EXHIBIT 10.13









                    INTERCONNECTION AGREEMENT

                             BETWEEN

               INDIANAPOLIS POWER & LIGHT COMPANY

                               AND

              WABASH VALLEY POWER ASSOCIATION, 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

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0.01 This Agreement, dated as of the 7th day of October, 1987, between
Indianapolis Power & Light Company ("IPL" or a "Party"), and Wabash
Valley Power Association, Inc. ("Wabash Valley" or a "Party"), both
Indiana corporations (the "Parties"):

WITNESSETH:

0.02 WHEREAS, IPL is a public utility engaged in the generation,
transmission, distribution and sale of electric power and energy in
Indiana; and

0.03 WHEREAS, IPL is interconnected with the Joint Transmission System
(hereinafter defined) that is jointly owned by Wabash Valley, Public
Service Company of Indiana, Inc. ("PSI") and the Indiana Municipal Power
Agency ("IMPA"); and

0.04 WHEREAS, Wabash Valley is a Not-For-Profit Corporation which
jointly owns the Joint Transmission System in the State of Indiana and is
engaged, among other things, in the generation, transmission and sale of
electric power and energy to Rural Electric Membership Corporations
serving customers in northern Indiana and southern Michigan; and

0.05 WHEREAS, the Parties believe mutual benefits can be realized from
conducting coordinated interconnected operation, such as the interchange,
sale and purchase of electric power and energy; and

0.06 WHEREAS, the Parties desire to fix the terms and conditions upon
which such interconnected operations may be conducted and upon which the
furnishing of interconnection services shall be effected;

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


                            ARTICLE 1

                           DEFINITIONS


1.01 Joint Transmission System.  The Joint Transmission System shall be
the transmission facilities jointly owned by PSI, Wabash Valley, and IMPA
consisting of PSI facilities functionally serving as transmission
facilities and facilities of Wabash Valley and IMPA connected to the
transmission facilities of PSI, all having an operating voltage of 69 KV
or higher, as defined in the Uniform System of Accounts prescribed by the
Federal Energy Regulatory Commission ("FERC").

1.02 Out-of-Pocket Cost.  Out-of-Pocket Cost shall mean those costs of
generating electric energy in the generating stations of the system of
either Party which are incurred by the supplying system directly by
reason of its generating of such energy and which, otherwise, would not
have been incurred by such system.  Out-of-Pocket Cost of electric energy
purchased from a source outside of the system of the supplying Party will
be the total amount paid therefor by the supplying Party which,
otherwise, would not have been paid by such Party.


                            ARTICLE 2

               PROVISIONS REGARDING CONTINUITY OR
           INTERRUPTION OF INTERCONNECTION OPERATIONS


2.01 Representations as to Facilities and Equipment.  IPL hereby
represents that it owns and controls all the transmission, substation and
metering facilities and equipment necessary to implement and carry out
fully all the provisions, terms and conditions of this Agreement.  Wabash
Valley hereby represents that it jointly owns the transmission,
substation and metering facilities and equipment necessary to this
Agreement and has obtained all right, power and authority from PSI and/or
IMPA that is necessary and proper for the implementation and carrying out
of all transactions of the Parties contemplated by this Agreement. 
Wabash Valley hereby agrees that, notwithstanding anything in this
Agreement to the contrary, its implementation of and compliance with the
provisions, terms and conditions of this Agreement and its resultant
obligations and responsibilities hereunder shall not be excused because
of the nature or extent of Wabash Valley's ownership and control over the
transmission, substation and metering facilities and equipment it jointly
owns with PSI and IMPA.

2.02 Synchronous Operation.  At the Points of Interconnection
(hereinafter defined) throughout the duration of this Agreement, subject
to the provisions of this Paragraph 2.02 and of Paragraph 2.03 below, IPL
and Wabash Valley systems shall be operated in continuous synchronism. 
If synchronous operation of the systems at the Points of Interconnection
becomes interrupted either manually or automatically due to reasons
beyond the control of either Party or due to 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 the
Points of Interconnection to normal operating conditions.  Neither Party
shall be responsible to the other for any damage or loss of revenue
caused by such interruption.

2.03 Interruption of Operation.  The Parties agree that either of them
may interrupt synchronous operation through the Points of 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
the Points of Interconnection to normal operating condition.  Neither
Party shall be responsible to the other for damage or loss of revenue
caused by such interruption.

The Parties 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 excessive loading and requests such negotiation.

2.04 Maintenance of Equipment.  The Parties shall each keep the lines,
together with all associated equipment and appurtenances that are located
on their respective sides of the Points of Interconnection, 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.

2.05 New Interconnections.  The Parties understand that each of their
transmission systems is 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 unreasonable transfers
of real power or reactive power through either system during normal
parallel operations as a result of the proposed additional
interconnection, before such additional interconnection is made, joint
load studies shall be conducted to determine the effect such
interconnection will have on the transmission systems of the Parties. 
If, as the result of such studies it is the reasonable opinion of a Party
that the proposed additional interconnection would cause unreasonable
transfers of real 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:

     2.051  agree to compensate the other Party for the use of that
     portion of its facilities determined to be dedicated to the
     proposed additional interconnection; and/or

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

     2.053  abandon the establishment of such additional
     interconnection.


<PAGE>
                            ARTICLE 3

                     SERVICES TO BE RENDERED


3.01 Interconnection Service Schedules.  It is the purpose of the
Parties 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:

     3.011  Emergency Service.  The furnishing of mutual emergency and
     standby assistance, in accordance with Service Schedule A annexed
     hereto.

     3.012  Energy Transfer.  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.

     3.013  Interchange Power.  The interchange, sale, and purchase of
     energy to effect operating economies, in accordance with Service
     Schedule C annexed hereto.

     3.014  Short-Term Power.  The sale and purchase of short-term
     electric power and energy available on the system of one Party and
     desired by the other Party, in accordance with Service Schedule D
     annexed hereto.

     3.015  Limited Term Power (Firm).  The sale and purchase of limited
     term power and energy available on the system of one Party and
     desired by the other Party, in accordance with Service Schedule E
     annexed hereto;

     3.016  Diversity Power.  The sale and purchase of diversity power
     and energy, in accordance with Service Schedule F annexed hereto.

3.02 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, except as provided in Paragraph 3.05
below, 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 Paragraph
3.03 below, each of which, while in effect, shall be deemed to be a part
of this Agreement.

3.03 The respective service schedules shall be designated as follows:

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

3.04 Price Protection.  Except as provided in Section 4.2 of Service
Schedule F, nothing in this Agreement shall require either Party to
purchase power or energy from a third party and resell it to the other
Party at a price less than the total cost of supplying such purchased
power or energy.

3.05 Specific Short-Term Power Purchase.  Wabash Valley hereby agrees to
purchase from IPL and IPL agrees to provide to Wabash Valley, 100
megawatts of short-term power and energy beginning January 1, 1988
through December 31, 1988 at a demand rate of 47 cents/KW/week and an energy
rate of IPL's Out-of-Pocket Costs plus 10%.  In all other respects, such
purchase and sale shall be in accordance with and subject to the terms
and conditions of this Agreement and of Service Schedule D hereof.

3.06 Energy Scheduling.  As a general practice, the receiving Party
shall schedule energy deliveries on an hourly basis with the supplying
Party by 12:00 o'clock Noon, E.S.T., of the day before such energy is to
be delivered; thereafter, the supplying Party shall not be obligated to
schedule energy deliveries until the next day; provided, however, that
the Parties may schedule energy at such other times and upon such other
conditions and/or make such changes in existing energy schedules as both
Parties may agree upon in writing.


                            ARTICLE 4

                       SERVICE CONDITIONS


4.01 Control of System Disturbance.  Each Party shall maintain and
operate its system in accordance with sound operating practice so as to
minimize the likelihood of disturbance originating in one system which
might cause impairment to the service of the other system or of any
system interconnected with the other system.

4.02 Control of Kilovar Exchange.  It is intended that neither Party
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 their
respective systems.  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
Party, in harmony with sound engineering principles of transmission
operation with interconnected systems, is subject to numerous variables
contingent upon loading and operating conditions that my exist
simultaneously on both systems.  The operating procedures and schedules
so set up by the Operating Committee shall be in accord with such
principles and shall require each Party to carry kilovar loads at such
times and in such amounts as will be equitable to both Parties.

4.03  Control of Unscheduled Power and Energy Deliveries.  The Paries
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, to avoid, to the extent
practicable, deviations from scheduled deliveries, shall fully cooperate
with each other and with third parties whose systems are 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 it, 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 Point or
Points of Interconnection set forth in Paragraph 5.01 below, taking into
account electrical losses incurred from the source or sources of such
energy to said 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 such Party for
the difference in conditions.


<PAGE>
                            ARTICLE 5

         DELIVERY POINTS, METERING POINTS, AND METERING


5.01 Points of Interconnection.

     5.011  All electric energy delivered under this Agreement shall be
     of the character commonly known as three-phase sixty hertz energy
     and, except as otherwise provided in Paragraph 5.012 below, shall
     be delivered at the IPL established points of interconnection
     listed below ("Points of Interconnection"):

          Petersburg substation of IPL near Petersburg, Indiana
          Sunnyside substation of IPL near Oaklandon, Indiana
          Five Points substation of PSI in Five Points, Indiana
          Whitestown substation of PSI in Whitestown, Indiana

     5.012  In addition to the Points of Interconnection, IPL has
     interconnections with Indiana & Michigan Electric Company, Southern
     Indiana Gas and Electric Company and Hoosier Energy Rural Electric
     Cooperative, Inc. (each such utility being hereinafter referred to
     as a "Third Party").  If Wabash Valley requests IPL to deliver
     energy under this Agreement to a Third Party, Wabash Valley shall
     be responsible for obtaining transmission agreements with such
     Third Party for the transmission and delivery of energy to a
     designated Third Party interconnection point for and on behalf of
     Wabash Valley; provided, that IPL shall not be responsible to
     Wabash Valley or such Third Party for such energy beyond such Third
     Party interconnection point.  Wabash Valley shall provide in
     advance to IPL an information copy of each such transmission
     agreement and a copy of each PSI, IMPA and Third Party letters
     concurring with each of such transactions.  In addition, Wabash
     Valley shall obtain IPL's consent in writing to such  Third Party
     transaction, which consent shall not be unreasonably withheld.

5.02 Metering Points.  Electric power and energy supplied under this
Agreement shall be measured by suitable metering equipment, at the
voltages and metering points specified below ("Metering Points") and at
such other points, voltages, and ownership as may be agreed upon by the
parties in a written amendment hereto:

     345 KV meters owned by IPL at the Petersburg substation of
     IPL.

     138 KV meters owned by IPL at the Petersburg substation of
     IPL.

     345 KV meters owned by IPL at the Sunnyside substation of
     IPL.

     138 KV meters owned by IPL at the Five Points substation of
     PSI.

     345 KV meters owned by IPL at the Whitestown substation of
     PSI.

5.03 Metering Equipment.  Suitable metering equipment at the metering
points provided in Paragraph 5.01 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 continuous automatic graphic record of both kilowatts and kilovars; an
automatic record of the kilowatthours for each clock hour; and a
continuous integrating record of the kilowatthours.

5.04 Measurement of Electric Energy.  Measurement of electric energy
under this Agreement shall be made by standard types of electric meters
installed and maintained at the Metering Points.  The timing devices of
meters shall be synchronized as closely as practical.  All meters shall
be sealed, and the seals shall be broken only when the meters are to be
tested or adjusted.

5.05 Access to Meters and Records.  Authorized Representatives
(hereinafter defined) of both Parties shall have reasonable access to the
premises where the meters are located and to the records made by the
meters.

5.06 Meter Testing.  Each Party shall routinely test or have tested the
above-referenced meters and shall maintain records of meter accuracy all
in accordance with prudent utility practices.  Each Party shall have the
right, at its expense, to require that the other Party conduct a special
test of its meters as soon as practicable; provided, that if such test
shows the meter to be more than two percent (2%) inaccurate, the Party
owning the meter shall bear the cost of such test.  Representatives of
both Parties shall be notified and afforded the opportunity to be present
at all routine or special tests and whenever any readings are taken from
meters not providing an automatic record.  Both Parties shall be provided
with a schedule of routine testing dates for metering equipment which
measures transactions entered into pursuant to this Agreement.

5.07 Adjustments Due to Inaccuracies.  If any metering equipment test
discloses an inaccuracy exceeding two percent (2%), the energy account
between the Parties shall be adjusted to correct for the inaccuracy
disclosed over the shortest of the following periods; (i) for the six (6)
month period immediately preceding the day of the test, or (ii) for the
period that such inaccuracy may be determined to have existed, or (iii)
if the last test took place within the immediately preceding six month
period and the period of inaccuracy cannot be determined, for the period
since the last test.  Should the metering equipment fail to register, the
amount of electric power and energy delivered shall be determined from
the best available data.

5.08 Communication, Telemetering And Load Control Facilities.  Each
Party shall provide such communication, telemetering and load control
facilities as are now or may hereafter be determined and agreed upon by
the Parties as necessary for the proper and efficient interconnection
operation of the Parties' systems.


                            ARTICLE 6

                     RECORDS AND STATEMENTS


6.01 Records.  In addition to records of the metering provided for in
Article 5 hereof, the Parties shall keep complete records as may be
needed to substantiate 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.  All such records shall be retained by the Party
keeping the records.  A Party's records shall be available at all
reasonable times for inspection by the other Party's Representative and
may be copied at such other Party's expense.

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


                            ARTICLE 7

             BILLINGS, PAYMENTS AND BILLING DISPUTES


7.01 All bills for amounts owed by one Party to the other shall be due
and payable on the fifteenth (15th) day of the month next following the
month in which the service was provided, or on the tenth (10th) day after
receipt of a bill therefor, whichever is later.  Interest on unpaid
amounts shall accrue at the annual rate of five percent (5%) above the
prime commercial lending rate established from time to time by Merchants
National Bank and Trust Company of Indianapolis, Indiana (the "Prime
Lending Rate") and is payable from the date the bill is due to the date
of payment.  The term "month" shall mean a calendar month for the purpose
of settlements under this Agreement.

7.02 Billing Disputes.  If either Party disputes the correctness of a
bill, it will, nevertheless, pay the undisputed portion of such bill plus
a minimum of one-half (1/2) of the disputed amount and shall submit to
the other Party a written statement detailing the items disputed.  If the
Parties are unable to agree upon the disputed items, such items shall be
submitted to the Operating Committee for decision.  Should the Operating
Committee be unable to reach a decision, the matter shall be submitted to
the President of IPL and the General Manager of Wabash Valley for
decision.  Any refund or additional payment ordered by the Operating
Committee or by the President of IPL and General Manager of Wabash Valley
shall be subject to interest computed at the Prime Lending Rate existing
at the time of the refund or additional payment plus five percent (5%),
said interest to be calculated, in the case of a refund, from the date
the amount to be refunded was paid to the date of the refund and, in the
case of an additional amount ordered to be paid, from the original due
date to the payment date.


                            ARTICLE 8

                       OPERATING COMMITTEE


8.01 Operating Committee Organization And Duties.  To coordinate the
operation of their respective generation, transmission and substation
facilities in order that the advantages to be derived under this
Agreement may be realized by the Parties hereto to the fullest extent
practicable, the Parties shall establish a committee of authorized
representatives to be known as the Operating Committee.  Each Party shall
designate in a writing delivered to the other Party, the person who is to
act as its representative on the Operating Committee and each person who
may serve as alternates whenever such representative is unable to act
("Representatives").  Each of such Representatives shall be persons
familiar with the generation, transmission, and substation facilities of
the system of the Party he or she represents, and each shall be fully
authorized (i) to cooperate with the other Representatives and (ii) 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:

     8.011  All matters pertaining to the coordination of the
     maintenance of generation and transmission facilities of the
     Parties.

     8.012  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.

     8.013  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.

8.02 Operating Committee Access.  For the purpose of inspection and
reading of meters, checking of pertinent records and related matters, the
Representatives shall have the right of access at any reasonable time to
all facilities and equipment of the Parties used or to be used in the
performance of this Agreement.

8.03 Operating Committee Expenses.  Each Party shall be responsible for
the expenses of its members; provided that any expense jointly incurred
by the Operating Committee in performing its duties shall be shared
equally by the Parties.

8.04 Operating Committee Meetings.  The Operating Committee shall meet
at least annually at a time and place mutually agreed to by the
Representatives.  On request of any Representative, a special meeting
shall be arranged not more than five working days after the request
unless the Party requesting the meeting agrees to a later date. 
Attendance at the meetings shall not be limited to Representatives;
however, the Parties recognize the practical necessity of limiting
attendance of non-Representatives to those who are expected to take an
active part on the agenda for a given meeting.

8.05 Agreement Not To Be Modified By Committee.  The Operating Committee
shall not have authority to modify any of the terms or conditions of this
Agreement.

8.06 Change of Representatives.  Each Party shall give prompt written
notice to the other Party of any change in designation of its primary or
alternate Representative on the Operating Committee.

8.07 Unresolved Disputes.  If the Operating Committee shall be unable to
take action on any matter to be acted upon by it under this Agreement
because of a dispute between the Representatives as to such matter, then
the matter shall be referred to the President of IPL and the General
Manager of Wabash Valley.


                            ARTICLE 9

              CONTINUITY AND SUSPENSION OF SERVICE,
                    RELATIVE RESPONSIBILITIES


9.01 Continuity and Suspension of Service.  Each Party shall exercise
reasonable care and foresight to maintain continuity of service as
provided in this Agreement, but neither Party shall be considered in
Default (hereinafter defined) in respect of any obligation hereunder if
prevented from fulfilling such obligation by reason of Force Majeure as
defined in Article 11 below.  In no event shall either Party be liable to
the other Party for loss or damage arising from failure, interruption or
suspension of service.  Each Party reserves the right to suspend service
without liability at such times and for such periods and in such manner
as it deems advisable, including, without limitation, suspensions for the
purpose of making necessary adjustments to, changes in, or repairs on,
its facilities, and suspensions in cases where, in its sole opinion, the
continuance of service to the other Party would endanger persons or
property.  Both Parties shall use their best efforts to provide each
other with reasonable notice in the event of suspension of service.

9.02 Relative Responsibilities.  Each Party assumes all responsibility
for receipt and delivery of electricity on its system to and from its
Points of Interconnection.  Neither Party assumes any responsibility with
respect to the construction, installation, maintenance or operation of
the system of the other Party or of the systems of third parties, in
whole or in part.  Neither Party shall, in any event, be liable for
damage or injury to any persons or property, whatsoever, arising,
accruing or resulting from, in any manner, the receiving, transmission,
control, use, application or distribution by the other Party of said
electricity.  Each Party shall use reasonable diligence to maintain its
facilities in proper and serviceable condition, and shall take reasonable
steps and precautions for maintaining the services agreed to be provided
and received under this Agreement.


                           ARTICLE 10

                        TERM OF AGREEMENT


10.01     Effective Date.  The effective date of this Agreement (the
"Effective Date") shall be the date as of which all conditions precedent
set forth in Paragraph 13.01 below have been satisfied.  Such Effective
Date shall be specified in a writing executed by both Parties.  The
Parties agree to use their best efforts to support and cooperate with
each other to satisfy said conditions precedent.

10.02     Term.  The term of this Agreement and of the annexed Service
Schedules shall begin on the Effective Date and continue through December
31, 1997 (the "Initial Term"); thereafter, the Agreement and Service
Schedules shall continue for successive terms of three (3) years each
until terminated pursuant to notice given by either Party to the other or
otherwise terminated under Paragraphs 18.01 or 19.03 below.  Any notice
of termination given hereunder shall be given in writing, at least two
(2) years prior to the end of the Initial Term or any successive term,
and may be delivered at any time after the Effective Date of this
Agreement; provided, that this Agreement shall not be deemed to have
terminated until all prior commitments for sales or purchases of power
and energy under this Agreement have been fulfilled and all payments
therefor have been made. 


                           ARTICLE 11

                          FORCE MAJEURE


11.01     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, restraining 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 of 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 12

                             DEFAULT


12.01     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 except with respect to a Default cured in accordance with
the provisions in Paragraph 12.02 below.

12.02     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 the 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 or property obtained, and any other costs reasonably incurred by
such non-Defaulting Party in attempting to remedy such Default, together
with interest on the total of such costs at the per annum rate of five
(5) percent above the Prime Lending Rate.  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 13

              CONDITIONS PRECEDENT TO EFFECTIVENESS
                   OF AGREEMENT AND AMENDMENTS


13.01     Conditions Precedent.  The Effective Date of this Agreement is
conditional upon the approval by the United States Bankruptcy Court
having jurisdiction over the property and operations of Wabash Valley and
the approval or acceptance of this Agreement by FERC and any other
regulatory authority or other governmental agency having jurisdiction. 
If any of the terms and conditions of this Agreement are altered or made
impossible of performance by order, rule, or regulation of said Court or
of any such regulatory agency and, as a result, 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 impossibility
of such performance results in a substantial loss of the benefits to be
derived from this Agreement, this Agreement may be terminated forthwith
upon notice.        

13.02     Cooperation With FERC Filing.  Both Parties recognize and agree
that this Agreement must be filed with the FERC, and both Parties agree
to jointly request acceptance for filing of this Agreement without
suspension by the FERC.  In this connection, both Parties agree that each
of them will execute any and all documents, duly authorize all officers
or agents as necessary, and do all other things necessary and appropriate
to secure acceptance for filing of this Agreement, including the terms
and conditions and the initial rates and charges hereof, by the FERC
without suspension, or change or modification in the terms hereof.

13.03     Amendments.  Except as otherwise provided in Paragraph 19.02 below
or in the provisions of the Service Schedules, this Agreement may be
amended only by mutual agreement of the Parties, which amendment shall be
in writing and shall become effective upon satisfaction of the above
Conditions Precedent applicable thereto.


                           ARTICLE 14

           INDEMNIFICATION AND LIMITATION OF LIABILITY


14.01     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.

14.02     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.

14.03     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.


<PAGE>
                           ARTICLE 15

                              TAXES


15.01     If at any time during the term of this Agreement there should be
levied or assessed against either of the Parties any direct taxes by any
taxing authority on the power and/or energy generated, purchased, sold,
transmitted, interchanged, or exchanged under this Agreement, which taxes
are in addition to or different from the forms of direct taxes being
levied or assessed on the date of this Agreement and such direct taxes
results in increasing the cost to either or both Parties of carrying out
the provisions of this Agreement, then the rates and charges for such
power and/or energy furnished hereunder shall be increased automatically
to the extent necessary to make adequate and equitable allowance for such
taxes.


                           ARTICLE 16

                             WAIVERS


16.01     Any waiver by either Party of its rights under this Agreement,
shall not be deemed a waiver with respect to any rights that subsequently
accrue.  Any delay, less than the statutory period of limitations, in
asserting or enforcing any rights under this Agreement, shall not be
deemed a waiver of such rights.


                           ARTICLE 17

                            INSURANCE


17.01     Insurance.  Each Party shall be responsible for the procurement and
maintenance of its own property, casualty and third-party liability
insurance to adequately protect its personnel and property and to cover
its liabilities and responsibilities under this Agreement.


                           ARTICLE 18

                           ASSIGNMENT

18.01     Assignment of Agreement.  This Agreement shall inure to the benefit
of, and be binding upon, the respective successors and assigns of the
Parties and, insofar as permitted by law, on any trustee appointed for a
Party under the United States Bankruptcy Code; and this Agreement may not
be assigned by either Party, without the written consent of the other
Party.  In the event either Party is liquidated or dissolved as a
corporation or otherwise terminates its business operations, this
Agreement shall become null and void and all obligations under this
Agreement and the Service Schedules, except financial obligations
incurred prior to such event shall cease upon the date of such event.


                           ARTICLE 19

                          MISCELLANEOUS


19.01     Prudent Utility Practices.  The Parties shall discharge all
obligations under this Agreement in accordance with prudent utility
practices.

19.02     Change in Rates.  Nothing herein shall be construed as affecting in
any way the right of Wabash Valley to unilaterally make a change in rates
or charges applicable to the furnishing of service by Wabash Valley under
this Agreement provided such change is approved by appropriate state
and/or federal regulatory authority.  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 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.

19.03     No Partnerships; Tax Matters.  Notwithstanding any provision of
this Agreement to the contrary, the Parties do not intend to create
hereby any joint venture, partnership, association taxable as a
corporation, or other entity for the conduct of any business for profit,
and any construction of this Agreement to the contrary which has an
adverse tax effect on either Party shall render this Agreement null and
void from its inception.

19.04     Survivorship Of Certain Obligations.  Notwithstanding Paragraph
19.03 above, the voidance of this Agreement shall not discharge any Party
from any obligation it owes to the other Party under this Agreement by
reason of any transaction, loss, cost, damage, expense or liability which
shall have occurred or arisen after the Effective Date of this Agreement,
but prior to such voidance.  It is the intent of the Parties that should
this Agreement be voided under Paragraph 19.03 above, the satisfaction of
any such obligation and the provisions for indemnification and limited
liability of Article 14 above shall constitute a separate agreement
between the Parties that is severable from this Agreement and, as such,
shall remain in full force and effect for actions that occurred prior to
the voidance of this Agreement.

19.05     Computation of Time.  In computing any period of time prescribed or
allowed by this Agreement, the day of the act, event, or default from
which the designated period of time begins to run shall be excluded but
the last day of such period shall be included, unless it is a Saturday,
Sunday, or legal holiday, in which event the period shall run until the
end of the next business day which is not a Saturday, Sunday, or legal
holiday.

19.06     Section Headings Not To Affect Meaning.  The descriptive headings
of the Articles and paragraphs of this Agreement have been inserted for
convenience only and shall not modify or restrict any of the terms and
provisions thereof.


                           ARTICLE 20

                             NOTICES


20.01     Notices Relating to Provisions of this Agreement.  Any notice,
demand or request made by a Party to the other Party pursuant to any
provision of this Agreement shall be made in writing and shall be
delivered in person, by prepaid telegram or by registered or certified
mail to the named officer of the Party at the address listed below;
provided, that either Party may, from time to time, change such
designated officer or the address thereof by giving written notice of
such change to the other Party.

     TO IPL:

          President
          Indianapolis Power & Light Company
          P. O. Box 1595B
          Indianapolis, IN  46206

     TO Wabash Valley:

          General Manager
          Wabash Valley Power Association, Inc.
          722 North High School Road
          P. O. Box 24700
          Indianapolis, IN  46224

20.02     Notices Of An Operating Nature.  Any notice, request or demand
pertaining to matters of an operating nature may be served in person or
by United States mail, messenger, telephone, or telegraph, as
circumstances dictate, to a Representative; provided, that should the
same not be written, confirmation thereof shall be made in writing as
soon as practicable thereafter, upon request of the Party being served.


<PAGE>
                           ARTICLE 21

           GOVERNING LAW AND CONSTRUCTION OF AGREEMENT


21.01     This Agreement shall be governed by and construed according to the
laws of the State of Indiana.


                           ARTICLE 22

                ENTIRE AGREEMENT CONTAINED HEREIN


22.01     This is the entire agreement between the Parties and no oral or
other written representations shall have the affect of amending or
modifying this Agreement.

IN WITNESS WHEREOF, the Parties 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

ATTEST:



By    /s/ Marcus E. Woods         
   Marcus E. Woods, Vice President,
   Secretary and General Counsel


                              WABASH VALLEY POWER ASSOCIATION,
                              INC.



                              By    /s/ Edwin G. Beucler        
                                 Edwin G. Beucler, President

ATTEST:



By:     /s/ Joe R. Clem           
     Joe R. Clem, Secretary
<PAGE>
                                                  EXHIBIT I


                       SERVICE SCHEDULE A

                        EMERGENCY SERVICE


  Under Interconnection Agreement dated October 7, 1987 between
             Indianapolis Power & Light Company and
     Wabash Valley Power Association, Inc. (the "Agreement")


SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those
used in the Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective
Date of the Agreement and shall continue in effect throughout the
duration of the Agreement.

SECTION 3 - SERVICES TO BE RENDERED

3.1  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, which impair or jeopardize the ability of a Party
suffering the emergency to meet the loads of its system, the other Party
shall deliver the electric energy ("Emergency Energy") that such Party
requests; provided, however, that a Party shall not be obligated to
deliver such energy which it, in its sole judgment, cannot deliver
without interposing a hazard to or economic burden upon its operations or
without impairing or jeopardizing the other load requirements of its
system; and provided further, that neither Party shall be obligated to
deliver electric energy to the other Party:  (a) for a period in excess
of forty-eight consecutive hours during any single emergency, or (b) when
it is delivering electric energy under another (other) mutual emergency
interchange agreement(s), or (c) at any time that delivery of emergency
energy will impair its own system's ability to meet its load.

SECTION 4 - COMPENSATION

4.1  Emergency Energy delivered under Section 3 above that is generated
by the supplying Party shall be settled for either by the return of
equivalent Energy or, at the option of the Party that supplied such
Energy, by payment of the greater of 110 percent of the Out-of-Pocket
Costs of supplying such Energy or 30 mills per kilowatthour thereof.

4.2  Emergency Energy delivered under Section 3 above that is 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 shall be settled for as follows:


     4.21 When IPL is the supplying party, a 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 and 1 mill per kilowatthour for difficult to
     quantify energy related costs) plus any transmission losses.

     4.22 When Wabash Valley is the supplying party, a payment of 100
     percent of the amount paid to such third party plus 2.0 mills per
     kilowatthour plus any transmission losses.

4.3  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 existing at the time 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.<PAGE>
                                        
                                                      EXHIBIT II


                       SERVICE SCHEDULE B

                         ENERGY TRANSFER


  Under Interconnection Agreement dated October 7, 1987 between
             Indianapolis Power & Light Company and
     Wabash Valley Power Association, Inc. (the "Agreement")


SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those
used in the Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective
Date of the Agreement and shall continue in effect throughout the
duration of the Agreement.

SECTION 3 - TRANSFER ARRANGEMENT

3.1  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 from
the system of another interconnected company, or energy being delivered
by a portion of one Party's system to 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 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:

     3.11 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
     proper service to its customers, and 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.

     3.12 The Parties recognize that in carrying out the provisions of
     this Service Schedule, the 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 Transfer occurs to 
     meet its own requirements, as described under 3.11 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 the duration 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 4 - POWER AND ENERGY ACCOUNTING

4.1  The Parties recognize that Energy Transfer as described under
Section 3 above, except for such amounts of electrical losses as may be
incurred because of such Energy Transfer, is the simultaneous acceptance
and delivery of like amounts of power and energy by and from the system
of the Party over whose system such transfer occurs.  Power and energy
associated with Energy Transfer, including electrical losses associated
therewith, shall be accounted for each clock-hour as provided for under
Article 6 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 Transfer, 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
the Energy Transfer is 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.<PAGE>
                     
                                                        EXHIBIT III

                       SERVICE SCHEDULE C

                        INTERCHANGE POWER


  Under Interconnection Agreement dated October 7, 1987 between
             Indianapolis Power & Light Company and
     Wabash Valley Power Association, Inc. (the "Agreement")


SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those
used in the Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective
Date of the Agreement and shall continue in effect throughout the
duration of the Agreement.

SECTION 3 - SERVICES TO BE RENDERED

3.1  Economy Energy.  Either Party may arrange to purchase from the
other Party electrical 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
compensation therefore shall be determined by the Parties.  Compensation
so determined by the Parties shall not be subject to later review or
adjustment.  In the event conditions arise during such scheduled period
which cause the delivery of Economy Energy to become burdensome to the
supplying Party, said Party has the right to request the receiving Party
to reduce the amount of such energy to any quantity specified.  Receipt
or delivery of Economy Energy may also be arranged with other
interconnected systems not Parties to this Agreement.

3.2  Non-Displacement Energy.  It is recognized that occasions will
arise when transactions under subsection 3.1 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.

<PAGE>
SECTION 4 - COMPENSATION

ECONOMY ENERGY

4.1  The charge for Economy Energy purchased by either Party from the
other Party shall be based on the principle that the Party purchasing it
shall pay the Out-of-Pocket Cost of the Party supplying such Energy and
that the resulting savings to the receiving Party shall be equally shared
by the supplying and receiving Parties.

4.2  When Economy Energy is obtained from or delivered to a system
interconnected with either of the Parties which is not a signatory to 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 Subsections 4.21 and 4.22 herein below.

     4.21 The transmitting party shall be paid (A) its cost of
     purchasing the Energy supplied, plus (B) its costs of additional
     transmission losses plus (C) the following:

          (1)  When IPL is such transmitting party:

               The greater of (i) fifteen percent of the gross savings
               remaining after deducting all such payments for
               transmission losses or (ii) an amount not to exceed
               3.46 mills per kilowatthour of Energy received for
               transmission.

          (2)  When Wabash Valley is such transmitting party:

               The greater of (i) fifteen percent of the gross savings
               remaining after deducting all such payments for
               transmission losses or (ii) an amount not to exceed 2.0
               mills per kilowatthour of Energy received for
               transmission.

     4.22 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 4.21 (B) and (C).  The receiving Party or Third Party
     shall pay an amount which will provide it with the other one-half
     of the gross savings remaining after deducting all payments made
     under Subsection 4.21 (B) and (C).

NON-DISPLACEMENT ENERGY

4.3  Non-Displacement Energy delivered hereunder that is generated by
the supplying Party's system shall be settled for either by the return of
equivalent Energy or, at the option of the supplying Party, by payment of
the Out-of-Pocket Costs of the supplying Party in generating such Energy
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 equivalent to the load conditions of such Party at the
time the energy in exchange 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.

4.4  Non-Displacement Energy delivered under Subsection 3.2 above that
is 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 shall be settled for as follows:

     4.41 When IPL is the supplying party, a 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 and 1 mill per kilowatthour for difficult to
     quantify energy related costs) plus any transmission losses.

     4.42 When Wabash Valley is the supplying party, a payment of 100
     percent of the amount paid to such Third Party plus 2.0 mills per
          kilowatthour plus any transmission losses.<PAGE>
   
                                                            EXHIBIT IV


                       SERVICE SCHEDULE D

                        SHORT TERM POWER


  Under Interconnection Agreement dated October 7, 1987 between
             Indianapolis Power & Light Company and
     Wabash Valley Power Association, Inc. (the "Agreement")


SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those
used in the Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective
Date of the Agreement and shall continue in effect until termination of
the Agreement.

SECTION 3 - SERVICES TO BE RENDERED

3.1  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.

3.2  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.

3.3  During the period that Short Term Power has been reserved as
provided in Section 3.2 above, the supplying Party shall deliver upon
call electric energy (herein called "Short Term Energy") to the other
Party at the Point or Points of Interconnection set forth in Section 5.01
of the Agreement in the 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 and such conditions would
cause the delivery of said power to be burdensome to the supplying Party,
such Party shall have the right to request the other Party to reduce for
any portion of such period the amount of Short Term Energy being taken to
that amount specified by the supplying Party.  The purchasing Party shall
promptly comply with such requirements of the supplying Party.

SECTION 4 - COMPENSATION

4.1  The Party reserving Weekly or Daily Short Term Power shall pay the
supplying Party the following demand charges:

     4.11 WEEKLY SHORT TERM POWER

     (a)  When IPL is the supplying Party, Wabash Valley shall pay IPL
     for Weekly Short Term Power at the rate of up to $1.05 per kilowatt
     reserved per week.

     (b)  When Wabash Valley is the supplying Party, IPL shall pay
     Wabash Valley for Weekly Short Term Power at the rate of up to
     $1.05 per kilowatt reserved per week.

     (c)  In the event the amount of Weekly Short Term Power reserved
     is reduced upon notice from the supplying Party, the demand charge
     for each day during which any such reduction is in effect shall be
     reduced by one-sixth (1/6) of the supplying Party's weekly demand
     rate per kilowatt for each kilowatt of reduction but not more than
     the rate agreed upon for each kilowatt per week.

     4.12 DAILY SHORT TERM POWER

     (a)  When IPL is the supplying Party, Wabash Valley shall pay IPL
     for Daily Short Term Power at the rate of up to $.21 per kilowatt
     reserved per day.

     (b)  When Wabash Valley is the supplying Party, IPL shall pay
     Wabash Valley for Daily Short Term Power at the rate of up to $.21
     per kilowatt reserved per day.

     (c)  In the event the amount of Daily Short Term Power reserved is
     reduced upon notice from 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.

     4.13 THIRD PARTY WEEKLY SHORT TERM POWER

     (a)  For any week that Weekly Short Term Power is reserved by IPL
     for and at the request of Wabash Valley from a Third Party, such
     Short Term Power shall be supplied at the rate of up to $.295 per
     kilowatt reserved per week plus the demand charge paid therefor by
     IPL to the Third Party.

     (b)  For any week that Weekly Short Term Power is reserved by
     Wabash Valley for and at the request of IPL from a Third Party,
     such Short Term Power shall be supplied at the rate of $.12 per
     kilowatt reserved per week plus the demand charge paid therefor by
     Wabash Valley to the Third Party.

     (c)  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 by which the demand charge
     payable by the supplying Party is reduced under its Agreement with
     such Third Party plus, in the case of Power reserved by IPL, one-
     sixth of the rate per kilowatt agreed to under Paragraph (a) of
     this Section 4.13 for each kilowatt of reduction each day; but not
     more than the rate agreed upon for each kilowatt per week; and, in
     the case of Power reserved by Wabash Valley, one-sixth of the rate
     per kilowatt stated in Paragraph (b) of this Section 4.13 for each
     kilowatt of reduction each day; but not more than the rate agreed
     upon for each kilowatt per week.

     4.14 THIRD PARTY DAILY SHORT TERM POWER

     (a)  For any day that Short Term Power is reserved by IPL for and
     at the request of Wabash Valley from a Third Party, such Short Term
     Power shall be supplied at the rate of up to $.059 per kilowatt
     reserved per day plus the demand charge paid therefor by IPL to the
     Third Party.

     (b)  For any day that Short Term Power is reserved by Wabash
     Valley for and at the request of IPL from a Third Party, such Short
     Term Power shall be supplied at the rate of $.02 per kilowatt
     reserved per day plus the demand charge paid therefor by Wabash
     Valley to the Third Party.

     (c)  In the event that 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 such Power shall be reduced by
     the amount by which the demand charge payable by the supplying
     Party is reduced by the Third Party.

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

     (a)  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.

     (b)  For each kilowatthour purchased by IPL 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
     therefor by IPL plus 1 mill per kilowatthour plus any transmission
     losses.

     (c)  For each kilowatthour purchased by Wabash Valley from a Third
     Party in order to supply the Short Term Energy called for during
     such period, 100 percent of the amount of Energy charge paid
     therefor by Wabash Valley plus 1 mill per kilowatthour plus any
          transmission losses.<PAGE>
                                 
                                                           EXHIBIT V


                       SERVICE SCHEDULE E

                    LIMITED TERM POWER (FIRM)


  Under Interconnection Agreement dated October 7, 1987 between
             Indianapolis Power & Light Company and
     Wabash Valley Power Association, Inc. (the "Agreement")


SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those
used in the Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective
Date of the Agreement and shall continue in effect until termination of
the Agreement.

SECTION 3 - SERVICES TO BE RENDERED

3.1  Either Party, by giving the other Party notice, may reserve for
periods of not less than one (1) nor 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).

     3.11 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.

     3.12 During each period that Limited Term Power (Firm) has been
     reserved as provided, the supplying Party shall deliver upon call
     electric energy [herein called Limited Term Energy (Firm)] to the
     other Party at the Point or Points of Interconnection set forth in
     Section 5.01 of Article 5 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.

     3.13 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 4 - COMPENSATION

4.1  The Party reserving Limited Term Power (Firm) shall pay the
supplying Party the following demand charges:

     4.11 MONTHLY LIMITED TERM POWER (FIRM)

     (a)  When IPL is the supplying Party, Wabash Valley shall pay IPL
     for Monthly Limited Term Power (Firm) at the rate of up to $5.50
     per kilowatt reserved per month.

     (b)  When Wabash Valley is the supplying Party, IPL shall pay
     Wabash Valley for Monthly Limited Term Power (Firm) at the rate of
     up to $9.43 per kilowatt reserved per month.

     (c)  In the event the amount of Monthly Limited Term Power (Firm)
     taken is reduced upon notice from the supplying Party, the demand
     charge for each day during which any such reduction is in effect
     shall be reduced by 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.

     4.12 THIRD PARTY LIMITED TERM POWER (FIRM)

     (a)  For any month that Monthly Limited Term Power (Firm) is
     reserved by IPL for and at the request of Wabash Valley from a
     Third 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 therefor by IPL to the Third Party.

     (b)  For any month that Monthly Limited Term Power (Firm) is
     reserved by Wabash Valley for and at the request of IPL from a
     Third Party, such Monthly Limited Term Power (Firm) shall be
     supplied at the rate of up to $1.20 per kilowatt reserved per month
     plus the demand charge paid therefor by Wabash Valley to the Third
     Party.

     (c)  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 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, in the case of Power reserved
     by IPL one-thirtieth (1/30) of the rate per kilowatt agreed to
     under Paragraph (a) of this Section 4.12 for each kilowatt of
     reduction each day; but not more than the rate agreed upon for each
     kilowatt per month; and, in the case of Power reserved by Wabash
     Valley, one-thirtieth (1/30) of the rate per kilowatt agreed to
     under Paragraph (b) of this Section 4.12 for each kilowatt of
     reduction each day; but not more than the rate agreed upon for each
     kilowatt per week.

4.2  The reserving Party shall pay the supplying Party for all Limited
Term Energy (Firm) delivered at the following rates:

     (a)  For each kilowatthour that is generated by the supplying
     Party's system, 100 percent of the Out-of-Pocket Costs of supplying
     Limited Term Energy (Firm) called for during such period, plus 10
     percent of such costs.

     (b)  For each kilowatthour purchased by IPL from a third Party in
     order to supply the Limited Term Energy called for during such
     period, 100 percent of the amount of the Energy charge paid
     therefor by IPL plus 1 mill per kilowatthour plus any transmission
     losses.

     (c)  For each kilowatthour purchased by Wabash Valley 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 therefor by Wabash Valley plus 1 mill per kilowatthour plus
          any transmission losses.<PAGE>
                              
                                                           EXHIBIT VI


                       SERVICE SCHEDULE F

                        DIVERSITY POWER 


  Under Interconnection Agreement dated October 7, 1987 between
             Indianapolis Power & Light Company and
     Wabash Valley Power Association, Inc. (the "Agreement")


SECTION 1 - DEFINITIONS

1.1  The meaning of the terms used herein shall be the same as those
used in the Agreement.

SECTION 2 - DURATION

2.1  This Service Schedule shall become effective as of the Effective
Date of the Agreement and shall continue in effect until termination of
the Agreement.

SECTION 3 - DIVERSITY POWER

3.1  From time to time, because of differences in load patterns a Party
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 an exchange of
certain portions of any such excess capacity.  Such capacity shall be
termed and is herein called "Diversity Power".

     3.11 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.

3.2  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.

3.3  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.

SECTION 4 - COMPENSATION

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

4.2  Energy Charges - Energy shall be billed at Out-of-Pocket Cost of
the supplying Party 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 related portion of such purchase cost shall be
included.  Any associated charges for demand related costs shall be
excluded.
<PAGE>
                       MODIFICATION NO. 1
                             TO THE
                    INTERCONNECTION AGREEMENT
                             BETWEEN
               INDIANAPOLIS POWER & LIGHT COMPANY
                               AND
              WABASH VALLEY POWER ASSOCIATION, 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 Wabash Valley Power Association, Inc.
("Buyer") and IPL dated October 7, 1987 (the "Agreement").


                           WITNESSETH:


WHEREAS, IPL and Wabash Valley Power Association, Inc., entered into the
Agreement on October 7, 1987, 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
          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, 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.


<PAGE>
     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, then
     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