EXHIBIT 10.13



            MID-AMERICA CAPITAL RESOURCES, INC.
                              
                  LONG-TERM INCENTIVE PLAN
                              
                (Effective January 1, 1995)
<PAGE>
            MID-AMERICA CAPITAL RESOURCES, INC.
                  LONG-TERM INCENTIVE PLAN
                (Effective January 1, 1995)



                         SECTION 1

                          PURPOSE

     The purpose of the Plan (as such term is described
below) is to provide an incentive to selected key
executives of the Company (as such term is described
below), by providing an opportunity to earn long-term
incentive compensation, based upon the attainment of
Company performance goals, so that they shall have an
increased incentive to work toward the attainment of the
long term growth and profit objectives of the Company and
its affiliated companies.  Specifically, the Plan is
designed to:

          A.   Link, directly and indirectly, executive and
     shareholder interests.

          B.   Attract and retain individuals of
     outstanding ability.

          C.   Encourage key Company employees to render
     superior performance.


                         SECTION 2

                        DEFINITIONS

     The terms defined in this Section 2 shall, for
purposes of this Plan, have the meanings herein specified,
unless the context expressly or by necessary implication
otherwise requires:

          A.   Administrative Guidelines:  The guidelines
     established to administer this Plan as now in effect
     or as modified from time to time by the Committee.

          B.   Board of Directors:  The Board of Directors
     of IPALCO.

          C.   Bonus Pool:  The amount available for
     allocation and distribution under Section 5.

          D.   Capital Intensive Business.  Each of the
     Companies or a division of a Company which is
     designated by the Committee as capital intensive for
     purposes of determining the award of a Participant.

          E.   Cause:  The term Cause means fraud,
     dishonesty, theft of corporate assets or other gross
     misconduct by a Participant.

          F.   Committee:  The Compensation Committee of
     the Board of Directors.

          G.   Company or Companies:  Mid-America and its
     subsidiaries, or successors.

          H.   Company Value:  The value of the Company
     determined under Section 5 which is taken into account
     in determining the Bonus Pool available for allocation
     and distribution.

          I.   Current Interest Rate:  The Fiscal Year
     interest rate designated by the Committee to apply to
     payments which are deferred by the Committee in
     accordance with Section 7.B.  The Current Interest
     Rate for each Fiscal Year until changed by the
     Committee, shall mean the rate in effect on the
     December 31 immediately preceding each Fiscal Year
     that is equal to Indianapolis Power & Light Company's
     cost of capital determined by the Indiana Utility
     Regulatory Commission in Indianapolis Power & Light
     Company's last general retail electric rate order.

          J.   Earnings:  The aggregate net earnings of the
     Non-Capital Intensive Business of the Company (as
     determined by the Committee) for the relevant
     measuring period.

          K.   Fiscal Year:  The calendar year.

          L.   Good Reason:  The term "Good Reason" means,
     without the Participant's written consent, (i) a
     demotion in the Participant's status, position or
     responsibilities which, in the judgment of the
     Committee, does not represent a promotion from his
     status, position or responsibilities as in effect
     immediately prior to change in status, position or
     responsibilities; (ii) the assignment to the
     Participant of any duties or responsibilities which,
     in the reasonable judgment of the Committee, are
     inconsistent with such status, position or
     responsibilities; or any removal of the Participant
     from or failure to reappoint or reelect him to any of
     such positions, except in connection with the
     termination of his employment for total and permanent
     disability, death or Cause or by him other than for
     Good Reason; or (iii) the relocation of the principal
     executive offices of IPALCO to a location outside the
     Indianapolis, Indiana metropolitan area, but only if
     IPALCO or the Company require him to be based at any
     place other than the location at which he performed
     his duties immediately prior to the relocation of
     IPALCO.

          M.   IPALCO:  IPALCO Enterprises, Inc. or its
     successor.

          N.   Market Value:  The fair market value of the
     Capital Intensive Business on January 1, 2000 as
     determined by an independent valuation firm selected
     by the Committee.

          O.   Mid-America:  Mid-America Capital Resources,
     Inc. or its successors.

          P.   Non-Capital Intensive Business:  Each of the
     Companies or a division of a Company which is
     designated by the Committee as non-capital intensive
     for purposes of determining the award of a
     participant.

          Q.   Participant:  The employees of IPALCO and
     the Company designated by the Committee to receive an
     award under the Plan.  The employees eligible for
     designation include officers of IPALCO or the Company
     and other employees of IPALCO and the Company who the
     Committee expect to contribute materially to the
     strategic growth of the Company.

          R.   Performance Incentive Award:  The incentive
     award amount for a Participant determined in
     accordance with Section 5 hereof.

          S.   Performance Period:  The period from January
     1, 1995 through December 31, 1999 for which
     performance of the Company under this Plan shall be
     measured.

          T.   Plan:  This Mid-America Capital Resources,
     inc. Long-Term Incentive Plan, as now in effect and as
     amended from time to time.

          U.   Shares:  The eight (8) Shares available for
     grant under Section 4 by the Committee.  The Committee
     shall be permitted to grant fractional Shares under
     the Plan.  Furthermore, to the extent Shares
     previously awarded are forfeited, in whole or in part,
     in accordance with the provisions of the Plan, the
     Committee may, but is not required to, reallocate the
     forfeited Shares (or fractions thereof) to other
     Participants.

          V.   Sustainable Earnings:  The portion of the
     Earnings that the Committee, in its sole discretion,
     determines are sustainable by the Non-Capital
     Intensive Business for a period after the date of
     determination.  Generally, while subject to final
     determination by the Committee, Earnings that are
     expected to continue for at least three (3) years
     shall generally be deemed sustainable.

          W.   Threshold Value:  An increase in value of
     the Company that must be exceeded before a Performance
     Incentive Award shall be payable.  The Threshold Value
     shall be equal to $33,833,333.


                         SECTION 3

                       ADMINISTRATION

     The Plan shall be administered by the Committee.  The
decision of a majority of the members of the Committee
shall constitute the decision of the Committee, and the
Committee may act either at a meeting at which a majority
of its members are present or by a written consent signed
by all of its members.  The Committee may appoint
individuals to act on its behalf in the administration of
the Plan; provided, however, that except as otherwise
provided by the Plan, the Committee shall have the sole,
final and conclusive authority to administer, construe and
interpret the Plan.  The decisions to be made by the
Committee include, but are not limited to, the following:

          (i)  The Companies or divisions of the Companies
     which are designated as a Capital Intensive Business
     or a Non-Capital Intensive Business.

          (ii) The employees of IPALCO and the Company who
     are granted Shares under this Plan and the number of
     Shares (or fractional Shares) to be granted to each
     such Participant.

          (iii) The determination of Earnings and
     Sustainable Earnings of the Non-Capital Intensive
     Business.

          (iv) The selection of an independent valuation
     firm to determine the Market Value of the Capital
     Intensive Business.

          (v)  The timing of payment of the Performance
     Incentive Awards.


                         SECTION 4

                       PARTICIPATION

     A.   At any time before or during the Performance
Period, the Committee may award Shares or fractional Shares
to IPALCO's or the Company's key employees who, in the
opinion of the Committee, are in a position to make a
significant contribution to the long-term success of the
Company.  However, under no circumstances shall the
aggregate number of Shares awarded exceed eight (8).

     B.   During the Performance Period, the Committee, in
its sole discretion, may: 

          (i)  discontinue the participation of a
     Participant; or

          (ii) increase or decrease the number of Shares or
     fractional Shares awarded to a Participant.

If a Participant's participation is discontinued, his Share
award shall be automatically reduced to an amount equal to
the product of:

          (iii) the number of Shares credited to the
     Participant immediately before the discontinuation and

          (iv) a fraction, the numerator of which is equal
     to the number of full calendar months in the
     Performance Period during which he was an active
     Participant in this Plan and the denominator or which
     is sixty (60).

Furthermore, except as provided in Section 6 and even if
the Participant's participation is discontinued, a
Participant's Share award may not be decreased after
January 1, 1997 to an amount less than an amount equal to
the product of:

          (v) the number of Shares credited to the
     Participant immediately before the decrease and

          (vi) a fraction, the numerator of which is equal
     to the number of full calendar months in the
     Performance Period during which he was a Participant
     and the denominator of which is sixty (60).

     C.   At the end of the Performance Period, the
Committee may, but is not required to, allocate any Shares
not awarded as of December 31, 1999 (including any
previously forfeited Shares) among the Participants in any
manner it determines appropriate.


                         SECTION 5

        CALCULATION OF PERFORMANCE INCENTIVE AWARDS

     A.   A Performance Incentive Award shall be payable
only if Company Value at the end of the Performance Period
(as determined under subsection (i) below) exceeds
Threshold Value.  If Company Value exceeds Threshold Value,
the Performance Incentive Award payable to a Participant
shall be equal to the product of the Bonus Pool (as
determined under subsection (i) below) and the
Participant's fractional interest in the Bonus Pool (as
determined under subsection (ii) below).

          (i)  The Performance Incentive Award Bonus Pool
     shall be determined as follows:

               a.   First, Company Value shall be
          determined by adding:

                    1.   the increase in value of the
               Capital Intensive Business (as determined
               under paragraph B of this Section), plus

                    2.   the increase in value of the
               Non-Capital Intensive Business (as
               determined under paragraph C of this
               Section), plus

                    3.   the value added by sale of
               product lines or businesses (as determined
               under paragraph D of this Section).

               b.   Second, the Performance Incentive
          Award Bonus Pool shall be determined by adding:

                    1.   The product of (A) the amount
               (not in excess of $101,500,000) by which
               Company Value exceeds Threshold Value,
               times (B) 20%, plus

                    2.   The product of (A) the amount, if
               any, by which Company Value exceeds
               $135,333,333, times (B) 15%.

          (ii)  A Participant's fractional interest in the
     Bonus Pool shall be equal to a fraction, the numerator
     of which is the number of Shares held by the
     Participant on December 31, 1999 and the denominator
     of which is eight (8).

     B.   The increase in value of the Capital Intensive
Business shall be equal to the amount, if any, by which the
Market Value of the Capital Intensive Business at December
31, 1999, increased by dividends paid by Mid-America to
IPALCO and the other shareholders of Mid-America, if any,
during the Performance Period and reduced by capital
contributions made by IPALCO and the other shareholders of
Mid-America, if any, to Mid-America during the Performance
Period, exceeds the Market Value of the Capital Intensive
Business as of January 1, 1995.  To the extent that there
is a sale of product lines or business which results in
value added under paragraph D below, the Committee shall
adjust the amount determined under this paragraph if
necessary to preclude such sale proceeds from being counted
twice in determining the incentive compensation payable
under this Plan.

     C.   The increase in value of the Non-Capital
Intensive Business shall be equal to the simple average of
(i) and (ii) below:

          (i)  The Sustainable Earnings of the Non-Capital
     Intensive Business for the 1999 Fiscal Year times
     twelve (12).

          (ii) The average annual Earnings of the
     Non-Capital Intensive Business for each of the five
     (5) Fiscal Years in the Performance Period times
     twelve (12);

To the extent that there is a sale of product lines or
business which results in value added under paragraph D
below, the Committee shall adjust the amount determined
under this paragraph if necessary to preclude such sale
proceeds from being counted twice in determining the
incentive compensation payable under this Plan.

     D.   The value added by a sale of product lines or
business shall be equal to the net proceeds of each and
every product lines or business of the Company sold during
the Performance Period.  For purposes of this paragraph,
the net proceeds of any product line or business sold shall
be equal to the amount by which the proceeds of any sale
exceed the January 1, 1995 book value of such business or
product line (disregarding any depreciation), plus any
dividends paid to IPALCO and the other shareholders of the
entity, if any, attributable to such sold product line or
business during the Performance Period and less any capital
contributions made with respect to such sold product line
or business by IPALCO and the other shareholders of the
entity, if any, during the Performance Period.  The
determination of net proceeds shall be made by the
Committee, in its sole discretion.

     E.   Notwithstanding anything contained in Section 3
or in this Section 5 to the contrary, the Committee has the
authority to reduce, in part or in whole, the amount of the
Performance Incentive Award payable to any Participant who
is also a participant in the IPALCO Enterprises, Inc.
Long-Term Performance and Restricted Stock Incentive Plan.


                         SECTION 6

                  EMPLOYMENT TERMINATIONS

     A.   Except as provided in paragraphs B, C, and D of
this Section, the Shares held by a Participant whose
employment with the Company and IPALCO is terminated before
January 1, 1997 or whose employment with the Company and
IPALCO is terminated after January 1, 1997 but before
January 1, 2000 and is a termination by IPALCO or the
Company for Cause or a voluntary termination by the
Participant without Good Reason shall be forfeited, and the
Shares allocated to such terminated Participant shall be
available, at the complete discretion of the Committee, to
be reallocated to other current or new Participants.

     B.   If a Participant's employment is involuntarily
terminated by the Company and IPALCO without Cause or
voluntarily terminated by the Participant for Good Reason
after January 1, 1997 and before January 1, 2000, the
Shares (including any fractional Shares) held by the
Participant immediately prior to his employment termination
and after adjusted as provided below shall be fully vested
and non-forfeitable.  Notwithstanding the prior sentence,
the Shares held by a Participant whose employment is
terminated, may, at the complete discretion of the
Committee, be reduced to an amount no less than the amount
equal to the product of the Shares (or fractional Shares)
held by the Participant before the employment termination
(without regard to any decrease in the Share award on or
after January 1, 1997 in accordance with Section 4.B.) and
a fraction, the numerator of which is equal to the number
of full calendar months in the Performance Period during
which he was an active Participant before his employment
termination and the denominator of which is equal to sixty
(60).  Payment of the Performance Incentive Period to any
terminated Participant shall be made in accordance with
Section 7.

     C.   If a Participant's employment is terminated
involuntarily before January 1, 1997 following the sale of
the business or product lines for which he performed the
greatest percentage of his employment services and he does
not begin employment with the purchaser within three (3)
months from the closing date of the purchase, the vesting
provisions of paragraph B of this Section shall apply
without regard to the January 1, 1997 employment
requirement.

     D.   If a Participant's employment is terminated
before January 1, 2000 by reason of his retirement on or
after age sixty-five (65), disability (as such term is
defined in the Employees' Retirement Plan of Indianapolis
Power & Light Company) or death, the vesting provisions of
paragraph B of this Section shall apply without regard to
the January 1, 1997 employment requirement.  In the case of
a Participant's death, payment shall be made to his
designated beneficiary or, if there is no designated
beneficiary, to his estate.


                         SECTION 7

                          PAYMENT

     A.   Except as provided in paragraph B of this Section
7, Mid-America shall pay in cash to each Participant an
amount equal to his Performance Incentive Award as soon as
practicable after the conclusion of the Performance Period
and after the amount of the Performance Incentive Award is
determined.

     B.   Notwithstanding anything contained in paragraph
A of this Section to the contrary, the Committee, in its
sole discretion, may (but is not required to) defer the
payment of all or a portion of the Performance Incentive
Award but only to the extent necessary to preserve the
federal income tax deductibility of the cash payment of the
Performance Incentive Award by Mid-America; provided,
however, that to the extent the Company defers payment
until 2001 or later, the amount of any deferred payment
shall begin to accrue interest at the Current Interest Rate
beginning on July 1, 2000.  Payments may not be deferred
beyond the first calendar year or years in which the
payment would be deductible by the Company for federal
income tax purposes.


                         SECTION 8

                   NO EMPLOYMENT CONTRACT

     The Plan is not and is not intended to be an
employment contract with respect to any of the
Participants, and IPALCO's and the Company's rights to
continue or to terminate the employment relationship of any
Participant shall not be affected by the Plan.


                         SECTION 9

                 AMENDMENT AND TERMINATION

     The Board of Directors of Mid-America may at any time
amend, modify, alter, or terminate the Plan; provided,
however, that any amendment, modification, alteration or
termination to the Plan which increases the number of
Shares available for grant under this Plan or modifies the
vesting provisions set forth in Section 6 shall not be
given effect unless the majority of the Participants
adversely affected by the change consent to the amendment,
modification, alteration or termination.


                         SECTION 10

                      INDEMNIFICATION

     Each person who is or shall have been a member of the
Board of Directors of IPALCO or Mid-America or the
Committee shall be indemnified and held harmless by
Mid-America against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by
him in connection with or resulting from any claim, action,
suit, or proceeding to which he may be a party or in which
he may be involved by reason of any action taken or failure
to act under the Plan and against and from any and all
amounts paid by him in settlement thereof with
Mid-America's approval, or paid by him in satisfaction of
a judgment  in any such action, suit or proceeding against
him, provided he shall give Mid-America an opportunity, at
its own expense, to handle and defend the same before he
undertakes to handle and defend it on his behalf.  The
foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such
persons may be entitled under the Mid-America Articles of
Incorporation or Code of By-Laws, as a matter of law, or
otherwise, or any power that Mid-America may have to
indemnify them or hold them harmless.


                         SECTION 11

                       GOVERNING LAW

     The Plan, and all grants and other documents delivered
hereunder, shall be construed in accordance with and
governed by the laws of Indiana.


                         SECTION 12

                      EXPENSES OF PLAN

     The expenses of administering the Plan shall be borne
by the Company.


                         SECTION 13

                         SUCCESSORS

     The Plan shall be binding upon the successors and
assigns of IPALCO and the Company.


                         SECTION 14

                      TAX WITHHOLDING

     Mid-America shall have the right to withhold from the
Participant or other person receiving payment of a
Performance Award the amount of any federal, state or local
taxes which Mid-America is required to withhold with
respect to such Performance Incentive Awards.


                         SECTION 15

                       EFFECTIVE DATE

     This Plan shall be effective January 1, 1995.
<PAGE>
                              



            MID-AMERICA CAPITAL RESOURCES, INC.
                              
                  LONG-TERM INCENTIVE PLAN
                              
              -- ADMINISTRATIVE GUIDELINES --
                              
                (Effective January 1, 1995)
<PAGE>
            MID-AMERICA CAPITAL RESOURCES, INC.
                  LONG-TERM INCENTIVE PLAN
              -- ADMINISTRATIVE GUIDELINES --
                (Effective January 1, 1995)



     These guidelines provide additional detail for the
administration of the Long-Term Incentive Plan (the
"Plan").  The Plan document defines the broad terms of the
Plan that can only be changed by amending the Plan.

     The organization of these guidelines follows the Plan
document.  Some sections have extensive guidelines and
others do not have any guidelines because further detail is
not required. The sections of the Plan documents that are
not included here are those sections that do not have any
additional administrative requirements.

SECTION 3.     ADMINISTRATORS.

     Prior to the beginning of the Performance Period, the
Committee will engage an independent valuation firm to
value the Capital Intensive Business of the Company.

SECTION 4.     PARTICIPATION.

     During the Performance Period:

          A.   The Committee will select the Plan
     participants, and the number of Shares, or fractional
     Shares, to be allocated to each such Participant.

          B.   Prior to January 1, 1997, a Participant's
     participation may be discontinued by the Committee and
     Shares awards may be increased or decreased by the
     Committee.

          C.   While the Committee may still decrease Share
     awards or discontinue a Participant's participation on
     and after January 1, 1997, Share awards may not be
     reduced below an amount equal to the product of the
     Shares held immediately before the discontinuance and
     a fraction, the numerator of which is equal to the
     number of months during which the Participant
     participated in the Plan and the denominator of which
     is 60.

     After the Performance Period:

     The Committee will determine whether to allocate any
unallocated Shares to current or new Participants before
calculation of the Plan cash award.

SECTION 5.     CALCULATION OF PERFORMANCE INCENTIVE AWARD.

     At the end of the Performance Period:

          A.   The Committee will determine the Performance
     Incentive Awards for each Participant.  A sample
     calculation is set forth on Attachment A.

          B.   The Committee will determine the portion of
     Earnings of the Non-Capital Intensive Business that
     are Sustainable Earnings.

          C.   The Committee will communicate to each
     Participant his Performance Incentive Award,

          D.   The Committee will also determine whether an
     adjustment to the award should be made to any
     Participant who is also a participant in the IPALCO
     Enterprises, Inc. Long-Term Performance and Restricted
     Stock Incentive Plan (the "IPALCO LTIP").

          E.   If there is sale of a product line or
     business during the Performance Period, the Committee
     will adjust the increase in value of the Capital
     Intensive Business or Non-Capital Intensive Business,
     whichever is applicable, to avoid a double counting of
     the proceeds in the calculation of the Performance
     Incentive Award.

SECTION 6.     EMPLOYMENT TERMINATIONS.

     During the Performance Period:

          A.   If a Participant's employment is terminated
     involuntarily before January 1, 1997, or terminated
     after January 1, 1997 by the Company for Cause or by
     the Participant without Good Reason, the Shares
     allocated to the Participant will be forfeited.  The
     Committee will determine, in its sole discretion,
     whether the Shares should be reallocated to other
     Participants.

          B.   If a Participant's employment is terminated
     on or after January 1, 1997 but before January 1,
     2000, the Committee will decide whether to reduce the
     Share award to reflect the fact that the terminated
     Participant did not participate for the entire 60
     month Performance Period.

SECTION 7.     PAYMENT.

     At the end of the Performance Period:

          A.   Unless the Committee elects to defer a
     portion of the Performance Incentive Award as provided
     below, the Committee will cause Mid-America to make
     payment of the Performance Incentive Awards as soon as
     practicable after the Performance Incentive Awards are
     calculated.

          B.   If the Committee determines that all or a
     portion of the Performance Incentive Award may not be
     deductible by the Company in the calendar year
     immediately following the Performance Period, the
     Committee may, but is not required to, defer payment
     to the first calendar year or years for which the
     payment would be deductible.  If the payments are
     deferred beyond July 1, 2000, the deferred portion
     will be credited with interest in accordance with the
     Plan.

<PAGE>
                                                ATTACHMENT A




     SAMPLE CALCULATION OF PERFORMANCE INCENTIVE AWARD



1.   Number of Shares allocated to Participant         1



2.   Calculation of Performance Incentive Award Bonus Pool:

     A.   Increase in value of Capital Intensive Business:

          December 31, 1999 Market Value       $100,000,000

          LESS January 1, 1995 Market Value -  $50,000,000

               TOTAL                           $50,000,000

          PLUS


     B.   Increase in Value of Non-Capital Intensive
          Business:

          1.   Sustainable Earnings of
               Non-Capital Intensive
               Business for 1999 Fiscal Year    $6,000,000

               TIMES                              x       
 12

                                                 $72,000,000


          2.   Average annual Earnings of
               Non-Capital Intensive
               Business for Performance Period   $4,000,000

               TIMES                              x       
 12

                                                 $48,000,000


          3.   Simple average of a and b         $60,000,000
                                             ($120,000,000 / 2)

          TOTAL                                  $60,000,000


     C.   Sale of Product Line of Business*      $5,000,000

*This example assumes that no adjustment in values of
Capital Intensive Business or Non-Capital Intensive
Business is required.


     D.   Sum of A + B + C                       $115,000,000

     E.   LESS Threshold Value                   - 33,833,333

                                                 $ 81,166,667

          TIMES (Percentage of Value
          Added to be Paid in Bonuses)            x  20%*


     F.   Bonus Pool                             $ 16,233,333.40

          TIMES Participant's Fractional
          Interest (1/8)                          x .125

     G.   Participant Bonus                      $ 2,029,166.00



























*    To the extent the increase in value (the sum of A, B
     and C above) exceeds Threshold Value ($33,833,333) by
     more than $101,500,000, the amount in excess of
     $101,500,000 will be multiplied by 15% rather than
     20%.