Exhibit 4.5

EXECUTION COPY

PLEDGE AGREEMENT SUPPLEMENT  

 PLEDGE AGREEMENT SUPPLEMENT dated April 15, 2008, (this “Supplement”)
made by IPALCO Enterprises, Inc., an Indiana corporation (the “Pledgor”), in
favor of The Bank of New York Trust Company, N.A., a national banking
association, as successor collateral agent (in such capacity, the “Collateral
Agent”) for the benefit of the Secured Parties (as defined in the Pledge
Agreement referred to below). 

1.         This Supplement is executed and delivered pursuant to the terms of
the Pledge Agreement, dated as of November 14, 2001 (as supplemented by this
Supplement and as the same has been and may hereafter be supplemented by any
other Pledge Agreement Supplement or otherwise amended or modified, the “Pledge
Agreement”), made by the Pledgor in favor of the Collateral Agent for the
benefit of the Collateral Agent and the Secured Parties. Terms defined in the
Pledge Agreement are used herein with their defined meanings. 

2.         Pursuant to the terms of the Indenture and the Pledge Agreement,
the Pledgor may incur additional secured indebtedness from time to time that is
by its terms equally and ratably secured under the Pledge Agreement with the
Obligations secured thereunder. The Pledgor and The Bank of New York Trust
Company, N.A., as Trustee, have entered into that certain Indenture (the “2016
Indenture”), dated as of April 15, 2008, pursuant to which the Pledgor shall
issue $400,000,000 aggregate principal amount 7.25% Senior Secured Notes due
2016 (the "Notes"). The terms of the 2016 Indenture require that the Pledgor
equally and ratably secure its obligations under such Notes with the Obligations
secured under the Pledge Agreement. The Pledgor hereby acknowledges and agrees
that its obligations under such Notes shall be deemed to be “Additional Debt
Obligations” pursuant to the Pledge Agreement. 

3.         The Pledgor confirms and reaffirms the security interest in the
Collateral granted to the Collateral Agent, for the benefit of the Collateral
Agent and the Secured Parties under the Pledge Agreement and hereby grants to
the Collateral Agent, for the benefit of the Collateral Agent and the other
Secured Parties, a security interest in all of its right, title and interest in
the Collateral, to secure the full and punctual payment when due and the full
and punctual performance of all of the Obligations; and hereby acknowledges and
agrees that all references to “Secured Parties” in the Pledge Agreement shall be
deemed to include all holders of the Additional Secured Debt as described on
Schedule 1 hereto. 

4.         The Pledgor hereby represents and warrants that the
representations and warranties contained in Section 4 of the Pledge Agreement
are true and correct on the date of this Supplement with all references therein
and elsewhere in the Pledge Agreement to “Additional Secured Debt,” “Additional
Debtholders” and, if applicable, “Additional Secured Debt Agent” to include the
Additional Debt, Additional Debtholders and, if applicable, Additional Secured
Debt Agent as listed on Schedule 1 hereto and with references therein to “this
Pledge Agreement” to mean the Pledge Agreement as supplemented hereby. In
addition, the Pledgor represents and warrants that this Supplement has been duly
executed and delivered by the Pledgor and constitutes a legal, valid and binding
obligation of the Pledgor enforceable against the Pledgor in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors’ rights and remedies generally and by equitable
principles of general applicability. The representations and warranties in this
Section 4 are made subject to any consent or approval required by federal or
state regulatory authorities with respect to any exercise of remedies by the
Collateral Agent with respect to the Collateral. 

5.         The Additional Debtholders designated on Schedule 1 hereto, by
their acceptance of the benefits of the Pledge Agreement, hereby irrevocably
designate the Collateral Agent to act on their behalf as specified in the Pledge
Agreement. Each such Additional Debtholder hereby irrevocably authorizes, and
each holder of the Additional Debt Obligations by the acceptance of such
Additional Debt Obligation and by the acceptance of the benefits of the Pledge
Agreement shall be deemed irrevocably to authorize the Collateral Agent to take
such action on its behalf under the Pledge Agreement and instruments and
agreements referred to therein and to exercise such powers and to perform such
duties thereunder as are specifically delegated or required of the Collateral
Agent by the terms thereof and such other powers as are reasonably incident
thereto. 

6.         This Supplement is supplemental to the Pledge Agreement, forms a
part thereof and is subject to all the terms thereof. Schedule I to the Pledge
Agreement does, and shall be deemed to, include each item listed on Schedule 1
hereto, and each such item shall be and is included within the meaning of the
terms “Additional Secured Debt”, “Additional Debtholders” and, if applicable,
“Additional Secured Debt Agent” as such terms are used in the Pledge Agreement. 

7.         This Supplement shall be governed by and construed in accordance
with the laws of the State of New York. 

8.         In no event shall the Collateral Agent be responsible or liable
for special, indirect, or consequential loss or damage of any kind whatsoever
incurred by it without negligence or bad faith (including, but not limited to,
loss of profit) irrespective of whether the Collateral Agent has been advised of
the likelihood of such loss or damage and regardless of the form of action. 

9.         In no event shall the Collateral Agent be responsible or liable
for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Collateral Agent shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.     

IN WITNESS WHEREOF, the Pledgor has caused this Supplement to be duly
executed and delivered on the date first set forth above. 


				 	
	 	 	 	IPALCO ENTERPRISES, INC 	 
	 	 	 	 	 
	 	 	By:	 
	 	 	 	Name:  Connie R. Horwitz 
	 	 	 	Title:  Treasurer and Assistant 
Secretary 
	 	 	 	 
	Acknowledged and agreed: 	 	 	 
	 	 	 	 	 
	THE BANK OF NEW YORK TRUST COMPANY, N.A.,	 
	as Collateral Agent 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 		
	Title: 	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 
	THE BANK OF NEW YORK TRUST COMPANY, N.A.,	 
	as Trustee 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 		
	Title: 	 	 	 	 


Schedule 1 

ADDITIONAL SECURED DEBT 

	Title or Name of 
Additional Secured Debt:	Additional Debt Holders:	Additional Debt Agent:
	 	 	 
	7.25% Senior Secured Notes due
 2016	Holders of the Company’s 7.25% Senior
 Secured Notes due 2016	The Bank of New York 
Trust Company, N.A.