the protection of line and station
     facilities.

     1.024  At Petersburg and other suitable locations, such communication,
     telemetering, and load control facilities as shall hereafter be
     determined by the parties as necessary for the proper and efficient
     interconnected operation of the parties' systems.

     1.025  At Petersburg, suitable 138,000-volt metering equipment as
     described in Section 4.02 below.


1.03  IPL shall arrange with Southern Indiana Gas and Electric Company
for the relocation and retermination of a portion of the Petersburg-Dubois
138,000-volt line owned by Southern Indiana Gas and Electric Company to a
new line terminal at Petersburg as described in Section 1.023 hereof.

1.04  In consideration of the provisions of this agreement, the
parties agree that within six (6) calendar months after the
Interconnection Date as defined in Article 9, payments will be made as
follows:

     1.041  IPL will keep an accurate accounting of its cost of
     establishing the facilities specified in Article 1.02 herein, and
     the cost of, or payments to Southern Indiana Gas and Electric
     Company for, the relocation of facilities in Article 1.03 hereof
     ("IPL Investment").  Such costs shall include:

     A.   The cost of material and labor for installing the facilities
          specified in Subsections 1.021, 1.023, 1.024 and 1.025
          herein, including all transportation, stores, interest, and
          engineering expenses and proper apportionments.

     B.   The cost of material and labor for removing and replacing
          three line breakers and associated equipment specified in
          Subsection 1.022 herein, including all transportation,
          stores, interest, and engineering expenses, and proper
          apportionments.

     1.042  Hoosier will keep an accurate accounting of its cost of
     establishing the facilities specified in Article 1.01 hereof
     ("Hoosier Investment").  Such costs shall include:

     A.   The material and labor cost of all new equipment required for
          the establishment of facilities herein specified, including
          all transportation, stores expenses, and proper apportionments.

     B.   The installation labor and original purchase cost of the
          autotransformer specified in Subsection 1.012 including
          engineering and proper apportionments.

     1.043  If the IPL Investment exceeds one-third (1/3) of the sum of
     IPL Investment and Hoosier Investment ("Total Investment"), Hoosier
     agrees to pay IPL the amount by which IPL Investment exceeds
     one-third (1/3) of the Total Investment.

     If the Hoosier Investment exceeds two-thirds (2/3) of the Total
     Investment, IPL agrees to pay Hoosier the amount by which Hoosier
     Investment exceeds two-thirds (2/3) of the Total Investment.


Interconnection Point

1.05  The Interconnection Point shall be that point at Petersburg where
the terminal facilities provided therefor by IPL shall be connected to
the Petersburg-Ratts Line.

Facilities Obligations Common To The Parties

1.06  Subject to accidents, strikes, litigation, delays in securing
delivery of equipment or other similar or dissimilar causes beyond the
reasonable control of the parties, including the procuring of the
necessary materials and labor and the obtaining of all the necessary
governmental authorizations and permits approving the use of such labor
and materials, the installation of the facilities to be provided by the
parties, as hereinabove described, shall be completed and in service on
or before June 1, 1982, (the "In-Service Date").  Should said facilities
be delayed beyond said date due to any of the aforesaid causes, it shall
nevertheless be completed as soon thereafter as practicable.

1.07  The parties shall cooperate to assure the maximum practicable
coordination of design and installation of the facilities to be installed
by each of them with new and existing facilities of the other.  Each
party agrees to promptly notify the other party of any potential delay in
the In-Service Date.

Synchronous Operation

1.08  When the installation of the facilities as provided for under this
Article 1 is completed, the systems of the parties shall be connected at
the Interconnection Point and thereafter throughout the duration of this
agreement, subject to the provisions of this Section 1.08 and Section
1.09, such systems shall be operated in continuous synchronism through
such line.  If synchronous operation of the systems through such line
becomes interrupted either manually or automatically because of reasons
beyond the control of either party or because of scheduled maintenance
that has been agreed to by both parties, the parties shall cooperate to
remove the cause of such interruption as soon as practicable and restore
such line to normal operating condition.  Neither party shall be
responsible to the other party for any damage or loss of revenue caused
by any such interruption.

1.09  The parties hereto agree that either party may interrupt
synchronous operation through this interconnection if either determines
that its facilities may be damaged due to excessive loadings, and such
loadings may be reduced or alleviated by such interruption.  If such
interruption occurs, the parties shall cooperate to remove the cause of
such loadings as soon as practicable and restore such interconnection to
normal operating condition.  Neither party shall be responsible to the
other party for damage or loss of revenue caused by such interruption.

The parties hereto further agree to study and negotiate the installation,
ownership, and cost of any additional equipment necessary to effect a
long term solution to any such excessive loading herein described in the
event either party determines that this interconnection contributes to
the excess loading and requests such negotiation.

Maintenance of Equipment

1.10  The parties hereto shall each keep the lines, together with all
associated equipment and appurtenances, described in Article 1 hereof
that are located on their respective sides of the Interconnection Point
in a suitable condition of repair at all times, each at its own expense,
in order that said lines will operate in a reliable  and satisfactory
manner and in order that reduction in the capacity of said lines will be
avoided to the extent practicable.

1.11  The parties hereto understand that IPL and Hoosier each now has its
transmission system interconnected with the electric transmission systems
of other electric utility companies and each has contracted for other
such interconnections and may hereafter during the term of this agreement
desire to make additional interconnections with such companies or with
other electric utility companies.  Each such additional interconnection
with another electric utility system shall be discussed between the
parties and if, in the opinion of either party, the establishment of such
interconnection will cause transfer of power or reactive power through
the system of either party during normal parallel operation to or from
the systems with which either party proposes to add an interconnection to
its system, then before any such additional interconnection is made,
joint load studies shall be carried on to determine the effect which such
interconnection will have on the transmission systems of the parties.  If
as the results of such studies it is the reasonable opinion of one of the
parties that the proposed additional interconnection would cause
unreasonable transfers of power or reactive power through the electric
transmission system of such party or otherwise impair the ability of such
party to carry out its own obligations, then the party proposing such
additional interconnection shall, before such proposed interconnection is
placed in service:

     1.111     agree to compensate the other party for the use of that
     portion of its facilities determined to be dedicated to the new
     situation caused by the establishment of the proposed interconnection;
     and/or

     1.112     install and/or remove such equipment as may be reasonably
     necessary to avoid such unreasonable transfers of power or reactive
     power; or

     1.113     abandon the establishment of such additional interconnection.


                            ARTICLE 2

                     SERVICES TO BE RENDERED

2.01 It is the purpose of the parties hereto to realize on an equitable
basis, all benefits practicable to be effected through coordination in
the operation and development of their respective systems.  It is
understood by the parties that such benefits may be realized under the
stated terms and conditions of the following interconnection
services:

A.   the furnishing of mutual emergency and standby assistance, in
     accordance with Service Schedule A annexed hereto;

B.   the transfer of electric energy through the transmission system of
     one party for the benefit of the other, in accordance with Service
     Schedule B annexed hereto;

C.   the interchange, sale, and purchase of energy to effect operating
     economies, in accordance with Service Schedule C annexed hereto;

D.   the sale and purchase of short-term electric power and energy
     available on the system of one party and needed on the system of
     the other, in accordance with Service Schedule D annexed hereto;

E.   the sale and purchase of limited term power and energy available on
     the system of one party and needed on the system of the other, in
     accordance with Service Schedule E annexed hereto;

F.   the sale and purchase of diversity power and energy, in accordance
     with Service Schedule F annexed hereto.


In furtherance of such purpose the parties hereto shall create an
Operating Committee as provided in Article 7 hereof.

2.02  Inasmuch as the specific services to be rendered in furtherance of
such purpose will vary, and the terms and conditions applicable to such
services may require modification from time to time while this Agreement
is in effect, it is intended that such specific services and the terms
and conditions applicable thereto be set forth in service schedules
mutually agreed upon from time to time between the parties.  Such service
schedules, until and unless changed by such mutual agreement, shall be
those provided by Section 2.03 hereof, each of which, while in effect,
shall be deemed to be a part of this agreement.  Nothing contained herein
shall be construed as affecting in any way the right of IPL in furnishing
service under these rate schedules to unilaterally make application to
the Federal Energy Regulatory Commission ("FERC") for a change in rates
under Section 205 of the Federal Power Act and pursuant to the FERC's
Rules and Regulations promulgated thereunder.  Nothing contained herein
shall be construed as affecting in any way the right of Hoosier in
furnishing service under these rate schedules to unilaterally make
application to the Public Service Commission of Indiana for a change in
rates in accordance with the Public Service Commission Act and pursuant
to such Commission's Rules and Regulations promulgated thereunder.

2.03 The respective service schedules shall be designated:

        I.  Service Schedule A - Emergency Service
       II.  Service Schedule B - Energy Transfer
      III.  Service Schedule C - Interchange Power
       IV.  Service Schedule D - Short Term Power
        V.  Service Schedule E - Limited Term Power (Firm)
       VI.  Service Schedule F - Diversity Power

such service schedules having been agreed upon between the Parties
hereto, are attached hereto, made a part hereof, and marked Exhibits I,
II, III, IV, V, and VI, respectively.

2.04  Nothing in this Agreement shall require either party hereto to
purchase power or energy from a third party and resell it to the other
party hereto at a price less than the total cost of supplying such
purchased power or energy.

                            ARTICLE 3

                       SERVICE CONDITIONS

Control of System Disturbance

3.01  The parties hereto shall maintain and operate their respective
systems in accordance with sound operating practice so as to minimize the
likelihood of disturbance originating in either system which might cause
impairment to the service of the system of the other party or of any
system interconnected with the system of the other party.

Control of Kilovar Exchange

3.02  It is intended that neither party hereto shall be obligated to
deliver kilovars for the benefit of the other party; also that neither
party shall be obligated to receive kilovars when to do so may introduce
objectionable operating conditions on its system.  The Operating
Committee shall be responsible for the establishment from time to time of
operating procedures and schedules, in respect of carrying kilovar loads
by one system for the other in order to secure adequate service and
economical use of the facilities of both systems and in respect of proper
charges, if any, for the use of facilities carrying kilovar loads. In
discharging such duties the Operating Committee shall recognize that in
the transmission and delivery of power and energy hereunder the carrying
of kilovar loads by either of the parties, in harmony with sound
engineering principles of transmission operation with their systems
interconnected, is subject to numerous variables contingent upon loading
and operating conditions existing simultaneously on both of their
systems.  The operating procedures and schedules so set up by the
Operating Committee shall be in accord with such principles and shall
require each of the parties to carry kilovar loads at such times and in
such amounts as will be equitable to both parties.

Control of Unscheduled Power Deliveries

3.03  The parties hereto shall exercise reasonable foresight in carrying
out all matters related to the providing and operating of their
respective electric power resources so as to minimize to the extent
practicable deviations between actual and scheduled deliveries of
electric power and energy between their systems.  The parties shall
provide and install on their respective systems such communication and
telemetering facilities as are essential to so minimize such deviations;
and, in developing and executing operating procedures that will enable
the parties to avoid, to the extent practicable, deviations from
scheduled deliveries, shall fully cooperate with each other and with
third parties whose systems are either directly or indirectly
interconnected with the systems of the parties and who of necessity,
together with the parties, must unify their efforts cooperatively to
achieve effective and efficient interconnected operation.  The parties
recognize, however, that, despite their best efforts to prevent the same,
unscheduled deliveries of electric energy from one party to the other may
occur.  In such events, electric energy delivered hereunder shall be
settled for either by the return of equivalent energy or by payment of
the out-of-pocket cost (such  cost being at the delivery point or points,
set forth in Section 4.01 of this agreement, taking into account
electrical losses incurred from the source or sources of such energy to
said delivery point or points) of electric energy delivered hereunder to
the supplying party plus ten percent of such cost.  If equivalent energy
is returned, it shall be returned at times when the load conditions of
the party receiving it are substantially equivalent to the load
conditions of such party at the time the energy for which it is returned
was delivered or, if such party elects to have equivalent energy returned
under different conditions, it shall be returned in such amounts, to be
agreed upon by the Operating Committee, as will compensate for the
difference in conditions.


                            ARTICLE 4

         DELIVERY POINTS, METERING POINTS, AND METERING

Delivery Points

4.01  All electric energy delivered under this agreement shall be of the
character commonly known as three-phase sixty-cycle energy, and shall be
delivered at the Interconnection Point, as defined under Section 1.05
hereof, at a nominal voltage of 138,000-volts and at such other points
and voltages as may be agreed upon by the parties in a written amendment
hereto.

Metering Points

4.02  Electric Power and energy supplied under this agreement shall be
measured by suitable metering equipment, having appropriate voltage
rating, to be installed, owned and maintained at the Metering Point as
hereinafter defined; and at such other points, voltages, and ownership as
may be agreed upon by the parties in a written amendment hereto:

     4.021     At the Interconnection Point specified in Section 1.025
     above, by 138,000 volt metering equipment to be installed, owned
     and maintained by IPL.  ("Metering Point")

Metering

4.03  Suitable metering equipment at the metering point provided in
Section 4.02 above shall include electric meters, potential and current
transformers, and such other appurtenances as shall be necessary to give
for each direction of flow the following quantities:

A.   a continuous automatic graphic record of both kilowatts and
     kilovars,

B.   an automatic record of the kilowatthours for each clock hour, and

C.   a continuous integrating record of the kilowatthours.

4.04  Unless otherwise provided for in this agreement, measurements of
electric energy for the purpose of effecting settlements under this
agreement shall be made by standard types of electric meters installed
and maintained, by the owner at the metering point provided for in
Section 4.02 hereof.  The timing devices of all meters having such
devices shall be maintained in time synchronism as closely as
practicable.  The meters shall be sealed and the seals shall be broken
only upon occasions when the meters are to be tested or adjusted. For
the purpose of checking the records of the metering equipment installed
by one of the parties hereto as hereinabove provided, the other party
hereto shall have the right to install check metering equipment at the
aforesaid metering points.  Check metering equipment so installed by one
party on the premises of another party, unless otherwise provided for in
this agreement, shall be owned and maintained by the party installing
such equipment.  Upon termination of this agreement, the party owning
such check metering equipment shall remove it from the premises of the
other party.  Authorized representatives of both parties shall have
access at all reasonable hours to the premises where the meters are
located and to the records made by the meters.

4.05  The aforesaid metering equipment shall be tested by the owner at
suitable intervals and its accuracy of registration maintained in
accordance with good practice.  On request of either party hereto, a
special test may be made at the expense of the party requesting such
special test.  Representatives of both parties shall be afforded the
opportunity to be present at all routine or special tests and upon
occasions when any readings for purposes of settlements hereunder are
taken from meters not bearing an automatic record.

4.06  If, at any test of metering equipment an inaccuracy shall be
disclosed exceeding two percent, the account between the parties hereto
for service theretofore delivered shall be adjusted to correct for the
inaccuracy over the shorter of the following two periods:  (1) for the
thirty-day period immediately preceding the day of the test or (2) for
the period that such inaccuracy may be determined to have existed.
Should the metering equipment provided for in Section 4.03 hereof at any
time fail to register, the electric power and energy delivered during
such failure shall be determined from the check meters, if installed, or
otherwise shall be determined from the best available data.

                            ARTICLE 5

                     RECORDS AND STATEMENTS

Records

5.01  In addition to records of the metering provided for in Article 4
hereof, the parties hereto shall keep, in duplicate, such other records
as may be needed to afford a clear history of the various deliveries of
electric energy made, and of the clock-hour integrated demands in
kilowatthours delivered, by one party to the other.  In maintaining such
records, the parties shall effect such segregations and allocations of
demands and electric energy delivered into classes representing the
various services and conditions as may be needed to effect settlements
under this agreement.  The originals of all such records shall be
retained by the party keeping the records and the duplicates shall be
delivered monthly to the other party, unless the parties agree in writing
upon a different time interval for such delivery.

Statements

5.02  As promptly as practicable after the end of each calendar month,
the parties hereto shall cause to be prepared a statement setting forth
the electric power and energy transactions between them during such month
in such detail and with such segregations as may be needed for operating
records or for settlements under this agreement.

                            ARTICLE 6

                      BILLINGS AND PAYMENTS

6.01  All bills for amounts owed by one party hereto to the other shall
be due and payable on the fifteenth day of the month next following the
month in which the service was provided, or on the tenth day following
receipt of a bill therefor, whichever is later.  Interest on unpaid
amounts shall accrue at the annual rate of 1/2 percent above the prime
commercial lending rate established from time to time by Indiana National
Bank at Indianapolis, Indiana and is chargeable from the due date of the
bill to the date of payment.  The term "month" shall mean a calendar
month for the purpose of settlements under this agreement.

                            ARTICLE 7

                       OPERATING COMMITTEE

7.01  To coordinate the operation of their respective generating,
transmission and substation facilities, in order that the advantages to
be derived hereunder may be realized by the parties hereto to the fullest
practicable extent, the parties shall establish a committee of authorized
representatives to be known as the Operating Committee.  Each of the
parties shall designate in writing delivered to the other party, the
person who is to act as its representative on said committee (and the
person or persons who may serve as alternates whenever such
representative is unable to act).  Each of such representatives and
alternates shall be persons familiar with the generating, transmission,
and substation facilities of the system of the party he represents, and
each shall be fully authorized (1) to cooperate with the other
representative (or alternates) and (2) to determine and agree from time
to time, in accordance with this agreement and with any other relevant
agreements then in effect between the parties, upon the following:

     7.011     All matters pertaining to the coordination of the maintenance
     of generating and transmission facilities of the parties hereto.

     7.012     All matters pertaining to the control of time, frequency,
     energy flow, kilovar exchange, power factor, voltage, and other
     similar matters bearing upon the satisfactory synchronous operation
     of the systems of the parties.

     7.013     Such other matters not specified herein in respect of which
     cooperation, coordination, and agreement as to quantity, time,
     method, terms and conditions are necessary to the efficient
     operation of the respective systems of the parties to the end that
     the intent and purpose of this agreement shall be realized by the
     parties to the fullest extent practicable.


7.02  For the purpose of inspection and reading of meters, checking of
records, and all other pertinent matters, said representatives or their
alternates shall have the right of access at any reasonable time to all
facilities and equipment of the parties hereto used or to be used in the
performance of this agreement.

                            ARTICLE 8

                      CONTINUITY OF SERVICE

8.01  Each party hereto shall exercise reasonable care and foresight to
maintain continuity of service as provided under this agreement, but
neither party shall be considered in default in respect of any obligation
hereunder if prevented from fulfilling such obligation by reason of
uncontrollable forces.  The term "uncontrollable forces" shall be deemed
for the purposes of this agreement to mean earthquake, storm, lightning,
flood, backwater caused by flood, fire, epidemic, accident, failure of
facilities, war, riot, civil disturbances, strike, labor disturbances,
restraint by court or public authority, or other similar or dissimilar
causes beyond the control of the party affected thereby, which causes
such party could not have avoided by exercise of reasonable care. A
party unable to fulfill any obligation by reason of uncontrollable forces
shall immediately notify the other party of such disability and shall use
its best efforts to remove such disability with reasonable dispatch.


                            ARTICLE 9

                      DURATION OF AGREEMENT

9.01  This agreement shall become effective at the date hereof, subject
to the filing requirements of FERC, or any other regulatory authority
having jurisdiction and to approval of any such authority, if required,
and shall continue in effect for a period of ten (10) consecutive years
commencing upon the Interconnection Date, as hereinafter defined, (the
"Initial Term"), and thereafter for successive terms of three (3) years
each unless and until terminated as provided in Section 9.02 hereof; the
Interconnection Date shall be the first day of the calendar month next
following the day, or on such day if it should be the first day of a
calendar month, upon which the systems of the parties are connected at
the Interconnection Point set forth in Article 1 hereof.  As soon as
practicable following the Interconnection Date, the parties, as a matter
of record, shall exchange letters confirming such date as the Interconnection
Date.

9.02  This agreement and any amendments pertaining thereto shall not
become effective until approved by the Rural Electrification Administration.

9.03  Either party upon at least thirty months' prior written notice to
the other, may terminate this agreement after the expiration of the
Initial Term or any successive term hereof; provided, that this agreement
shall not be deemed to have terminated until all prior commitments for
sale or purchase of power under this agreement have been fulfilled.

                           ARTICLE 10

                           ARBITRATION

10.01  In the event a disagreement between the parties hereto has reached
an impasse between the parties hereto with respect to (A) any matter
herein specifically made subject to arbitration, (B) any question of
operating practice involved in the deliveries of power and energy herein
provided for, (C) any question of fact involved in the application of the
provisions of this agreement, or (D) the interpretation of any provision
of this agreement, the disputed matter upon demand of either party, shall
be submitted to arbitration in the manner hereinafter provided.  An offer
of such submission to arbitration shall be a condition precedent to any
right to institute proceedings at law or in equity concerning such matter.

10.02  The party hereto calling for arbitration shall serve notice in
writing upon the other party hereto, setting forth in detail the subject
or subjects to be arbitrated, and the parties thereupon shall endeavor to
agree upon and appoint one person to act as sole arbitrator.  If the
parties fail so to agree within a period of fifteen days from the receipt
of the original notice, the party calling for the arbitration shall, by
written notice to the other party, give notice for appointment of a board
of arbitrators skilled with respect to matters of the character involved
in the disagreement, naming one arbitrator in such notice.  The other
party shall, within ten days after the receipt of such notice, appoint a
second arbitrator, and the two arbitrators so appointed shall choose and
appoint a third arbitrator.  In case such other party fails to appoint an
arbitrator within said ten days, or in case the two so appointed fail for
ten days to agree upon and appoint a third, the party calling for the
arbitration, upon five days' written notice delivered to the other party,
shall apply to the senior Judge, in point of service, of the United
States District Court for the Southern District of Indiana, for
appointment of the second or third arbitrator, as the case may be.

10.03  The sole arbitrator, or the board of arbitrators, shall afford
adequate opportunity to the parties to present information with respect
to the matters submitted for arbitration and may request further
information from either or both parties.  The findings and award of the
sole arbitrator or of a majority of the board of arbitrators shall be
final and conclusive with respect to the question or questions submitted
for arbitration and shall be binding upon the parties; provided, that
such findings and award shall not in any way vary the expressed terms of
this agreement or in any way extend the expressed scope and intent
hereof.  Each party shall pay for the services and expenses of the
arbitrator appointed by or for it, if there is a board of arbitrators.
All other costs incurred in connection with the arbitration shall be
divided in equal parts and paid by the parties accordingly, unless the
award shall specify a different division of such costs.


                           ARTICLE 11

                            LIABILITY

11.01  Each party hereto shall hold harmless the other party hereto from
and against any liability, loss, cost, damage and expense because of
injury or damage to persons or property resulting from, or arising out of
the use of its own facilities or the production or flow of electric
energy by or through such facilities, except when such injury or damage
is due to the negligence of the other party.


                           ARTICLE 12

                              TAXES

12.01  If at any time during the term hereof there should be levied or
assessed against either of the parties hereto any direct tax by any
taxing authority on the capacity or energy (or both) generated,
purchased, sold, transmitted, interchanged, or exchanged under this
agreement, which tax is in addition to or different from the forms of
direct taxes being levied or assessed on the date of this agreement, and
such direct tax results in increasing the cost to either or both parties
hereto of carrying out the provisions of this agreement, then the rate
and charges for capacity and energy (or both) furnished hereunder shall
be increased automatically to the extent necessary to make adequate and
equitable allowance for such tax.

                           ARTICLE 13

                             NOTICES

13.01  Except as otherwise provided herein, any notice given to either
party hereto by the other under any of the provisions of this agreement,
shall be in writing unless otherwise specifically provided, and shall be
deemed to be duly delivered when the same is either personally delivered
or deposited in the United States mail, postage prepaid and properly
addressed to the Chief Executive Officer of IPL, in the case of a notice
to be given IPL, or to the General Manager of Hoosier, in the case of a
notice to Hoosier.

13.02  Any notice, request or demand pertaining to matters of an
operating nature may be served in person or, by ordinary mail, messenger,
telephone, or telegraph, as circumstances dictate, to an Operating
Committee representative or alternate; provided, that should the same not
be written then confirmation thereof shall be made in writing as soon as
practicable thereafter upon request of the party being served.

                           ARTICLE 14

                     REGULATORY AUTHORITIES

14.01  This agreement is made subject to the authority of FERC or any
other governmental regulatory agency having jurisdiction in the premises
and if any of the terms and conditions hereof are altered or made
impossible of performance by order, rule, or regulation of any such
regulatory agency, and the parties hereto are unable to agree upon a
modification of such terms and conditions that will satisfy such order,
rule, or regulation, then neither party shall be liable to the other for
failure thereafter to comply with such terms and conditions; provided,
that if either party deems that the failure of such performance results
in a substantial breach of this agreement, this agreement may be
terminated forthwith upon notice.

                           ARTICLE 15

                             WAIVERS

15.01  Any waiver by either party hereto of its rights under this
agreement, shall not be deemed a waiver with respect to any subsequent
default or other matter.  Any delay, less than the statutory period
limitation, in asserting or enforcing any right under this agreement,
shall not be deemed a waiver of such rights.

                           ARTICLE 16

                 CONFLICTS WITH OTHER AGREEMENTS

16.01  Hoosier hereby represents to IPL that it has absolute authority to
enter into this agreement; that Hoosier's agreement with Public Service
Company of Indiana, Inc. and Southern Indiana Gas and Electric Company,
dated as of April 15, 1977, as amended, (the "Statewide Agreement") and
Hoosier's agreement with Big Rivers Electric Corporation, the City of
Henderson, Kentucky, and Southern Illinois Power Cooperative, dated as of
April 1, 1968, as amended, (the "KII Agreement") is not in conflict with,
and will not prevent Hoosier from performing its obligations under, this
agreement; and that Hoosier has done all things required of it under the
Statewide and KII Agreements as a condition to Hoosier's entry into this
agreement with IPL.

16.02  IPL hereby represents to Hoosier that it has absolute authority to
enter into this agreement; that IPL's agreement with Public Service
Company of Indiana, Inc., Kentucky Utilities Company and East Kentucky
Power Cooperative Inc., dated as of July 9, 1971, as amended, (the "KIP
Agreement") is not in conflict with, and will not prevent IPL from
performing its obligations under this agreement; and that IPL has done
all things required of it under, the KIP Agreement as a condition to
IPL's entry into this agreement with Hoosier.

                           ARTICLE 17

                ENTIRE AGREEMENT CONTAINED HEREIN

17.01  This agreement contains the entire agreement between the parties
hereto in respect of the subject matter hereof.

                           ARTICLE 18

                    CONSTRUCTION OF AGREEMENT

18.01  This agreement shall be governed by and construed according to the
laws of the State of Indiana.

                           ARTICLE 19

                           ASSIGNMENT

19.01  This agreement shall inure to and bind upon the respective
successors and assigns of the parties hereto, but the assignment hereof
by either such party, shall not relieve the assigning party, without the
written consent of the other party, of any obligation to supply, or to
take and pay for, as the case may be, the services contracted for herein.


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective duly authorized officers and their
respective corporate seals to be hereunto affixed as of the date first
above written.


                              INDIANAPOLIS POWER & LIGHT COMPANY



                              By /s/  Robert W. Hill

                                Robert W. Hill, President and Chief
                                  Operating Officer


HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.



By  /s/ Virgil E. Peterson
  Virgil E. Peterson, Executive Vice President
    and General Manager



                                                                EXHIBIT I

                       SERVICE SCHEDULE A

                        EMERGENCY SERVICE

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - SERVICES TO BE RENDERED

2.1  Subject to the provisions of subsection 2.2 of this Section 2, in
the event of a breakdown or other emergency in or on the system of either
party involving either sources of power or transmission facilities, or
both, impairing or jeopardizing the ability of the party suffering the
emergency to meet the loads of its system, the other party shall supply
to the party having the emergency such electric energy as the supplying
party is requested to deliver; provided, that neither party shall be
obligated to supply such emergency energy which, in the supplying party's
sole judgment, cannot be delivered without creating a hazard to or
economic burden upon its operations or without impairing or jeopardizing
the total load requirements of its system; and provided further, that
neither party shall be obligated to supply such emergency energy for a
period in excess of forty-eight consecutive hours during any single
emergency.

2.2  The parties recognize that the supply of electric energy as
provided for in subsection 2.1 of this Section 2 is subject to two
conditions which may preclude the delivery of such energy as so
provided:

(a) the party requested to deliver electric energy may be
suffering an emergency in or on its own system as described in said
subsection 2.1, or

(b) the system of the party of whom such request is made may be
delivering electric energy, under a mutual emergency interchange
agreement, to the system of another interconnected company which is
suffering an emergency in or on its system.  Under conditions as cited
under (a) above, neither party shall be considered to be in default
hereunder if unable to comply with the provisions of said subsection 2.1.
Under conditions as cited under (b) above, neither party shall be
considered to be in default hereunder if it is unable to comply with the
provisions of said subsection 2.1 provided that the aforesaid
interconnected company has suffered said emergency in or on its system
prior to and within forty-eight hours of that of the other party hereto
and that, if requested by said other party, such delivery of electric
energy to said interconnected company shall be discontinued within
forty-eight hours following the start of such delivery, and a subsequent
delivery shall be made for a full forty-eight hour period to said other
party in accordance with the provisions of said subsection 2.1.

2.3  If at any time the record over a reasonably prior period shows
clearly that either of the parties has failed to deliver energy in
accordance with and subject to the provisions of subsection 2.1 and
subsection 2.2 of this Section 2, either party, by written notice given
to the other party, may call for a joint study by the parties of the
reserve generating capacity in and provided for their respective systems
and of their respective system transmission facilities affecting the
supply and delivery of power and energy under the Agreement.  It shall be
the purpose of such study to determine the adequacy or inadequacy of
reserve generating capacity and transmission facilities being provided to
meet the requirements of the parties' respective systems, reflecting
obligations under the Agreement, and, if inadequate, the extent of the
burden that one party may be placing upon the other.  If it should be
found that one party is placing an unreasonable burden upon the other,
the party causing such burden shall take such measures as are necessary
to remove the burden from the other party, or the parties shall enter
into such arrangements as shall provide for equitable compensation to the
party being burdened.

SECTION 3 - COMPENSATION

3.1  Emergency Energy shall be settled for, at the option of the
supplying party, either by payment or by return of equivalent energy.

3.2  If the supplying party opts to receive payment for Emergency Energy
delivered, the receiving party shall pay the supplying party the greater of:

     3.21      110% of the out-of-pocket cost of supplying such Emergency
               Energy that is generated from the supplying party's own
               system, and, for energy purchased by the supplying party from
               another system to supply any part of such Emergency Energy,
               100% of the amount paid by the supplying party therefor plus
               10% of that amount, not exceeding, however, 1.6 mills per
               kilowatthour; or

     3.22      30 mills per kilowatthour of such Emergency Energy

3.3  If the supplying party opts to receive equivalent energy for
Emergency Energy delivered, such equivalent energy shall be returned at
times when the load conditions of the party originally supplying
Emergency Energy are substantially equivalent to the load conditions of
such party that existed when the Emergency Energy was delivered or, if
such party elects to have equivalent energy returned under different
conditions, it shall be returned in such amounts and at such times as,
the Operating Committee agrees will compensate the original supplying
party, for the difference in conditions.



                                                        EXHIBIT II

                       SERVICE SCHEDULE B

                         ENERGY TRANSFER

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - TRANSFER ARRANGEMENT

2.1  In carrying out the interconnected operation of their respective
systems as provided for under the Agreement, energy being received by a
portion of one party's system from another portion of its system or to
the system of another interconnected company, may flow over the
transmission facilities of the other party as a natural result of the
physical and electrical characteristics of the interconnected network of
transmission lines to which the parties are connected.  Such flow of
energy may occur during periods when conditions of system operation are
normal or may occur during periods of emergency caused by the failure of
either sources of power or transmission facilities, or both.  In respect
to such flow of energy (hereinafter called "energy transfer") the parties
agree as follows:

     2.11      Such energy transfer over their respective transmission
               facilities shall be permitted whenever such transfer occurs;
               provided, that such energy transfer shall not be of such
               magnitude or duration as to affect adversely, or jeopardize
               the ability of, the party over whose system such energy
               transfers occur to render or accept service to or from
               companies with which it now has, or at any time hereafter may
               have contractual arrangements for the interchange of power or
               energy.

     2.12      The parties recognize that in carrying out the provisions of
               this Service Schedule, the above described energy transfer,
               either during periods when conditions of system operation are
               normal or during periods of emergency, or both, may
               eventually require the installation of additional
               transmission facilities in order that such energy transfer
               may be properly controlled to the end that the ability of the
               party over whose system such energy transfers occur to meet
               its own requirements, as described under 2.11 above, is not
               affected adversely or jeopardized.  In the event the need for
               such additional transmission facilities becomes apparent to
               either of the parties during any term of this Service
               Schedule, upon written notice given by either party to the
               other party and as soon as practicable following such notice,
               the parties shall jointly reexamine conditions relating to
               energy transfer.  In such reexamination, if called for, the
               parties shall agree upon such additional transmission
               facilities as may be required to be installed, if any, and
               upon an equitable basis for bearing the cost of installing,
               maintaining and operating such facilities, if installed.

SECTION 3 - POWER AND ENERGY ACCOUNTING

3.1  The parties recognize that energy transfers as described under
Section 2 of this Service Schedule, except for such amounts of electrical
losses as may be incurred because of such energy transfers, are the
simultaneous acceptance and delivery of like amounts of power and energy
by and from the system of the party over whose system such energy
transfers occur.  Power and energy associated with energy transfers,
including electrical losses associated therewith, shall be accounted for
each clock-hour as provided for under Article 5 of the Agreement. Proper
consideration to such electrical losses will be in accordance with the
manner agreed upon by the Operating Committee.  It is understood by the
parties, however, that such electrical losses resulting from energy
transfers, to be taken as losses over and above the losses prevailing
under basic conditions agreed upon by the parties, shall be supplied
simultaneously by the party for whom such energy transfers are being
made.  The parties agree that initially such basic conditions will be
established as those that exist when the scheduled net delivery between
the systems of the parties, and between their respective systems and the
systems of other interconnected companies, is zero kilowatts.  It is
further understood that, from time to time, conditions may require the
establishment of different basic conditions for such purpose. Either
party by written notice given to the other party may call for a prompt
reexamination and reconsideration of matters pertinent to the
establishment of said basic conditions, whenever such reexamination
appears to be warranted, and the parties will thereupon agree to effect
such changes in the basic conditions, if any, that will equitably
compensate the parties for such losses.  Should such reexamination be
required, a statement will be prepared by the parties which shall include
in detail the amounts of energy delivered and received by the parties
that are associated with energy transfer and the amounts of electrical
losses associated therewith.




                                                        EXHIBIT III

                       SERVICE SCHEDULE C

                        INTERCHANGE POWER

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the "Agreement")
shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - SERVICES TO BE RENDERED

Economy Energy

2.1  Either party may arrange to purchase from the other party electric
energy ("Economy Energy") when it is possible to effect a saving thereby
and, when, in the sole judgment of the supplying party, such energy is
available.  Prior to each Economy Energy transaction, the amount of
energy, the time of its delivery, and the charge therefore shall be
determined by the parties.  Receipt or delivery of Economy Energy may
also be arranged with other interconnected systems not parties to this
Agreement.

Non-Displacement Energy

2.2  It is recognized that occasions will arise when transactions under
subsection 2.1 above will be impracticable although a party may have
electric energy (herein called "Non-Displacement Energy") which it is
willing to make available from surplus capacity from its own system or
from outside sources, or both and which can be utilized advantageously
for short intervals by the other party.  In such event, the party
desiring such receipt of energy shall notify the other party of the
extent to which it desires to obtain Non-Displacement Energy, and if the
other party, in its sole judgment, determines that Non-Displacement
Energy is available, schedules providing the periods and extent of use
shall be mutually agreed upon.  Neither party shall be obligated to make
any Non-Displacement Energy available to the other.

SECTION 3 - COMPENSATION

Economy Energy

3.1  The charge for Economy Energy purchased by either party from the
other shall be based on the principle that the purchasing party shall pay
the out-of-pocket cost of the supplying party such energy and that the
resulting savings to the purchasing party shall be equally shared by both
parties.

3.2  When Economy Energy is obtained from or delivered to other
interconnected systems not signatories to this Agreement, payments shall
be based on the out-of-pocket cost of the supplying party or system
providing the energy and an allocation of the gross savings to be
realized.  For such purpose, gross savings is defined as the difference
between the out-of-pocket cost of the purchasing party or system to
generate such energy, and the out-of-pocket cost of the supplying party
or system to provide such energy.  Such allocation shall be made as
provided in subsections 3.21 and 3.22 of this section.

     3.21      Each party or system participating in the transaction other
               than the supplying and purchasing parties or systems, shall
               be paid (a) its cost of purchasing the energy supplied, plus
               (b) its cost of any additional transmission losses incurred,
               plus (c) fifteen percent of the savings remaining after
               deducting all such costs for transmission losses.

     3.22      The supplying party or system shall be paid out-of-pocket
               costs of providing the energy, plus one-half of the gross
               savings remaining after deducting all (b) and (c) costs
               enumerated in section 3.21 above.  The receiving party or
               system shall be entitled to the other one-half of the such
               savings.

Non-Displacement Energy

3.3  Non-Displacement Energy delivered hereunder shall be settled for
either by return of equivalent energy or, at the option of the supplying
party, by payment of the out-of-cost of the supplying party in generating
or supplying such energy plus ten percent of such cost.  Such cost shall
be as of the delivery point or points, as provided for in Section 4.01 of
said Interconnection Agreement, and shall take into account the electrical
losses incurred from the source or sources of such energy to said delivery
point or points.  If equivalent energy is returned, it shall be returned at
times when the load conditions of the receiving party are equivalent to the
load conditions of such party at the time the energy was delivered.  If such
party elects to have equivalent energy returned under different conditions,
such energy shall be returned in such amounts as will compensate the
supplying party for the difference in conditions as agreed by the Operating
Committee.

                                                       EXHIBIT IV

                       SERVICE SCHEDULE D

                        SHORT TERM POWER

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the "Agreement")
shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - SERVICES TO BE RENDERED

2.1  Either party, by giving the other party sufficient notice, may
reserve for periods of one or more days or weeks, such electric power
(herein called "Short Term Power") as the supplying party at that time
may have and is willing to supply as Short Term Power.  The party asked
to supply Short Term Power shall be the sole judge as to the amounts and
periods that it has electric power available that may be reserved by the
other party as Short Term Power.  As used herein, the term "week" shall
mean any seven consecutive days.

2.2  The party desiring to reserve Short Term Power shall specify in a
notice to the other party the number of kilowatts and the period for
which it desires to reserve such power and the desired delivery schedule
for such power.  The supplying party shall promptly acknowledge receipt
of such notice and, shall signify the extent of its ability and willingness
to supply power in accordance with the provisions of such
notice.  Any such notice or acknowledgement thereof initially may be
given orally; however if requested by either party, it shall be confirmed
in writing and such confirmation shall be forwarded not later than the
third day following the day such oral notice is given, excluding
Saturdays, Sundays and holidays.

2.3  During the period the Short Term Power has been reserved as
provided in Section 2.2 above, the supplying party shall deliver upon
call electric energy (herein called "Short Term Energy") to the other
party at the delivery point or points set forth in Section 4.01 of the
Agreement in amounts not to exceed the number of kilowatts reserved.
However, in the event conditions arise during such period which could not
have been reasonably foreseen at the time Short Term Energy was reserved
and such conditions would cause the delivery of said power to be
burdensome to the supplying party, said party shall have the right to
require the purchasing party to reduce for any portion of such period the
amount of such energy being taken to the amount specified by the
supplying party.  The purchasing party shall promptly comply with such
requirement of the supplying party.

SECTION 3 - COMPENSATION

3.1  The purchasing party shall pay the supplying party;

     3.11  For any week that Short Term Power is reserved, $1.05 per
     kilowatt reserved; less, for each day during any part of which the
     amount of such Short Term Power is reduced by the supplying party,
     $0.18 per kilowatt of the reduction (except that in no event shall
     the total of such deductions in any week exceed $1.05 per
     kilowatt).  For each period less than one week that Short Term
     Power is reserved, $0.18 per kilowatt reserved per day; less, for
     any day during any part of which the amount of Short Term Power is
     reduced by the supplying party, $0.18 per kilowatt of the
     reduction; plus

     3.12  110% of the out-of-pocket cost of supplying the Short Term
     Energy taken during such reservation periods that comes from the
     supplying party's own system; plus, for energy purchased by the
     supplying party from another system to supply any part of the Short
     Term Energy taken during such reservation periods, 100% of the
     amount paid therefore by the supplying party plus 10% thereof not
     to exceed 1.6 mills per kilowatthour.

                                                       EXHIBIT V

                       SERVICE SCHEDULE E

                    LIMITED TERM POWER (FIRM)

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - SERVICES TO BE RENDERED

2.1  Either party by giving the other party notice may reserve for
periods of not less than one (1) or more than twelve (12) months, such
electric power (herein called "Limited Term Power (Firm)") as the other
party may be willing to make available as Limited Term Power (Firm).  The
party asked to supply Limited Term Power (Firm) shall be the sole judge
as to the amounts and periods that it has electric power available that
may be reserved by the other party as Limited Term Power (Firm).

     2.11 To reserve Limited Term Power (Firm), the party desiring such
          power shall specify in its notice to the supplying party the
          number of kilowatts and the period for which it desires to so
          reserve such power.  The supplying party shall signify the
          extent of its ability and willingness to comply with the
          provisions of such notice.  Any notice or any acknowledgement
          of such notice that initially may be given orally shall be
          confirmed thereafter in writing.

     2.12      During each period that Limited Term Power (Firm) has been
               reserved as above provided, the supplying party shall deliver
               upon call electric energy (herein called "Limited Term Energy
               (Firm)") to the other party at the delivery point or points
               set forth in Section 4.01 of Article 4 of the Agreement in
               any amount up to and including the number of kilowatts
               reserved.  However, in the event conditions arise during such
               period which could not have been reasonably foreseen at the
               time said power was reserved and such conditions would cause
               the delivery of Limited Term Energy (Firm) to be burdensome
               to the supplying party, the supplying party may, upon notice
               to the reserving party reduce or interrupt the delivery of
               such energy to preserve the integrity of, or to prevent or
               limit any instability on, its system.

     2.13      The Limited Term Power (Firm) billing demand for any period
               shall be taken as equal to the number of kilowatts reserved
               as Limited Term Power (Firm) for such period.

SECTION 3 - COMPENSATION

3.1  The reserving party shall pay the supplying party:

     3.1  For any month that Limited Term Power (Firm) is reserved,
     $5.50 per kilowatt reserved; plus,

     3.12 110% of the out-of-pocket costs of supplying the Limited Term
     Energy (Firm) taken during such reserved periods that is generated
     by the supplying party, plus, for energy purchased by the supplying
     party from another system to supply any part of the Limited Term
     Energy (Firm), 100% of the amount paid therefore by the supplying
     party, plus 10% thereof not to exceed 1.6 mills per kilowatthour.

                                                     EXHIBIT VI

                       SERVICE SCHEDULE F

                         DIVERSITY POWER

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - DIVERSITY POWER

2.1  From time to time, because of differences in load patterns one of
the parties hereto may have excess capacity during one seasonal load
period at the same time the other party is experiencing its peak load
season.  At such time it may be to the parties' mutual advantage to
schedule exchange of certain portions of any such excess capacity.
Such
capacity shall be termed and is herein called "Diversity Power."

     2.015     Seasonal Load Period shall mean for the Summer Season Load
     Period, the months of April thru September and for the Winter
     Seasonal Load Period, the months of October thru March.

2.2  At any time Diversity Power transactions are agreed upon between
the parties, the party which purchases Diversity Power during one
seasonal load period shall be obligated to have available a like amount
of Diversity Power for the other party during the other seasonal load
period.

2.3  The party supplying Diversity Power shall provide reserve capacity
for the committed amount, equivalent to that provided for its own
customers, exclusive of customers with interruptible service contracts.

2.4  Energy associated with the reservation of Diversity Power shall be
scheduled by the purchasing party no less than 18 hours in advance of
receiving such energy.  Energy receipts for a Monday shall be scheduled
no later than noon of the preceding Friday.

SECTION 3 - COMPENSATION

3.1  Demand Charges - There shall be no demand charge for Diversity
Power.

3.2  Energy Charges - Energy shall be billed at out-of-pocket cost plus
ten percent of such cost.  In the event that any part of the
out-of-pocket cost includes energy purchased by the supplying Party, only
the energy portion of such purchase cost shall be included.  Any
associated charges for demand, transmission, or other burden shall be
excluded.

                       Modification No. 1


                               to


                    INTERCONNECTION AGREEMENT



                     Dated December 1, 1981



                             between


               INDIANAPOLIS POWER & LIGHT COMPANY



                               and


         HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.




                    Dated as of June 1, 1982

     THIS MODIFICATION No. 1, made and entered into as of the first day
of June, 1982 between INDIANAPOLIS POWER & LIGHT COMPANY (IPL), an
Indiana corporation, and HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.
(Hoosier), also an Indiana corporation.

                      W I T N E S S E T H:

     WHEREAS, IPL and Hoosier entered into an Interconnection Agreement,
dated December 1, 1981; (said Interconnection Agreement, being herein
called the 1981 Agreement); and

     WHEREAS, the parties desire to further modify the 1981 Agreement,
as hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, the parties agree as follows:

     SECTION 1 - Section 3--Compensation of Service Schedule D - Short
Term Power of the 1981 Agreement shall be modified and amended to read as
follows:

"SECTION 3 - COMPENSATION

3.1  The purchasing party shall pay the supplying party;

     3.11 DEMAND CHARGE - For any week that Short Term Power is
     reserved, (a) $1.05 per kilowatt reserved if IPL is the supplying
     party or (b) a rate not to exceed $1.05 per kilowatt reserved if
     Hoosier is the supplying party; less, for each day during any part
     of which the amount of such Short Term Power is reduced by the
     supplying party, one sixth of the weekly rate per kilowatt of the
     reduction (except that in no event shall the total of such
     deductions in any week exceed the weekly rate).  For each period
     less than one week that Short Term Power is reserved, one sixth of
     the weekly rate per kilowatt reserved per day (not to exceed $0.175
     per kilowatt reserved per day); less, for any day during any part
     of which the amount of Short Term Power is reduced by the supplying
     party, one sixth of the weekly rate per kilowatt (not to exceed
     $0.175 per kilowatt) of the reduction.  In the event the supplying
     party, at the request of the purchasing party, obtains capacity
     from a third party specifically for the purpose of supplying any
     portion of the Short Term Power pre-arranged in accordance with
     Section 2.2 of this Service Schedule, the Demand Charge for such
     Short Term Power supplied shall be equal to all associated Demand
     Charges which the supplying party must pay therefore.

     3.12 ENERGY CHARGES - 110% of the out-of-pocket cost of supplying
     the Short Term Energy taken during such reservation periods that
     comes from the supplying party's own system; plus, for energy
     purchased by the supplying party from another system to supply any
     part of the Short Term Energy taken during such reservation
     periods, 100% of the amount paid therefore by the supplying party
     plus 10% thereof not to exceed 1.6 mills per kilowatthour."

     SECTION 2.     This Modification No. 1 shall be effective from the
date first above written to the expiration date of the 1981 Agreement.

     SECTION 3.  Except as hereinabove modified and amended, all the
terms and conditions of the 1981 Agreement shall remain in full force and
effect.

     SECTION 4.  This Modification No. 1 shall inure to the benefit of
and be binding upon the successors and assigns of the respective parties
hereto.

     IN WITNESS WHEREOF, the parties herein have caused this Agreement
to be executed by their duly authorized officers.


                              INDIANAPOLIS POWER & LIGHT COMPANY


                              By /s/ Robert W. Hill
                                 Robert W. Hill, President


                              HOOSIER ENERGY RURAL ELECTRIC
                                 COOPERATIVE, INC.



                              By  /s/ Virgil E. Peterson


                       Modification No. 2


                               To


                    INTERCONNECTION AGREEMENT



                             Between


               INDIANAPOLIS POWER & LIGHT COMPANY



                               And



         HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.




                   Dated as of October 1, 1983

                       MODIFICATION NO. 2


                               To

                    INTERCONNECTION AGREEMENT

                             Between


               INDIANAPOLIS POWER & LIGHT COMPANY

                               And

         HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.


     THIS MODIFICATION NO. 2, dated as of this 1st day of October, 1983,
between INDIANAPOLIS POWER & LIGHT COMPANY (hereinafter called "IPL"), an
Indiana corporation, and HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.
(hereinafter called "Hoosier"), an Indiana corporation,

                           WITNESSETH:

     0.01 WHEREAS, there is not in force and effect between IPL and
Hoosier an interconnection agreement dated as of December 1, 1981, as
amended by a Modification No. 1 dated June 1, 1982 (such agreement as so
amended being hereinafter referred to as the "1981 Interconnection
Agreement"); and

     0.02 WHEREAS, in order to meet customer loads in the area, Hoosier
is required to establish as soon as practicable an electric substation
near the intersection of 800 North Road and 500 West Road in Johnson
County, Indiana (hereinafter referred to as the "Honey Creek Substation");
and

     0.03 WHEREAS, Hoosier is presently unable to supply electric power
to the Honey Creek Substation because it has no transmission lines in the
area thereof and it has been unable to work out a permanent arrangement
for the transmission of electric power to the Honey Creek Substation
either through the construction of its own transmission facilities or
through the utilization of the transmission facilities of another utility;
and

     0.04 WHEREAS, Hoosier represents to IPL that it is using, and will
continue to use, its best efforts either to construct adequate
transmission facilities, or to otherwise make arrangements, for the
transmission of electric power to the Honey Creek Substation within the
next five years, but that in the interim, Hoosier desires to provide
electric power to the Honey Creek Substation through the temporary
establishment of a tap point on IPL's 138KV transmission line running
from its Pritchard Generating Station to its Southport Substation
(hereinafter referred to as the "Honey Creek Tap Point"); and

     0.05 WHEREAS, IPL in reliance upon the foregoing representations
of Hoosier is willing to provide, but only on a temporary basis, the
Honey Creek Tap Point upon the terms and conditions herein provided;

     0.06 NOW, THEREFORE, in consideration of the premises and of the
mutual covenants set forth herein, the parties agree as follows:

                            ARTICLE 1

     1.01 The 1981 Interconnection Agreement shall be, and the same
hereby is, amended as follows:

     A.   Article 1 thereof is hereby amended by inserting immediately
     following the present subsection 1.014 thereof, a new subsection,
     designated "1.015" to read as follows:

          "1.015  At its Honey Creek Substation, 138,000 volt
          three-phase interrupting device, three motor operated
          supervisory controlled 138,000 volt switches, a 10/12.5 MVA
          transformer, 12,470 volt metering equipment, supervisory and
          communication equipment including bank differential
          indication to IPL's control center, relaying, switching, and
          appurtenant equipment, all of which equipment shall be
          subject to the approval of IPL."

     and inserting immediately following the present subsection 1.025
     thereof, a new subsection, designated "1.026" to read as follows:

          "1.026  At Honey Creek Tap Point, IPL agrees to make such
          modifications to its transmission facilities as are necessary
          to effect a connection at such Tap Point."

     and by inserting immediately following the present subsection 1.043
     thereof, a new subsection, designated "1.044" to read as follows:

          "1.044  Hoosier agrees to pay IPL within 15 calendar days of
          receipt of invoice, all IPL costs associated with
          establishing the Honey Creek Tap Point."

     and by amending subsection 1.05 thereof to read as follows:

     "1.05     The Interconnection Points shall be:

          "1.051  The Petersburg Interconnection Point - that point at
          Petersburg where the terminal facilities provided therefor by
          IPL shall be connected to the Petersburg-Ratts line.

          "1.052  The Honey Creek Tap Point - that point at which the
          facilities provided therefor by Hoosier shall be connected to
          modified facilities of IPL."

     and by inserting immediately following the present subsection 1.08
     thereof, a new subsection, designated "1.08A" to read as follows:

     "1.08A  The parties hereto mutually agree that their respective
     systems will not be operated in parallel through the Honey Creek
     Tap Point.  Electric energy supplied by IPL to Hoosier at the Honey
     Creek Tap Point will be used only to temporarily supply the
     ultimate customers of Johnson County REMC.  Any power (demand) or
     energy supplied through the Honey Creek Tap Point shall be
     accounted and settled for as if supplied through any of the
     interconnection points which exist between the two companies. This
     accounting shall include any power (demand) and energy losses
     occurring on the IPL system due to the transfer of the energy to
     the Honey Creek Tap Point."

     B.  Article 2 thereof is hereby amended by amending Section 2.01 to
     read as follows:

     "2.01  It is the purpose of the parties hereto to realize on an
     equitable basis, all reciprocal benefits practicable to be effected
     through coordination in the operation and development of their
     respective systems.  It is understood by the parties that such
     benefits may be realized under the stated terms and conditions of
     the following interconnection services:

     A.   the furnishing of mutual emergency and standby assistance, in
          accordance with Service Schedule A annexed hereto;

     B.   the transfer of electric energy through the transmission
          system of one party for the benefit of the other, in
          accordance with Service Schedule B annexed hereto;

     C.   the interchange, sale and purchase of energy to effect
          operating economies, in accordance with Service Schedule C
          annexed hereto;

     D.   the sale and purchase of short-term electric power and energy
          available on the system of one party and needed on the system
          of the other, in accordance with Service Schedule D annexed
          hereto;

     E.   the sale and purchase of limited term power and energy
          available on the system of one party and needed on the system
          of the other, in accordance with Service Schedule E annexed
          hereto;

     F.   the sale and purchase of diversity power and energy, in
          accordance with Service Schedule F annexed hereto;

     G.   the temporary use of IPL transmission facilities to provide
          service to Hoosier's Honey Creek Substation which is not
          directly connected to its transmission system, in accordance
          with Service Schedule G annexed hereto.

     In furtherance of such purpose the parties hereto shall create an
     Operating Committee as provided in Article 7 hereof."

     and by amending Section 2.03 to read as follows:

     "2.03     The respective service schedules shall be designated:

            I.  Service Schedule A - Emergency Service

           II.  Service Schedule B - Energy Transfer

          III.  Service Schedule C - Interchange Power

           IV.  Service Schedule D - Short Term Power

            V.  Service Schedule E - Limited Term Power (Firm)

           VI.  Service Schedule F - Diversity Power

          VII.  Service Schedule G - Temporary Transmission Use

     such service schedules having been agreed upon between the parties
     hereto, are attached hereto, made a part hereof, and marked
     Exhibits I, II, III, IV, V, VI and VII, respectively."

     and by adding Section 2.05 to read as follows:

     "2.05  Notwithstanding anything herein to the contrary, Hoosier
     hereby covenants and agrees that it will proceed diligently with
     the planning and construction of the transmission facilities
     necessary to supply electric power and energy to the Honey Creek
     Substation and/or will enter into arrangements with such electric
     utilities (other than IPL) as it deems appropriate in order to
     provide electric power and energy to the Honey Creek Substation on
     or before the termination of Modification No. 2 to this agreement
     and Service Schedule G, toward the end that the temporary electric
     transmission service being provided by IPL to Hoosier at the Honey
     Creek Tap Point may be replaced with electric transmission
     facilities of Hoosier or another electric utility within the five
     year term of said Modification No. 2 and Service Schedule G."

     C.  Article 4 thereof is hereby amended by amending subsection
     4.021 to read as follows:

          "4.021  At the Petersburg Interconnection specified in
          Section 1.05 above, by 138,000 volt metering equipment to be
          installed, owned and maintained by IPL ('Petersburg Metering
          Point')"

     and by inserting immediately following subsection 4.021 thereof, a
     new subsection, designated "4.022" to read as follows:

          "4.022  At the Honey Creek Tap Point specified in Section
          1.05 above, by 12,470 volt metering equipment to be installed
          and maintained by Hoosier ('Honey Creek Metering Point')"

     and by amending Section 4.03 to read as follows:

     "4.03  Suitable metering equipment at the metering point provided
     in Section 4.02 above shall include electric meters, potential and
     current transformers, and such other appurtenances as shall be
     necessary to give for each direction of flow the following
     quantities:

     A.   a continuous automatic graphic record of both kilowatts and
          kilovars,

     B.   an automatic record of the kilowatthours for each clock hour,
          and

     C.   a continuous integrating record of the kilowatthours.

     Meter readings taken at the Honey Creek Substation shall be
     adjusted by adding such amount as may be necessary to fully
     compensate IPL for losses in the Honey Creek transformer and on
     IPL's system."

     D.  Article 7 thereof is hereby amended by inserting immediately
     following the present subsection 7.013 thereof, a new subsection
     designated "7.014" to read as follows:

          "7.014  All matters pertaining to rights of access, and
          rights to operate equipment installed as a part of this
          agreement."

     and by adding a new Section 7.03 to read as follows:

     "7.03  With respect to Hoosier's representations that it will use
     its best efforts to replace IPL's transmission facilities at the
     Honey Creek Tap Point with other transmission facilities, IPL
     representatives on the Operating Committee shall have the right of
     access at any reasonable time to any information relating to such
     representations and to Hoosier's progress in accomplishing the
     replacement of the temporary electric transmission service provided
     by IPL under Modification No. 2 to this agreement and Service
     Schedule G."

     E.  Article 8 thereof is hereby amended by adding a new Section
     8.02 to read as follows:

     "8.02  With respect to the Honey Creek Tap Point, Hoosier hereby
     agrees that IPL shall not be responsible for disruption of service
     or loss of continuity in providing service to the Honey Creek
     Substation and Hoosier hereby indemnifies and saves harmless IPL
     against any claim for injury to persons and damage to property in
     any way resulting from or growing out of any such service
     disruption or loss of continuity."

     F.  Article 9 thereof is hereby amended by correcting the reference
     to "Section 9.02" contained in Section 9.01 thereof to read
     "Section 9.03"; and by adding a new Section 9.04 to read as
     follows:

     "9.04  Notwithstanding anything herein to the contrary,
     Modification No. 2 to this agreement and Service Schedule G will
     terminate on the earlier of the following dates:  (i)  on the date
     Hoosier has replaced the service provided by IPL under said
     Modification No. 2 and Service Schedule G with transmission
     facilities of Hoosier or with transmission facilities of another
     utility, or (ii) on the date that is five years after the effective
     date of said Modification No. 2 and Service Schedule G as
     established by the Federal Energy Regulatory Commission (FERC);
     provided, that in the event Hoosier is in the process of replacing
     IPL's transmission service under said Modification No. 2 and
     Service Schedule G, but, through no fault of its own, Hoosier is
     unable to consummate such replacement within the five-year term of
     said Modification No. 2 and Service Schedule G, then the term
     thereof may be extended for an additional period of not more than
     three years, upon adequate assurances being given to IPL by Hoosier
     that replacement of such transmission service by IPL to Hoosier
     will be accomplished within such additional period.  If Hoosier
     fails to make such assurances, or IPL deems them inadequate, such
     term shall not be extended.  Hoosier agrees, in connection with any
     such termination, that IPL may unilaterally file an appropriate
     notice of termination with FERC, in which filing Hoosier shall
     concur.  Hoosier hereby releases IPL from all obligations,
     contractual or otherwise, to provide electric transmission service
     to the Honey Creek Substation through the Honey Creek Tap Point
     beyond the date of termination of said Modification No. 2 and
     Service Schedule G as hereinabove provided, and Hoosier agrees that
     after such termination it shall be required to rely exclusively
     upon its own electric transmission facilities or the electric
     transmission facilities of a utility other than IPL to supply
     electric power and energy to the Honey Creek Substation."

     G.  Article 10 thereof is hereby amended by adding a new Section
     10.04 to read as follows:

     "10.04  This Article 10 shall not apply to Modification No. 2 to
     this agreement or to Service Schedule G."

     H.  Article 14 thereof is hereby amended by adding a new Section
     14.02 to read as follows:

     "14.02  Hoosier hereby covenants and agrees to support, by
     concurrence or otherwise, at such reasonable time as IPL deems
     appropriate, any filing with FERC that IPL considers necessary and
     expedient to terminate and cancel Modification No. 2 to this
     agreement and Service Schedule G in accordance with the terms and
     conditions of Section 9.04 hereof."

     I.  Article 16 thereof is hereby amended by adding a new Section
     16.03 to read as follows:

     "16.03  Upon termination of the Honey Creek Tap Point, Modification
     No. 2 to this agreement and Service Schedule G (except for the
     reference correction in Section 9.01 which shall remain effective)
     shall be of no further force and affect and shall no longer be a
     part of this agreement."

                            ARTICLE 2

     2.01  Except as otherwise specifically provided by this
Modification No. 2 or subsequent modifications, the terms
"Interconnection Point", "Metering Point", and "Delivery Point", shall
include all points at which the parties thereto are
interconnected.

                            ARTICLE 3

     Except as hereinabove specifically amended, all other terms and
conditions of the 1981 Interconnection Agreement shall remain in full
force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this
Modification No. 2 to be executed by their respective duly authorized
officers as of the day, month and year first written above.

                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By  /s/ Robert W. Hill


                    HOOSIER ENERGY RURAL ELECTRIC
                      COOPERATIVE, INC.


                    By  /s/ Virgil E. Peterson
                      Virgil E. Peterson
                      Executive Vice President
                        and General Manager

                                      Exhibit VII
                                 (to the 1981 Agreement)

                       SERVICE SCHEDULE G

                   TEMPORARY TRANSMISSION USE

SECTION 1 - DURATION

     1.1  This Service Schedule, being part of Modification No. 2 to
     the Agreement dated December 1, 1981 between Indianapolis Power &
     Light Company ("IPL") and Hoosier Energy Rural Electric
     Cooperative, Inc. ("Hoosier") as amended by Modification No. 1
     dated June 1, 1982 (the "1981 Agreement"), shall become effective
     on the effective date of Modification No. 2 and shall continue in
     effect until terminated in accordance with that Modification.

SECTION 2.1 - SERVICES TO BE RENDERED

     2.1  IPL agrees to provide temporary transmission services for the
     purpose of delivering power (demand) and energy from any of the
     interconnection points between IPL and Hoosier to the tap point
     described and referred to in said Modification No. 2 as the Honey
     Creek Tap Point.

     2.2  Any power (demand) and energy delivered by IPL to the Honey
     Creek Tap Point shall be simultaneously supplied to IPL from
     Hoosier at any other interconnection point or points provided for
     in the 1981 Agreement.  The power and energy shall be adjusted to
     compensate IPL for electrical losses incurred in the delivery of
     such power.  Any difference in power or energy delivered to Hoosier
     through said tap point and that supplied by Hoosier to IPL shall be
     settled for in accordance with Section 3.03 of the 1981 Agreement.

     2.3  Hoosier agrees that the power (demand) delivered shall not
     exceed fifteen (15) MW at the Honey Creek Tap Point.

SECTION 3 - COMPENSATION

     3.1  Electric power measured in kilowatts delivered at the Honey
     Creek Tap Point under this Service Schedule shall be billed at
     $0.92 per kilowatt month.  This demand charge for use of IPL's
     transmission facilities shall be on the maximum hourly demand in
     kilowatts, measured in the calendar month of billing, and shall be
     adjusted to compensate IPL for losses in the IPL system and in the
     transformer bank used at the Honey Creek Tap Point.

                       Modification No. 3



                               To


                    INTERCONNECTION AGREEMENT



                             Between


               INDIANAPOLIS POWER & LIGHT COMPANY



                               And



         HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.




                  Dated as of September 1, 1989

                       MODIFICATION NO. 3


                               To

                    INTERCONNECTION AGREEMENT

                             Between


               INDIANAPOLIS POWER & LIGHT COMPANY

                               And

         HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.


     THIS MODIFICATION NO. 3, dated as of this 1st day of September,
1989, between INDIANAPOLIS POWER & LIGHT COMPANY (hereinafter called
"IPL"), an Indiana corporation, and HOOSIER ENERGY RURAL ELECTRIC
COOPERATIVE, INC. (hereinafter called "Hoosier"), an Indiana corporation,

                           WITNESSETH:

     0.01 WHEREAS, there is now in force and effect between IPL and
Hoosier an interconnection agreement dated as of December 1, 1981, as
amended by a Modification No. 1 dated as of June 1, 1982 and Modification
No. 2 dated as of October 1, 1983 (such agreement as so amended being
hereinafter referred to as the "1981 Agreement"); and

     0.02 WHEREAS, IPL desires to utilize, when and as requested,
certain electric transmission facilities of Hoosier to transmit power and
associated energy from Big Rivers Electric Corporation (hereinafter
called "Big Rivers") located in Kentucky to IPL over a 20-year period
beginning January 1, 1991; and

     0.03 WHEREAS, Hoosier is willing to transmit such power and
associated energy from Big Rivers to IPL when and as requested over such
20 year period in accordance with the terms and conditions of this
Modification No. 3 and Service Schedule H annexed thereto, and

     0.04 WHEREAS, Hoosier desires to extend Service Schedule G and IPL
is willing to extend Service Schedule G through December 31, 2010, in
accordance with the terms and conditions of this Modification No. 3 and
Service Schedule G annexed thereto, and

     0.05 WHEREAS, both parties desire to revise and/or refile Service
Schedules A, B, C, D, E and F and file New Service Schedules A, B, C, D,
E, and F as part of this Modification No. 3.


                            ARTICLE 1

     1.01 The 1981 Agreement shall be, and the same hereby is, amended
as follows:

     I.   Article 2 thereof is hereby amended by revising Section 2.01
to read as follows:

     "2.01     It is the purpose of the parties hereto to realize on an
     equitable basis, all reciprocal benefits practicable to be effected
     through coordination in the operation and development of their
     respective systems.  It is understood by the parties that such
     benefits may be realized under the stated terms and conditions of
     the following interconnection services:

          A.   the furnishing of mutual emergency and standby
               assistance, in accordance with Service Schedule A
               annexed hereto;

          B.   the transfer of electric energy through the
               transmission system of one party for the benefit of the
               other, in accordance with Service Schedule B annexed  hereto;

          C.   the interchange, sale and purchase of energy to effect
               operation economies, in accordance with Service
               Schedule C annexed hereto;

          D.   the sale and purchase of short-term electric power and
               energy available on the system of one party and needed
               on the system of the other, in accordance with Service
               Schedule D annexed hereto;

          E.   the sale and purchase of limited term power and energy
               available on the system of one party and needed on the
               system of the other, in accordance with Service Schedule
               E annexed hereto;

          F.   the sale and purchase of diversity power and energy, in
               accordance with Service Schedule F annexed hereto;

          G.   the temporary use of IPL transmission facilities to
               provide service to Hoosier's Honey Creek Substation
               which is not directly connected to its transmission
               system, in accordance with Service Schedule G annexed
               hereto;

          H.   the transfer of electric power and associated energy
               from Big Rivers to IPL when and as requested in
               accordance with Service Schedule H annexed hereto.

          In furtherance of such purpose the parties hereto shall
          create an Operating Committee as provided in Article 7
          hereof."

     and by amending Section 2.03 to read as follows:

     "2.03     The respective service schedules shall be designated:

            I.  Service Schedule A - Emergency Service

           II.  Service Schedule B - Energy Transfer

          III.  Service Schedule C - Interchange Power

           IV.  Service Schedule D - Short Term Power

            V.  Service Schedule E - Limited Term Power (Firm)

           VI.  Service Schedule F - Diversity Power

          VII.  Service Schedule G - Temporary Transmission Service

          VIII.  Service Schedule H - Specific Transmission Service

     such service schedules having been agreed upon between the Parties
     hereto, are attached hereto, and made a part hereof, and marked
     Exhibits I, II, III, IV, V, VI, VII and VIII respectively."

and by deleting Section 2.05 (as added by Modification No. 2) in its
entirety.

     II.  Article 7 thereof is amended by deleting there from Section
7.03 (as added by modification No. 2) in its entirety.

     III. Article 9 thereof is hereby amended by revising Section 9.01
to read as follows:

     "9.01     This agreement shall become effective at the date hereof,
     subject to the filing requirements of FERC, or any other regulatory
     authority having jurisdiction and to approval of any such
     authority, if required, and except as otherwise provided in Service
     Schedules G and H shall continue in effect through December 31,
     2010, (the "Initial Term"), and thereafter for successive terms of
     three (3) years each unless and until terminated as provided in
     Section 9.03 thereof."

and by deleting Section 9.04 (as added by Modification No. 2) in its
entirety and by adding new Sections 9.04 and 9.05 to read as follows:

     "9.04     If any regulatory authority having jurisdiction over
     Modification No. 3 does not accept it for filing within ninety (90)
     days after its submission, or requires any modification to its
     rates, terms or conditions as a condition of accepting Modification
     No. 3 for filing, either party may terminate Modification No. 3, if
     in such party's good faith judgment such modification materially
     changes the benefits or burdens to the party desiring to terminate.
     In that event, such party may terminate Modification No. 3 by
     notifying the other party in writing of its intention to so
     terminate not more than thirty (30) days after final action is
     taken not to accept Modification No. 3 for filing or which requires
     such modification as a condition of such acceptance. Modification
     No. 3 shall terminate thirty (30) days after receipt of such notice
     by the other party.

     "9.05  If at any time after acceptance of Modification No. 3 any
     regulatory authority having jurisdiction over it modifies its
     rates, terms or conditions, either party may terminate Modification
     No. 3 if in such party's good faith judgment such modification
     materially changes the benefits or burdens of Modification No. 3 to
     the party desiring to terminate.  In that event, such party may
     terminate Modification No. 3 by notifying the other party in
     writing within 90 days after the notice of its intention to so
     terminate as well as the desired termination date."

     IV.  Article 10 shall be amended in its entirety to read as follows:

                           "ARTICLE 10

                          "ARBITRATION

     "10.01    Any controversy or claim arising out of or relating to
     this agreement or any breach thereof, shall first be submitted in
     writing as soon as practicable to the authorized representatives
     and one of their respective alternates designated under Subsection
     7.01 hereof, the 4 of whom shall constitute a Review Committee for
     the purpose of reviewing the controversy or claim and reaching a
     majority opinion as to the appropriate resolution thereof. In the
     event a majority opinion of the Review Committee cannot be reached
     within 30 days of submission, the matter shall be submitted to the
     President of IPL and the General Manager of Hoosier who shall use
     their best efforts to resolve such controversy or claim.  If the
     controversy or claim cannot be resolved within 30 days after submission
     to the President and General Manager, the same shall be settled by
     arbitration in accordance with the Commercial Arbitration Rules of The
     American Arbitration Association and judgment on the award rendered by
     the arbitrator may be entered in any court having jurisdiction thereof.
     Arbitration proceedings
     shall be conducted at Indianapolis, Indiana and arbitrators shall
     make awards within 90 days of the date proceedings begin unless
     otherwise agreed to in writing by the parties."


     V.   Article 11 shall be amended in its entirety to read as follows:

                           "ARTICLE 11

          "INDEMNIFICATION AND LIMITATION OF LIABILITY

     "11.01     Limitation of Liability.  In no event shall one party
     be liable to the other party for any indirect, special, incidental
     or consequential damages with respect to any claim arising out of
     this agreement.

     "11.02  Indemnification Clause.  Each party shall indemnify, defend
     and hold harmless the other party from and against any liability,
     loss, cost, damage and expense because of injury or damage to
     persons or property resulting from, or arising out of the use of
     its own facilities or the production or flow of electric energy by
     and through its own facilities, except when such injury or damage
     is due to the sole negligence of the other party.  In addition,
     each party shall hold the other party harmless for any taxes,
     licenses, permits, fees, penalties, or fines assessed against one
     party upon any of the property of such party located on the
     premises of the other party.

     "11.03  Environmental Liability.  Each party shall be responsible
     for its own compliance with all applicable environmental
     regulations, and each party shall hold the other party harmless
     from any liability, loss, cost or expense arising out of, and shall
     bear all costs arising from, its failure to comply with such
     environmental regulations."

     VI.  Article 14 thereof is hereby amended by deleting Section
14.02 (as added by Modification No. 2) in its entirety.

     VII. Article 16 thereof is hereby amended by deleting Section
16.03 (as added by Modification No. 2) in its entirety.

     VIII.     Article 20 and Article 21 are hereby added to the 1981
Agreement to read as follows:

                           "ARTICLE 20

                            "DEFAULT

     "20.01  Default Defined.  As used herein, "Default" shall mean the
     failure of a party to make any payment or perform any obligation at
     the time and in the manner required by this agreement, except where
     such failure to discharge obligations (other than the payment of
     money) is the result of Force Majeure.  Failure to make any payment
     in the time and manner required by this agreement shall not be
     excused as a Default by payment of late charges in accordance with
     the provisions in Section 20.02 below.

     "20.02  Remedies For Default.  Upon failure of a party to make a
     payment or perform an obligation required hereunder, the other
     party shall give written notice of Default to the defaulting party.
     The defaulting party shall have thirty (30) days within which to
     cure the Default.  If a Default is not cured within such period,
     the party not in Default, at its option, may, in addition to all
     other rights and remedies available at law, in equity or under any
     other provision of this agreement:  (i) give notice to the
     defaulting party of its intention to cure the Default and to take
     such steps as such party deems necessary to cure the Default, or
     (ii) suspend this agreement for a period of 6 months, after which
     this agreement shall automatically terminate.  The defaulting party
     shall, in any event, pay to the other party the total of all
     additional costs reasonably incurred by such other party as a
     result of such Default and/or the curing of such Default,
     including, reasonable attorneys' fees, money reasonably paid to
     others, the reasonable equivalent in money for services of property
     obtained, and any other costs reasonably incurred by such other
     party in attempting to remedy such Default, together with interest
     on the total of such costs at the per annum rate of two (2) percent
     above the commercial lending rate as determined in Article 6 hereof.
     This provision is not intended as a liquidated damages
     provision or to limit liability in any way, and the party not in
     Default may also maintain such other actions for damages as may be
     provided by law, in equity or under this agreement."

                           "ARTICLE 21

                         "FORCE MAJEURE

     "21.02  Force Majeure.  The term "Force Majeure" shall mean any
     cause beyond the control of the party invoking the Force Majeure,
     including, but not limited to, failure or threat of failure of
     facilities, equipment or fuel supply, ice, act of God, flood,
     earthquake, storm, fire, lightning, explosion, epidemic, war, civil
     war, invasion, insurrection, military or usurped power, act of the
     public enemy, riot, civil disturbance or disobedience, strike,
     lockout, work stoppage, other industrial disturbance or dispute,
     labor or material shortage, national emergency, sabotage, failure
     of contractors or suppliers of materials; inability to obtain or
     ship materials or equipment because of the effect of similar causes
     on suppliers or carriers; restraint by court order or other public
     authority or governmental agency, or action or non-action by, or
     failure to obtain the necessary authorizations or approvals from,
     or obtaining the necessary authorizations or approvals only subject
     to unreasonable restrictions from, any governmental agency or
     authority, which by the exercise of due diligence such party could
     not reasonably have been expected to avoid.  Nothing contained
     herein shall be construed to require a party to settle any strike,
     lockout, work stoppage or other industrial disturbance or dispute
     in which it may be involved or to take an appeal from any judicial,
     regulatory or administrative action.  Any party rendered unable to
     fulfill any of its obligations under this agreement by reason of
     Force Majeure shall exercise due diligence to remove such inability
     with all reasonable dispatch.  In the event either party is unable,
     in whole or in part, to perform any of its obligations by reason of
     Force Majeure the obligations of the party relying thereon, insofar
     as such obligations are affected by such Force Majeure, shall be
     suspended during the continuance thereof but no longer.  The party
     invoking the Force Majeure shall specifically state the full
     particulars of the Force Majeure and the time and date when the
     Force Majeure occurred.  Notices given by telephone under the
     provisions of this Article shall be confirmed in writing as soon as
     reasonably possible.  When the Force Majeure ceases, the party
     relying thereon shall give immediate notice thereof to the  other
     party.  This agreement shall not be terminated by reason of Force
     Majeure but shall remain in full force and effect."

                            ARTICLE 2

     2.01 Except as hereinabove specifically amended, all other terms
and conditions of the 1981 Agreement and Modification No. 2 shall remain
in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this
Modification No. 3 to be executed by their respective duly authorized
officers as of the day, month and year first written above.

                    INDIANAPOLIS POWER & LIGHT COMPANY


                    By  /s/ Robert W. Hill
                       Robert W. Hill
                       Chairman and President

                    HOOSIER ENERGY RURAL ELECTRIC
                      COOPERATIVE, INC.


                    By  /s/ J. Steven Smith for
                       Virgil E. Peterson
                       Executive Vice President
                         and General Manager
                                              EXHIBIT I


                       SERVICE SCHEDULE A

                        EMERGENCY SERVICE

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - SERVICES TO BE RENDERED

2.1  Subject to the provisions of subsection 2.2 of this Section 2, in
the event of a breakdown or other emergency in or on the system of either
party involving either sources of power or transmission facilities, or
both, impairing or jeopardizing the ability of the party suffering the
emergency to meet the loads of its system, the other party shall supply
to the party having the emergency such electric energy as the supplying
party is requested to deliver; provided, that neither party shall be
obligated to supply such emergency energy which, in the supplying party's
sole judgment, cannot be delivered without creating a hazard to or
economic burden upon its operations or without impairing or jeopardizing
the total load requirements of its system; and provided further, that
neither party shall be obligated to supply such emergency energy for a
period in excess of forty-eight consecutive hours during any single
emergency.

2.2  The parties recognize that the supply of electric energy as
provided for in subsection 2.1 of this Section 2 is subject to two
conditions which may preclude the delivery of such energy as so provided:

(a) the party requested to deliver electric energy may be suffering an
emergency in or on its own system as described in said subsection 2.1, or

(b) the system of the party of whom such request is made may be
delivering electric energy under a mutual emergency interchange
agreement, to the system of another interconnected company which is
suffering an emergency in or on its system.  Under conditions as cited
under (a) above, neither party shall be considered to be in default
hereunder if unable to comply with the provisions of said subsection 2.1.
Under conditions as cited under (b) above, neither party shall be
considered to be in default hereunder if it is unable to comply with the
provisions of said subsection 2.1 provided that the aforesaid
interconnected company has suffered said emergency in or on its system
prior to and within forty-eight hours of that of the other party hereto
and that, if requested by said other party, such delivery of electric
energy to said interconnected company shall be discontinued within
forty-eight hours following the start of such delivery, and a subsequent
delivery shall be made for a full forty-eight hour period to said other
party in accordance with the provisions of said subsection 2.1.

2.3  If at any time the record over a reasonably prior period shows
clearly that either of the parties has failed to deliver energy in
accordance with and subject to the provisions of subsection 2.1 and
subsection 2.2 of this Section 2, either party, by written notice given
to the other party, may call for a joint study by the parties of the
reserve generating capacity in and provided for their respective systems
and of their respective system transmission facilities affecting the
supply and delivery of power and energy under the Agreement.  It shall be
the purpose of such study to determine the adequacy or inadequacy of
reserve generating capacity and transmission facilities being provided to
meet the requirements of the parties' respective systems, reflecting
obligations under the Agreement, and, if inadequate, the extent of the
burden that one party may be placing upon the other.  If it should be
found that one party is placing an unreasonable burden upon the other,
the party causing such burden shall take such measures as are necessary
to remove the burden from the other party, or the parties shall enter
into such arrangements as shall provide for equitable compensation to the
party being burdened.

SECTION 3 - COMPENSATION

3.1  Emergency Energy shall be settled for, at the option of the
supplying party, either by payment or by return of equivalent energy.

3.2  If the supplying party opts to receive payment for Emergency Energy
delivered, the receiving party shall pay the supplying party the greater
of:

     3.21      110% of the out-of-pocket cost of supplying such Emergency
               Energy that is generated from the supplying party's own
               system, and, for energy purchased by the supplying party from
               another interconnected system which is not a signatory to
               this Agreement ("Third Party") at the request of the
               receiving party, 100% of the amount paid to such Third Party
               plus up to 3.46 mills per kilowatthour (consisting of up to
               2.46 mills per kilowatthour for a transmission charge and 1
               mill per kilowatthour for difficult to quantify energy
               related costs) plus any transmission losses.

     3.22      30 mills per kilowatthour of such Emergency Energy

3.3  If the supplying party opts to receive equivalent energy for
Emergency Energy delivered; such equivalent energy shall be returned at
times when the load conditions of the party originally supplying
Emergency Energy are substantially equivalent to the load conditions of
such party that existed when the Emergency Energy was delivered or, if
such party elects to have equivalent energy returned under different
conditions, it shall be returned in such amounts and at such times as,
the Operating Committee agrees will compensate the original supplying
party, for the difference in conditions.


                                              EXHIBIT II
                             AMENDED
                       SERVICE SCHEDULE B

                         ENERGY TRANSFER

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - TRANSFER ARRANGEMENT

2.1  In carrying out the interconnected operation of their respective
systems as provided for under the Agreement, energy being received by a
portion of one party's system from another portion of its system or to
the system of another interconnected company, may flow over the
transmission facilities of the other party as a natural result of the
physical and electrical characteristics of the interconnected network of
transmission lines to which the parties are connected.  Such flow of
energy may occur during periods when conditions of system operation are
normal or may occur during periods of emergency caused by the failure of
either sources of power or transmission facilities, or both.  In respect
to such flow of energy (hereinafter called "energy transfer") the parties
agree as follows:

     2.11      Such energy transfer over their respective transmission
               facilities shall be permitted whenever such transfer occurs;
               provided, that such energy transfer shall not be of such
               magnitude or duration as to affect adversely, or jeopardize
               the ability of, the party over whose system such energy
               transfers occur to render or accept service to or from
               companies with which it now has, or at any time hereafter may
               have contractual arrangements for the interchange of power or
               energy.

     2.12      The parties recognize that in carrying out the provisions of
               this Service Schedule, the above-described energy transfer,
               either during periods when conditions of system operation are
               normal or during periods of emergency, or both, may
               eventually require the installation of additional
               transmission facilities in order that such energy transfer
               may be properly controlled to the end that the ability of the
               party over whose system such energy transfers occur to meet
               its own requirements, as described under 2.11 above, is not
               affected adversely or jeopardized.  In the event the need for
               such additional transmission facilities becomes apparent to
               either of the parties during any term of this Service
               Schedule, upon written notice given by either party to the
               other party and as soon as practicable following such notice,
               the parties shall jointly reexamine conditions relating to
               Energy Transfer.  In such reexamination, if called for, the
               parties shall agree upon such additional transmission
               facilities as may be required to be installed, if any, and
               upon an equitable basis for bearing the cost of installing,
               maintaining and operating such facilities, if installed.

SECTION 3 - POWER AND ENERGY ACCOUNTING

3.1  The parties recognize that energy transfers as described under
Section 2 of this Service Schedule, except for such amounts of electrical
losses as may be incurred because of such energy transfers, are the
simultaneous acceptance and delivery of like amounts of power and energy
by and from the system of the party over whose system such energy transfers
occur.  Power and energy associated with energy transfers, including
electrical losses associated therewith, shall be accounted for
each clock-hour as provided for under Article 5 of the Agreement. Proper
consideration to such electrical losses will be in accordance with the
manner agreed upon by the Operating Committee.  It is understood by the
parties, however, that such electrical losses resulting from energy
transfers, to be taken as losses over and above the losses prevailing
under basic conditions agreed upon by the parties, shall be supplied
simultaneously by the party for whom such energy transfers are being
made.  The parties agree that initially such basic conditions will be
established as those that exist when the scheduled net delivery between
the systems of the parties, and between their respective systems and the
systems of other interconnected companies, is zero kilowatts.  It is
further understood that, from time to time, conditions may require the
establishment of different basic conditions for such purpose. Either
party by written notice given to the other party may call for a prompt
reexamination and reconsideration of matters pertinent to the
establishment of said basic conditions, whenever such reexamination
appears to be warranted, and the parties will thereupon agree to effect
such changes in the basic conditions, if any, that will equitably
compensate the parties for such losses.  Should such reexamination be
required, a statement will be prepared by the parties which shall include
in detail the amounts of energy delivered and received by the parties
that are associated with energy transfer and the amounts of electrical
losses associated therewith.



     Accepted and approved this 8th day of December, 1989.

HOOSIER ENERGY RURAL ELECTRIC INDIANAPOLIS POWER & LIGHT COMPANY
  COOPERATIVE, INC.


By  /s/ R.E. Jones                      /s/  J.C. Berlier

     R.E. Jones, Division Manager    J.C. Berlier, Vice President
     Power Supply                       Supply Planning and Rates

                                              EXHIBIT III

                       SERVICE SCHEDULE C

                        INTERCHANGE POWER

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - SERVICES TO BE RENDERED

Economy Energy

2.1  Either party may arrange to purchase from the other party electric
energy ("Economy Energy") when it is possible to effect a saving thereby
and, when in the sole judgment of the supplying party, such energy is
available.  Prior to each Economy Energy transaction, the amount of
energy, the time of its delivery, and the charge therefore shall be
determined by the parties.  Receipt or delivery of Economy Energy may
also be arranged with other interconnected systems not parties to this
Agreement.

Non-Displacement Energy

2.2  It is recognized that occasions will arise when transactions under
subsection 2.1 above will be impracticable although a party may have
electric energy (herein called "Non-Displacement Energy") which it is
willing to make available from surplus capacity from its own system or
from outside sources, or both and which can be utilized advantageously
for short intervals by the other party.  In such event, the party
desiring such receipt of energy shall notify the other party of the
extent to which it desires to obtain Non-Displacement Energy, and if the
other party, in its sole judgment, determines that Non-Displacement
Energy is available, schedules providing the period and extent of use
shall be mutually agreed upon.  Neither party shall be obligated to make
any Non-Displacement Energy available to the other.

SECTION 3 - COMPENSATION

Economy Energy

3.1  The charge for Economy Energy purchased by either party from the
other shall be based on the principle that the purchasing party shall pay
the out-of-pocket cost of the supplying party such energy and that the
resulting savings to the purchasing party shall be equally shared by both
parties.

3.2  When Economy Energy is obtained from or delivered to a system
interconnected with either of the Parties which is not a signatory in the
Agreement ("Third Party"), payments among the participants in such a
transaction shall be based on the out-of-pocket costs of the supplying
party or Third Party providing the Energy and an allocation of the gross
savings, which are defined as the difference between (1) what the out-of-
pocket costs of the receiving party or Third Party would have been to
generate such Energy, and (2) the out-of-pocket costs of the supplying
party or Third Party providing the Energy.  Such allocation shall be made
as provided in subsection 3.21 and 3.22 hereinbelow.

     3.21      The transmitting party shall be paid (A) its cost of
               purchasing the Energy supplied, plus (B) its costs of any
               additional transmission losses incurred, plus (C) the greater
               of fifteen percent of the gross savings remaining after
               deducting all such payments for transmission losses or an
               amount up to 3.46 mills per kilowatthour of Energy received
               for transmission.

     3.22      The supplying party or Third Party shall be paid its out-
               of-pocket costs of providing the Energy, plus one-half of the
               gross savings remaining after deducting all payments made
               under subsection 3.21.

Non-Displacement Energy

3.3  Non-Displacement Energy delivered hereunder that is generated by
the supplying party's system shall be settled for either by return of
equivalent Energy or, at the option of the supplying party, by the
payment of the out-of-pocket costs of the supplying party generating such
Energy plus ten percent of such cost.  If equivalent Energy is returned,
it shall be returned at times when load conditions of the receiving party
are equivalent to the load condition of such party at the time the energy
was delivered or, different conditions, such energy shall be returned in
such amounts, to be agreed upon by the operating committee, as will
compensate for the difference in conditions.

3.4  Non-Displacement Energy delivered under subsection 2.2 above that is
purchased by the supplying party from another interconnected system at
the request of the receiving party shall be settled for by the payment of
100 percent of the amount paid to such Third Party, plus up to 3.46 mills
per kilowatthour (consisting of up to 2.46 mills per kilowatthour for a
transmission charge plus 1 mill per kilowatthour for difficult to
quantify energy related costs) plus any transmission losses.

                                              EXHIBIT IV

                       SERVICE SCHEDULE D

                        SHORT TERM POWER

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - SERVICES TO BE RENDERED

2.1  Either party, by giving the other party sufficient notice, may
reserve for periods of one or more days or weeks, such electric power
(herein called "Short Term Power") as the supplying party at that time
may have and is willing to supply as Short Term Power.  The party asked
to supply Short Term Power shall be the sole judge as to the amounts and
periods that it has electric power available that may be reserved by the
other party as Short Term Power.  As used herein, the term "week" shall
mean any seven consecutive days.

2.2  The party desiring to reserve Short Term Power shall specify in a
notice to the other party the number of kilowatts and the period for
which it desires to reserve such power and the desired delivery schedule
for such power.  The supplying party shall promptly acknowledge receipt
of such notice and, shall signify the extent of its ability and
willingness to supply power in accordance with the provisions of such
notice.  Any such notice or acknowledgement thereof initially may be
given orally; however if requested by either party, it shall be confirmed
in writing and such confirmation shall be forwarded not later than the
third day following the date such oral notice is given, excluding
Saturdays, Sundays and holidays.

2.3  During the period the Short Term Power has been reserved as
provided in Section 2.2 above, the supplying party shall deliver upon
call electric energy (hereincalled "Short Term Energy") to the other
party at the delivery point or points set forth in Section 4.01 of the
Agreement in amounts not to exceed the number of kilowatts reserved.
However, in the event conditions arise during such period which could not
have been reasonably foreseen at the time Short Term Energy was reserved
and such conditions would cause the delivery of said power to be
burdensome to the supplying party, said party shall have the right to
require the purchasing party to reduce for any portion of such period the
amount of such energy being taken to the amount specified by the
supplying party.  The purchasing party shall promptly comply with such
requirement of the supplying party.

SECTION 3 - COMPENSATION

3.1  The Party reserving Weekly or Daily Short Term Power shall pay the
supplying party the following Demand Charges:

     3.11      WEEKLY SHORT TERM POWER -- For any week that Short Term
               Power is reserved, up to $1.05 per kilowatt reserved;
               less, for each day during any part of which the amount
               of Weekly Short Term Power is reduced upon notice from
               the supplying party, one-sixth (1/6) of the supplying
               party's weekly demand rate per kilowatt for each
               kilowatt reduction but not more than the rate agreed
               upon for each kilowatt per month.

     3.12 DAILY SHORT TERM POWER -- For any day that Short Term Power
          is reserved, up to $0.21 per kilowatt reserved; less, for
          each day during which the amount of Daily Short Term Power is
          reduced upon notice by the supplying party, the demand charge
          per kilowatt for each day during which any such reduction is
          in effect shall be waived for each kilowatt of reduction.

     3.13 THIRD PARTY WEEKLY SHORT TERM POWER -- For any week that
          Weekly Short Term Power is reserved from a Third Party by the
          supplying party for and at the request of the receiving
          party, such Short Term Power shall be supplied at the rate of
          up to $0.295 per kilowatt reserved per week plus the demand
          charge paid therefore by the supplying party to the Third
          Party in the event the amount of Weekly Short Term Power
          reserved from a Third Party is reduced upon the request of
          the Third Party, the demand charge for each day during which
          such reduction is in effect shall be reduced by the amount of
          which the demand charge payable by the supplying party is
          reduced under its Agreement with such Third Party plus,
          one-sixth (1/6) of the rate per kilowatt agreement upon under
          this paragraph for each kilowatt of reduction per day, but
          not more than the rate agreed upon for each kilowatt per week.

     3.14 THIRD PARTY DAILY SHORT TERM POWER -- For any day that Daily
          Short Term Power is reserved from a Third Party by the
          supplying party for and at the request of the receiving
          party, such Short Term Power shall be supplied at the rate of
          up to $0.059 per kilowatt reserved per day plus the demand
          charge paid therefore by the supplying party to the Third
          Party.  In the event the amount of Daily Short Term Power
          reserved from a Third Party is reduced upon the request of
          the Third Party, the demand charge for each day during which
          such reduction is in effect shall be reduced by the amount by
          which the demand charge payable by the supplying party is
          reduced under its Agreement with such Third Party plus, the
          rate per kilowatt agreed upon under this paragraph for each
          kilowatt of said reduction.

3.2  The reserving party shall pay the supplying party for all Weekly or
Daily Short Term Energy delivered at the following rates:

     3.21 For each kilowatthour that is generated by the supplying
          party's system, 100 percent of the out-of-pocket costs of
          supplying Short Term Energy called for during such period,
          plus 10 percent of such costs.

     3.22 For each kilowatthour purchased by the supplying party from a
          Third Party in order to supply the Short Term Energy called
          for during such period, 100 percent of the amount of the
          Energy charge paid therefore by the supplying party plus 1
          mill per kilowatthour plus any transmission losses.


                                              EXHIBIT V

                       SERVICE SCHEDULE E

                    LIMITED TERM POWER (FIRM)

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - SERVICES TO BE RENDERED

2.1  Either party by giving the other party notice may reserve for
periods of not less than one (1) or more than twelve (12) months, such
electric power (hereincalled "Limited Term Power (Firm)") as the other
party may be willing to make available as Limited Term Power (Firm).  The
party asked to supply Limited Term Power (Firm) shall be the sole judge
as to the amounts and periods that it has electric power available that
may be reserved by the other party as Limited Term Power (Firm).

     2.11 To reserve Limited Term Power (Firm), the party desiring such
          power shall specify in its notice to the supplying party the
          number of kilowatts and the period for which it desires to so
          reserve such power.  The supplying party shall signify the
          extent of its ability and willingness to comply with the
          provisions of such notice.  Any notice or any acknowledgement
          of such notice that initially may be given orally shall be
          confirmed thereafter in writing.

     2.12      During each period that Limited Term Power (Firm) has been
               reserved as above provided, the supplying party shall deliver
               upon call electric energy (herein called "Limited Term Energy
               (Firm)") to the other party at the delivery point or points
               set forth in Section 4.01 of Article 4 of the Agreement in
               any amount up to and including the number of kilowatts
               reserved.  However, in the event conditions arise during such
               period which could not have been reasonably foreseen at the
               time said power was reserved and such conditions would cause
               the delivery of Limited Term Energy (Firm) to be burdensome
               to the supplying party, the supplying party may, upon notice
               to the reserving party reduce or interrupt the delivery of
               such energy to preserve the integrity of, or to prevent or
               limit any instability on, its system.

     2.13      The Limited Term Power (Firm) billing demand for any period
               shall be taken as equal to the number of kilowatts reserved
               as Limited Term Power (Firm) for such period.

SECTION 3 - COMPENSATION

3.1  The party reserving Limited Term Power (Firm) shall pay the
supplying party the following Demand Charges:

     3.11 MONTHLY LIMITED TERM POWER (FIRM) -- For any month that
          Limited Term Power (Firm) is reserved, up to $5.50 per
          kilowatt reserved; less, for each day during any part of
          which the amount of Monthly Limited Term Power (Firm) is
          reduced upon notice from the supplying party, one-twentieth
          (1/20) of the supplying party's monthly demand rate per
          kilowatt for each kilowatt of reduction but not more than the
          rate agreed upon for each kilowatt per month.

     3.12 THIRD PARTY MONTHLY LIMITED TERM POWER (FIRM) -- For any
          month that Monthly Limited Term Power (Firm) is reserved from
          a Third Party by the supplying party for and at the request
          of the receiving party, such Monthly Limited Term Power
          (Firm) shall be supplied at the rate of up to $1.28 per
          kilowatt reserved per month plus the demand charge paid
          therefore by the supplying party to the Third Party.  In the
          event the amount of Monthly Limited Term Power (Firm)
          reserved from a Third Party is reduced upon the request of
          the Third Party, the demand charge for each day during which
          such reduction is in effect shall be reduced by the amount by
          which the demand charge payable by the supplying party is
          reduced under its Agreement with such Third Party plus,
          one-thirtieth (1/30) of the rate per kilowatt agreed upon
          under this paragraph for each kilowatt of reduction per day,
          but not more than the rate agreed upon for each kilowatt per
          month.

3.2  The reserving party shall pay the supplying party for all Monthly
Limited Term Energy (Firm) delivered at the following rates:

     3.21 For each kilowatthour that is generated by the supplying
          party's system, 100 percent of the out-of-pocket costs for
          supplying Limited Term Energy (Firm) called for during such
          period, plus 10 percent of such costs.

     3.22 For each kilowatthour purchased by the supplying party from a
          Third Party in order to supply the Limited Term Energy (Firm)
          called for during such period, 100 percent of the amount of
          the Energy charge paid therefore by the supplying party plus
          1 mill per kilowatthour plus any transmission losses.

                                              EXHIBIT VI

                       SERVICE SCHEDULE F

                         DIVERSITY POWER

SECTION 1 - DURATION

1.1  This Service Schedule, being a part of an agreement dated as of
December 1, 1981, between Indianapolis Power & Light Company ("IPL") and
Hoosier Energy Rural Electric Cooperative, Inc. ("Hoosier") (the
"Agreement") shall become effective on the Interconnection Date as
defined in Article 9 of the Agreement and shall continue in effect until
termination of the Agreement.

SECTION 2 - DIVERSITY POWER

2.1  From time to time, because of differences in load patterns one of
the parties hereto may have excess capacity during one seasonal load
period at the same time the other party is experiencing its peak load
season.  At such time it may be to the parties' mutual advantage to
schedule exchange of certain portions of any such excess capacity.  Such
capacity shall be termed and is herein called "Diversity Power".

2.2  At any time Diversity Power transactions are agreed upon between
the parties, the party which purchases Diversity Power during one
seasonal load period shall be obligated to have available a like amount
of Diversity Power for the other party during the other seasonal load
period.  Seasonal load period shall mean for the Summer seasonal load
Period, the months of April thru September and for the Winter seasonal
load period, the months of October thru March.

2.3  The party supplying Diversity Power shall provide reserve capacity
for the committed amount, equivalent to that provided for its own
customers, exclusive of customers with interruptible service contracts.

2.4  Energy associated with the reservation of Diversity Power shall be
scheduled by the purchasing party no less than 18 hours in advance of
receiving such energy.  Energy receipts for a Monday shall be scheduled
no later than noon of the preceding Friday.

SECTION 3 - COMPENSATION

3.1  Demand Charges - There shall be no demand charge for Diversity Power.

3.2  Energy Charges - Energy shall be billed at out-of-pocket cost plus
ten percent of such cost.  In the event that any part of the
out-of-pocket costs includes energy purchased by the supplying Party,
only the energy portion of such purchase cost shall be included. Any
associated charges for demand, transmission, or other burden shall be
excluded.

                                                 EXHIBIT VII


                       SERVICE SCHEDULE G

                   TEMPORARY TRANSMISSION USE

SECTION 1 - DURATION AND TERMINATION

1.1  This Service Schedule G, being part of Modification No. 3 to the
Agreement dated December 1, 1981 between Indianapolis Power & Light
Company ("IPL") and Hoosier Energy Rural Electric Cooperative, Inc.
("Hoosier") as amended by Modification No. 1 dated June 1, 1982 and
Modification No. 2 dated October 1, 1983 (the "1981 Agreement"), shall
become effective on January 1, 1991 and shall continue in effect unless
it is otherwise terminated in accordance with this Service Schedule G or
Modification No. 3.

1.2  Hoosier may elect to terminate Service Schedule G at any time
during its term.  If such election is made prior to December 31, 1995,
Hoosier shall notify IPL at least 30 days in advance of the desired
termination date.  If such election is made after December 31, 1995,
Hoosier shall notify IPL at least 1 year in advance of the desired
termination date.

SECTION 2 - SERVICES TO BE RENDERED

2.1  IPL hereby represents that it has, and currently projects that it
will have, sufficient capacity in its transmission system to provide
Hoosier with the transmission service contemplated by this Service
Schedule G.  IPL hereby reserves and agrees to make available to Hoosier,
except as otherwise provided in Section 2.5 below, sufficient capacity in
said transmission system to provide for such transmission service
subject, however, to the capacity of such transmission system required to
serve the actual load of IPL's customers now and in the future.

2.2  IPL agrees to provide temporary transmission services to Hoosier
for the purpose of delivering up to 15 MW of power (demand) and energy
from any of the interconnection points between IPL and Hoosier to the tap
point described and referred to in Modification No. 2 as the Honey Creek
Tap Point.  This temporary transmission service shall be available at all
times during the term of this Service Schedule G except as stated in
Section 2.5 of this Service Schedule.

2.3  Any power (demand) and energy delivered by IPL to the Honey Creek
Tap Point shall be simultaneously supplied to IPL from Hoosier at any
other interconnection point or points provided for in the 1981 Agreement.
The power and energy shall be adjusted to compensate IPL for electrical
losses incurred in the delivery of such power.  Any difference in power
and energy delivered to Hoosier through said tap point and that supplied
by Hoosier to IPL shall be settled for in accordance with Section 3.03 of
the 1981 Agreement.

2.4  The parties shall plan, maintain and operate their respective
systems in accordance with sound engineering and operating practice, so
as to minimize the likelihood of disturbance(s) originating in either
party's system which might cause impairment of the transmission service
provided hereunder.

2.5  The Parties shall plan for continuous unrestricted operation to the
tap point at all times; provided, that either party may interrupt or
restrict service for necessary maintenance, system emergency, or if
either determines that its facilities may be damaged due to excessive
loadings caused by the transmission service provided hereunder.  Should
such interruptions or restrictions occur, the parties shall cooperate to
restore such service to normal as soon as practicable.  Excessive loads
are current flows exceeding the normal facility ratings with all
facilities in service, or current flows exceeding emergency facility
ratings under contingency conditions.  Neither party shall be responsible
to the other party for damage or loss of revenue caused by such
restrictions or interruptions.  Excessive loadings shall be verified by
either metering records or mutually agreed upon load flows. Maintenance
outages shall be coordinated between the parties whenever possible.

2.6  IPL shall periodically conduct studies of its future system, and if
such studies indicate problems due to IPL's load growth which may arise
in the future due to the transmission service provided hereunder, shall
as soon as practicable, develop plans and estimates of cost for the
installation of any additional equipment or facilities necessary to
effect a long term solution to such problem so that transmission services
hereunder may be reliably continued, and shall notify Hoosier of such
studies and plans.  IPL shall use its best efforts to provide Hoosier
with a three year advance notice of any impending problems.

Upon approval of long term remedial plans by Hoosier, IPL shall proceed
to install required facilities, and upon completion thereof, Hoosier
shall commence reimbursement to IPL of Hoosier's proportionate share of
costs involved in designing and installing such facilities which shall be
calculated as a function of variables such as:

a)   Share of existing facilities utilized by each party, and;

b)   Timing of required capacity with and without Hoosier's 15 MW power
     transfer; and

c)   Useful life of new facilities, and;

d)   Remaining term of Service Schedule, and;

e)   Other consequential variables determined at the time when excessive
     loadings are observed or mutually projected.

In the event Hoosier does not elect to participate in the remedial plans
prescribed above Hoosier may elect to continue service on a restricted
basis when necessary and on an unrestricted basis at all other times.

SECTION 3 - COMPENSATION

3.1  Electric power measured in kilowatts delivered at the Honey Creek
Tap Point under this Service Schedule shall be billed at $0.92 per
kilowatt month.  This demand charge for use of IPL's transmission
facilities shall be on the maximum hourly demand in kilowatts, measured
in the calendar month of billing, and shall be adjusted to compensate IPL
for losses in the IPL system and in the transformer bank used at the
Honey Creek Tap Point.


                                              EXHIBIT VIII

                       SERVICE SCHEDULE H

                  SPECIFIC TRANSMISSION SERVICE

SECTION 1 - DURATION AND TERMINATION

1.1  This Service Schedule H, being part of Modification No. 3 to the
Agreement dated December 1, 1981 between Indianapolis Power & Light
Company ("IPL") and Hoosier Energy Rural Electric Cooperative, Inc.
("Hoosier") as amended by Modification No. 1 dated June 1, 1982 and
Modification No. 2 dated October 1, 1983 (the "1981 Agreement"), shall
become effective on January 1, 1991 and shall continue in effect through
December 31, 2010, unless terminated in accordance with this Service
Schedule H or Modification No. 3.

1.2  IPL may elect to terminate Service Schedule H at any time during
its term.  If such election is made prior to December 31, 1995, IPL shall
notify Hoosier at least 30 days in advance of the desired termination
date.  If such election is made after December 31, 1995, IPL shall notify
Hoosier at least 1 year in advance of the desired termination date.

SECTION 2 - SPECIFIC TRANSMISSION SERVICES TO BE RENDERED AND CONDITIONS
THEREOF

2.1  Hoosier shall provide Transmission Service to IPL for an amount up
to 50 MW from January 1, 1991 through December 31, 1992 and 100 MW
thereafter through December 31, 2010 for power and associated energy over
Hoosier's electrical transmission facilities from its interconnection
with Big Rivers (i.e., the 161 kV interconnection located in Hancock
County, Kentucky at the border with Spencer County, Indiana) to Hoosier's
interconnection with IPL (i.e., the 138 kV interconnection at IPL's
Petersburg Plant in Pike County, Indiana).  Such transmission service
shall be available at all times during the term of this Service Schedule
H except as stated in Section 2.4 of this Service Schedule.

2.2  Hoosier hereby represents that it has, and currently projects that
it will have, sufficient capacity in its transmission system to provide
IPL with the transmission service contemplated by this Service Schedule
H.  Hoosier hereby reserves and agrees to make available to IPL, except
as otherwise provided in Section 2.4 below, sufficient capacity in said
transmission system to provide for such transmission service subject,
however, to the capacity of such transmission system required to serve
the actual load of Hoosier's members now and in the future and to serve
Wabash Power Association, Inc. and Virginia Power Company under contracts
existing prior to the date of this Service Schedule H.

2.3  The parties shall plan, maintain and operate their respective
systems in accordance with sound engineering and operating practice, so
as to minimize the likelihood of disturbance(s) originating in either
party's system which might cause impairment of the transmission service
provided hereunder.

2.4  The parties shall plan for the continuous, unrestricted operation
of their Interconnection at all times; provided, that either party may
interrupt or restrict service for necessary maintenance, for system
emergencies or if either party determines that its facilities may be
damaged due to excessive loads caused by the transmission service
provided hereunder.  Should such interruptions or restrictions occur, the
parties shall cooperate to restore such service to normal as soon as
practicable.  Excessive loads are current flows exceeding the normal
facility ratings with all facilities in service, or current flows
exceeding emergency facility ratings under contingency conditions.
Neither party shall be responsible to the other party for damage or loss
of revenue caused by such restrictions or interruptions. Excessive
loadings shall be verified by either metering records or mutually agreed
upon load flows.  Maintenance outages shall be coordinated between the
parties whenever possible.

2.5  Hoosier shall periodically conduct studies of its future system.
If such studies indicate problems due to the load growth of Hoosier's
members combined with sales to Wabash Power Association, Inc. and
Virginia Power Company under Contracts existing prior to the effective
date of this Service Schedule H which may arise in the future as the
result of the transmission service provided hereunder, Hoosier shall, as
soon as practicable, develop plans and estimates of cost for the
installation of any additional equipment or facilities necessary to
effect a long-term solution to such problem so that transmission services
hereunder may be reliably continued and shall notify IPL of such studies
and plans.  Hoosier shall use its best efforts to provide IPL with a
3-year advance notice of any such impending problems.

Upon approval of long-term remedial plans by IPL, Hoosier shall proceed
to install required facilities, and upon completion thereof, IPL shall
commence reimbursement to Hoosier of IPL's proportionate mutually agreed
upon share of costs involved in designing and installing said facilities
which shall be calculated as a function of the following variables:

a)   Share of existing facilities utilized by each party; and

b)   Timing of required capacity with and without IPL's 100 MW power
     transfer; and

c)   Useful life of new facilities; and

d)   Remaining term of Service Schedule; and

e)   Other consequential variables determined as of when excessive loads
     are observed or mutually projected.

In the event IPL does not elect to participate in the remedial plans
prescribed above, IPL may continue service on a restricted basis when
necessary and on an unrestricted basis all other times.

SECTION 3 - COMPENSATION AND BILLING

3.1  Throughout the term of this Service Schedule H the following firm
rates shall apply:

     3.11 Demand Charge of $50,000/month for 50 MW transmission
          capacity from January 1, 1991 through December 31, 1992 and a
          demand charge of $100,000/month for 100 MW of transmission
          capacity from January 1, 1993 through December 31, 2010.

     3.12 Energy Charge of 1 mill/kWhr used up to a usage rate of 50 MW
          per hour from January 1, 1991 through December 31, 1992 and a
          usage rate of 100 MW per hour from January 1, 1993 through
          December 31, 2010.

     3.13 In the event the transmission capacity currently in effect is
          reduced upon notice from Hoosier, the demand charge for each
          day during which any such reduction is in effect (excluding
          Saturdays and Sundays) shall be reduced by one-twentieth
          (1/20) of Hoosier's monthly demand rate currently in effect
          per kilowatt of reduction, but not more than the demand
          charge for that month.

                       MODIFICATION NO. 4
                             TO THE
                    INTERCONNECTION AGREEMENT
                             BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY
                               AND
         HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.


THIS AMENDMENT made and entered into as of the 1st day of January, 1995
by Indianapolis Power & Light Company ("IPL"), being an Amendment to the
Interconnection Agreement between Hoosier Energy Rural Electric
Cooperative, Inc. ("Buyer") and IPL dated December 1, 1981 (the "Agreement").


                           WITNESSETH:


WHEREAS, IPL and Hoosier Energy Rural Electric Cooperative, Inc., entered
into the Agreement on December 1, 1981, which Agreement has been amended
from time to time;


WHEREAS, the Agreement provides for the sale of power and energy by IPL
under Service Schedules described as:

          Service Schedule A            Emergency Service
          Service Schedule C            Interchange Power
          Service Schedule D            Short Term Power
          Service Schedule E            Limited Term Power (Firm)
          Service Schedule F            Diversity Power


WHEREAS, the Agreement provides for the recovery of incremental costs or
"out-of-pocket" costs occasioned by the sale by IPL of electric energy;


WHEREAS, IPL has implemented its Emissions Constrained Dispatch Plan,
attached hereto;


WHEREAS, the rates for Emergency Service, Interchange Power, Short Term
Power, Limited Term Power (Firm), and Diversity Power, do not expressly
include the cost of replacing sulfur dioxide ("SO2") emission allowances
expended in order to provide such energy in compliance with Federal laws
governing SO2 emission;


WHEREAS, IPL desires to amend the Agreement to clarify recovery of out-
of-pocket costs occasioned by the sale of said energy as including the
recovery of the incremental cost of SO2 emission allowances;


NOW, THEREFORE, in consideration of the premises and the terms and
conditions set forth herein; IPL desires to amend the Agreement as
follows:

Section 1.     Compensation for SO2 Emission Allowances.

The Buyer shall compensate IPL for the consumption of Sulfur Dioxide
Emissions Allowances ("SO2 Allowances") directly attributed to electric
energy sales by IPL to Buyer under the Service Schedules.  Such
compensation shall, at Buyer's option, be made by either supplying IPL
with the number of SO2 Allowances directly attributed to such energy
sales, or by reimbursing IPL for the incremental cost of such number of
SO2 Allowances, rounded to the nearest whole SO2 Allowance.


If Buyer opts to reimburse IPL in cash for SO2 Allowances associated with
Buyer's energy purchases for the month, the cash amount due at billing
will be determined by multiplying the number of SO2 Allowances attributed
to the sale by the incremental cost of the SO2 Allowances, as determined
in Section 2.2, at the time of the sale.


If Buyer opts to reimburse IPL in SO2 Allowances, Buyer will record or
transfer to IPL's account, the number of SO2 Allowances calculated below,
at the time cash settlement for the energy is due.  In all cases, Buyer
will transfer to IPL's account the number of SO2 Allowances due IPL for
calendar year no later than January 15 of the following year. "Transfer
to IPL's account" shall mean, for purposes of the Amendment, the transfer
by the USEPA of the requisite number of SO2 Allowances to IPL's Allowance
Tracking System account and the receipt by IPL of the Allowance Transfer
Confirmation.


Section 2.     Determination of SO2 Emission Allowances Due IPL.

     Section 2.1.   Number of SO2 Allowances

     The number of SO2 Allowances directly attributed to an energy sale
     made by IPL shall be determined for each hour, by determining the
     contribution from each of the unit(s) from which the energy sale is
     being made for that hour.  For each unit, the emission rate in
     pounds of SO2 per million Btu will be determined each month, from
     fuel sulfur content, control equipment performance, and continuous
     emissions monitoring data.  The emission rate and the unit heat
     rate will be used to determine the SO2 Allowances used per
     megawatt-hour ("MWH").  The energy from each unit attributable to
     the sale, and the SO2 Allowances per MWH for each unit, will be
     used to determine the number of SO2 Allowances attributable to the
     sale.


     Section 2.2 .  Cost of SO2 Allowances

     The incremental SO2 Allowance cost used to determine economic
     dispatch of IPL's generating units in any month, will also be the
     basis used to determine compensation for IPL's energy sales. The
     incremental SO2 Allowances cost, in dollars per ton of SO2, shall
     be determined each month and will be based on the Cantor Fitzgerald
     offer  price for SO2 Allowances, or if such is not available, the
     another nationally recognized SO2 Allowance trading market price or
     market price index, at the beginning of the month.  The SO2
     Allowance value may be changed at any time during the month to
     reflect the more current incremental cost, or market price, for SO2
     Allowances.  Buyer will be notified of the new SO2 Allowance value
     prior to dispatch of IPL energy to Buyer.


Section 3.     Effective Date.

This Amendment to the Agreement shall be made effective as of January 1,
1995.

IN WITNESS WHEREOF, IPL has caused the foregoing Amendment to be signed
by its duly authorized officer, effective as of the date set forth above.

                              INDIANAPOLIS POWER & LIGHT COMPANY


                              By: /s/ John C. Berlier, Jr.
                                   John C. Berlier, Jr.
                                   Vice President
                                   Resource Planning and Rates

                        EMISSIONS CONSTRAINED DISPATCH PLAN
                             Effective January 1, 1995

Economic Dispatch is loading each generating unit so the lowest cost
generation is called upon first to generate the power needed, thereby
minimizing total electric energy generation cost.  Emissions Constrained
Dispatch is simply Economic Dispatch where the estimated value of the
SO2 allowances being consumed by a unit is included as a part of the
unit's cost of generation.  A lower emitting unit will reflect a
relatively lower emissions cost because it requires fewer sulfur dioxide
(SO2) allowances.

IPL's plan to implement Emissions Constrained Dispatch is to incorporate
SO2 allowance values into the existing Energy Management System (load
dispatching system), which economically dispatches IPL's generation.  As
the generation required (load) increases, the available unit with the
lowest incremental cost is dispatched to meet the increase.  As the
generation demanded decreases, the unit with the highest incremental cost
is dispatched to reduce its generation, thereby minimizing cost.<F1>

Currently, the Energy Management System uses incremental heat rates, along
with fuel and variable operation costs to determine the incremental cost of
generation on each unit in service.  Effective January 1, 1995, SO2
emissions related costs will be included in each unit's incremental cost
prior to the incremental costs being compared to make the unit dispatch.
The incremental SO2 value will be in units of dollars per million British
Thermal Units ($/MMBTU) and computed by the following guidelines:

        IPL plans to use EPA (Environmental Protection Agency)
        certifiable data for SO2 emission rates in conjunction with
        the incremental value of emission allowances to form the
        emissions dispatch cost in units of $/MMBTU.  Each
        generating unit affected by the Clean Air Act will have its
        own specific SO2 emissions data input into the Energy
        Management System at the beginning of each month.  That data
        will remain for the month unless projected coal deliveries
        for the month have an SO2 value that will change the current
        dispatch.  The Fuel Supply Organization will notify the System
        Operation Office of the projected coal delivery SO2 emission
        rate in #SO2/MMBTU, so that a correct So2 emission rate can
        be input into the Energy Management System.

        <F1>  Optimization of unit loadings in the Energy Management
System is constrained by equipment physical limitations such as maximum rate
of load pickup or maximum load reduction rate on a unit as well as
contrained by the maximum and minimum capability of the units.

        IPL's Treasury Organization will not less often than the 10th day
        of each month supply the IPL System Operation Office the incremental
        value of an emission allowance in units of dollars per ton of SO2
        based upon the Cantor Fitzgerald asking price for allowances, or
        other nationally recognized allowance trading market price, for use
        in IPL's emission constrained dispatch on a forward going basis.
        Beginning January 1, 1995, the allowance price that will be used
        for purposes of IPL's emissions constrained dispatch will be the
        asking price for allowances obtained from Cantor Fitzgerald on
        December 30, 1994.  The Treasury Organization will track the
        emission allowance market and if a significant change in
        allowance prices occurs within a given month, the Treasury
        Organization may provide an updated allowance price value to the
        IPL System Operation Office.  The updated allowance price will
        be entered into the Energy Management System and the economic
        dispatch algorithm will be updated accordingly.

The emissions cost will be added with the fuel and variable operating cost
to produce a total dispatch cost.  The total dispatch cost will be combined
with the incremental unit heat rate data to produce the total incremental
dispatch cost as calculated by the following formula:

        INCREMENTAL COST = (Fuel Cost + Emissions Value Divided By
                                Variable Operating Cost) X Incremental
                                Heat Rate

The dimensions for each of the variables is as follows:

        Emissions Value, $/MMBTU; Fuel Cost, $/MMBTU; Variable Operating
        Cost $/MMBTU; Incremental Heat Rate, MMBTU/MWH; Allowance Value,
        $/Allowance; Incremental Cost, $/MWH

The dispatch made using the total incremental cost, including SO2 emissions
related costs, will constitute IPL's Emissions Constrained Dispatch.


                             Modification No. 5


                                     To


                           INTERCONNECTION AGREEMENT



                                   Between


                      INDIANAPOLIS POWER & LIGHT COMPANY



                                     And



                HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.






                        Dated as of March 31, 1999


                            MODIFICATION NO. 5

                                    To

                          INTERCONNECTION AGREEMENT

                                  Between

                      INDIANAPOLIS POWER & LIGHT COMPANY

                                    And

               HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.


THIS MODIFICATION NO. 5, dated as of this 31st day of March, 1999,
between INDIANAPOLIS POWER & LIGHT COMPANY (hereinafter called
"IPL"), an Indiana corporation, and HOOSIER ENERGY RURAL ELECTRIC
COOPERATIVE, INC. (hereinafter called "Hoosier"), an Indiana
corporation,

                                 WITNESSETH:

0.01   WHEREAS, there is now in force and effect between IPL and
Hoosier an interconnection agreement dated as of December 1, 1981,
as amended by a Modification No. 1 dated June 1, 1982,
Modification No. 2 dated October 1, 1983, Modification No. 3 dated
September 1, 1989, and Modification No. 4 dated January 1, 1995
(such agreement as so amended being hereinafter referred to as the
"1981 Agreement"); and

0.02   WHEREAS, Hoosier desires to reconfigure service to its
customer, Johnson County REMC, at its Honey Creek Substation
served currently by IPL to provide additional reliability and in
anticipation of customer load growth, by adding an electric
substation near the intersection of Smith Valley Road and Mullinix
Road in Johnson County, Indiana (hereinafter referred to as the
"Mullinix Substation"); and

0.03   WHEREAS, IPL agrees to establish an additional tap point
from which to serve Hoosier's customer, Johnson County REMC, at
the Mullinix Substation (hereinafter referred to as the "Mullinix
Tap Point");

0.04   NOW, THEREFORE, in consideration of the premises and of the
mutual covenants set forth herein, the parties agree as follows:

                             ARTICLE 1

1.01 The 1981 Interconnection Agreement shall be, and the same
hereby is, amended as follows:

A.   Article 1 thereof is hereby amended by modifying subsection
1.015 thereof to read as follows:

"1.015   At its Honey Creek and Mullinix Substations, 138,000 volt
three-phase interrupting device; three motor operated supervisory
controlled 138,000 volt switches under IPL's control and
maintenance authority; a transformer of size limited to 20 MVA
unless otherwise agreed; 12,470 volt metering equipment;
supervisory and communication equipment including bank
differential indication to IPL's control center; relaying,
switching, and appurtenant equipment; all of which equipment shall
be subject to the approval of IPL."

By modifying subsection 1.026 thereof to read as follows:

"1.026   At Honey Creek and Mullinix Tap Points, IPL agrees to
make such modifications to its transmission facilities as are
necessary to effect a connection at such Tap Points."

By inserting immediately following the present subsection 1.052
thereof, a new subsection, designated "1.053" to read as follows:

"1.053   The Mullinix Tap Point - that point at which the
facilities provided therefor by Hoosier shall be connected to
modified facilities of IPL.

By modifying subsection 1.08A to read as follows:

"1.08A   The parties hereto mutually agree that their respective
systems will not be operated in parallel through the Honey Creek
and Mullinix Tap Points.  Electric energy supplied by IPL to
Hoosier at these Tap Points will be used only to temporarily
supply the ultimate customers of Johnson County REMC.  Any power
(demand) or energy supplied through the Tap Points shall be
accounted and settled for as if supplied through any of the
interconnection points which exist between the two companies.
This accounting shall include any power (demand) and energy losses
occurring on the IPL system due to the transfer of the energy to
the Honey Creek and Mullinix Tap Points."

B.   Article 2 thereof is hereby amended by modifying Section
2.01, subsection G, to read as follows:

"G.   the temporary use of IPL transmission facilities to provide
service to Hoosier's Honey Creek and Mullinix Substations which
are not directly connected to its transmission system, in
accordance with Service Schedule G annexed hereto."

C.   Article 4 thereof is hereby amended by modifying Section
4.022 to read as follows:

"4.022   At the Honey Creek and Mullinix Tap Points specified in
Section 1.05 above, by 12,470 volt metering equipment to be
installed and maintained by Hoosier ('Honey Creek Metering Point'
and 'Mullinix Metering Point)"

And by modifying Section 4.03 to read as follows:

"4.03   Suitable metering equipment at the metering point provided
in Section 4.02 above shall include electric meters, potential and
current transformers, and such other appurtenances as shall be
necessary to give for each direction of flow the following
quantities:

A.   a continuous automatic graphic record of both kilowatts and kilovars,

B.   an automatic record of the kilowatthours for each clock hour, and

C.   a continuous integrating record of the kilowatthours.

Meter readings taken at the Honey Creek and Mullinix Substations
shall be adjusted by adding such amount as may be necessary to
fully compensate IPL for losses in their respective transformers
and on IPL's system."

D.   Article 6 thereof is hereby amended by modifying Section 6.01
to read as follows:

"All bills for amounts owed by one party hereto to the other shall
be due and payable on the fifteenth day of the month next
following the month in which the service was provided, or on the
tenth day following receipt of a bill therefor, which is later.
Interest on unpaid amounts shall accrue at 1/2 percent over the
per annum rate of interest equal to the prime lending rate as may
from time to time be published in The Wall Street Journal under
"Money Rates" and is chargeable from the due date of the bill to
the date of payment.  The term 'month' shall mean a calendar month
for the purpose of settlements under this agreement."

E.   Article 8 thereof is hereby amended by modifying Section 8.02
to read as follows:

"8.02   With respect to the Honey Creek and Mullinix Tap Points,
Hoosier hereby agrees that IPL shall not be responsible for
disruption of service or loss of continuity in providing service
to the Honey Creek and Mullinix Substations and Hoosier hereby
indemnifies and saves harmless IPL against any claim for injury to
persons and damage to property in any way resulting from or
growing out of any such service disruption or loss of continuity."

F.   Service Schedule G is hereby revised and restated as provided
in Exhibit A to this Modification No. 5.

                              ARTICLE 2

2.01   Except as otherwise specifically provided by this
Modification No. 5 or subsequent modifications, the terms
"Interconnection Point", "Metering Point", and "Delivery Point",
shall include all points at which the parties thereto are
interconnected.

                              ARTICLE 3

3.01   Except as hereinabove specifically amended, all other terms
and conditions of the 1981 Agreement shall remain in full force
and effect.



IN WITNESS WHEREOF, the parties hereto have caused this
Modification No. 5 to be executed by their respective duly
authorized officers as of the day, month and year first written
above.


HOOSIER ENERGY RURAL ELECTRIC COOPERATIVE, INC.


By /s/ J. Steven Smith
J. Steven Smith
President and Chief Executive Officer


INDIANAPOLIS POWER & LIGHT COMPANY


By /s/ Ramon L. Humke
     Ramon L. Humke
     President and Chief Operating Officer



                                                EXHIBIT VII
                                                (to the 1981 Agreement)

                             SERVICE SCHEDULE G

TEMPORARY TRANSMISSION USE

SECTION 1 - DURATION AND TERMINATION

1.1   This Service Schedule G, being part of Modification No. 3 to
the Agreement dated December 1, 1981 between Indianapolis Power &
Light Company ("IPL") and Hoosier Energy Rural Electric
Cooperative, Inc. ("Hoosier") as amended by Modification No. 1
dated June 1, 1982 and Modification No. 2 dated October 1, 1983
(the "1981 Agreement"), shall become effective on January 1, 1991
and shall continue in effect unless it is otherwise terminated in
accordance with this Service Schedule G or Modification No. 3.

1.2   Hoosier may elect to terminate Service Schedule G at any
time during its term.  If such election is made prior to December
31, 1995, Hoosier shall notify IPL at least 30 days in advance of
the desired termination date.  If such election is made after
December 31, 1995, Hoosier shall notify IPL at least 1 year in
advance of the desired termination date.

SECTION 2 - SERVICES TO BE RENDERED

2.1   IPL hereby represents that it has, and currently projects
that it will have, sufficient capacity in its transmission system
to provide Hoosier with the transmission service contemplated by
this Service Schedule G.  IPL hereby reserves and agrees to make
available to Hoosier, except as otherwise provided in Section 2.5
below, sufficient capacity in said transmission system to provide
for such transmission service subject, however, to the capacity of
such transmission system required to serve the actual load of
IPL's customers now and in the future.

2.2   IPL agrees to provide temporary transmission services to
Hoosier for the purpose of delivering up to 20 MW of power
(demand) and energy from any of the interconnection points between
IPL and Hoosier for each of the tap points described and referred
to in the 1981 Agreement as the Honey Creek and Mullinix Tap
Points ("Tap Points").  This temporary transmission service shall
be available at all times during the term of this Service Schedule
G except as stated in Section 2.5 of this Service Schedule.

2.3   Any power (demand) and energy delivered by IPL to the Tap
Points shall be simultaneously supplied to IPL from Hoosier at any
other interconnection point or points provided for in the 1981
Agreement.  The power and energy shall be adjusted to compensate
IPL for electrical losses incurred in the delivery of such power.
Any difference in power and energy delivered to Hoosier through
said Tap Points and that supplied by Hoosier to IPL shall be
settled for in accordance with Section 3.03 of the 1981 Agreement.

2.4   The parties shall plan, maintain and operate their
respective systems in accordance with sound engineering and
operating practice, so as to minimize the likelihood of
disturbance(s) originating in either party's system which might
cause impairment of the transmission service provided hereunder.

2.5   The Parties shall plan for continuous unrestricted operation
to the Tap Points at all times; provided, that either party may
interrupt or restrict service for necessary maintenance, system
emergency, or if either determines that its facilities may be
damaged due to excessive loadings caused by the transmission
service provided hereunder.  Should such interruptions or
restrictions occur, the parties shall cooperate to restore such
service to normal as soon as practicable.  Excessive loads are
current flows exceeding the normal facility ratings with all
facilities in service, or current flows exceeding emergency
facility ratings under contingency conditions.  Neither party
shall be responsible to the other party for damage or loss of
revenue caused by such restrictions or interruptions.  Excessive
loadings shall be verified by either metering records or mutually
agreed upon load flows.  Maintenance outages shall be coordinated
between the parties whenever possible.

2.6   IPL shall periodically conduct studies of its future system,
and if such studies indicate problems due to IPL's load growth
which may arise in the future due to the transmission service
provided hereunder, shall as soon as practicable, develop plans
and estimates of cost for the installation of any additional
equipment or facilities necessary to effect a long term solution
to such problem so that transmission services hereunder may be
reliably continued, and shall notify Hoosier of such studies and
plans.  IPL shall use its best efforts to provide Hoosier with a
three year advance notice of any impending problems.

Upon approval of long term remedial plans by Hoosier, IPL shall
proceed to install required facilities, and upon completion
thereof, Hoosier shall commence reimbursement to IPL of Hoosier's
proportionate share of costs involved in designing and installing
such facilities which shall be calculated as a function of
variables such as:

a)   Share of existing facilities utilized by each party, and;

b)   Timing of required capacity with and without Hoosier's power
transfers; and

c)   Useful life of new facilities, and;

d)   Remaining term of Service Schedule, and;

e)   Other consequential variables determined at the time when
excessive loadings are observed or mutually projected.

In the event Hoosier does not elect to participate in the remedial
plans prescribed above Hoosier may elect to continue service on a
restricted basis when necessary and on an unrestricted basis at
all other times.


SECTION 3 - COMPENSATION

3.1   Electric power measured in kilowatts delivered at the Tap
Points under this Service Schedule shall be billed at $0.92 per
kilowatt month.  This demand charge for use of IPL's transmission
facilities shall be on the maximum hourly demand in kilowatts,
measured in the calendar month of billing, and shall be adjusted
to compensate IPL for losses in the IPL system and in the
transformer banks used at the Tap Points.