Exhibit 10.1







                                   INTERCONNECTION AGREEMENT

                                Between

                               IAMERICAN ELECTRIC POWER SERVICE 

                               CORPORATION

                               As Agent For

                               INDIANA MICHIGAN POWER COMPANY

                               And

                               INDIANAPOLIS POWER & LIGHT COMPANY

                               

                               

                               April 1, 2008





                                  CONTENTS





ARTICLE 1 - INTERCONNECTED OPERATION	..3

ARTICLE 2 - SERVICE CONDITIONS	..3

ARTICLE 3 - INTERCONNECTED POINTS, METERING POINTS AND DATA ACQUISTION SYSTEM EQUIPMENT	..3

ARTICLE 4 - RECORDS	..3

ARTICLE 5 - BILLING AND PAYMENT	..3

ARTICLE 6 - OPERATING COMMITTEE	..3

ARTICLE 7 - INDEMNITY...3

ARTICLE 8 - ARBITRATION	3

ARTICLE 9 - TERM AND TERMINATION OF AGREEMENT	3

ARTICLE 10 - REGULATORY AUTHORITIES	3

ARTICLE 11 - CANCELLATION OF PRIOR AGREEMENTS	3

ARTICLE 12 - GENERAL	3

ARTICLE 13 - ASSIGNMENT	3

APPENDIX I  INTERCONNECTION POINTS	18

APPENDIX II  METERING AND METERING POINTS	22

APPENDIX III - DAS EQUIPMENT: OWNERSHIP, INSTALLATION AND MAINTENANCE	27

APPENDIX IV - DEFINTIONS 37 



THIS INTERCONNECTION AGREEMENT (this “Agreement”) is made and entered into as
of this 14th day of April, 2008, between American Electric Power Service
Corporation (“AEP”) as agent for Indiana Michigan Power Company (“I&M”)
(hereinafter referred to as “AEP”), and Indianapolis Power & Light Company
(“IPL”); each of AEP and IPL sometimes herein referred to singularly as a
“Party” or collectively as the “Parties”.  

WITNESSETH: 

0.1              WHEREAS, I&M is an Indiana corporation, owning and operating
electric facilities for the transmission and distribution of electric power and
energy in the State of Indiana; 

0.2              WHEREAS, IPL is an Indiana corporation, owning and operating
electric facilities for the generation, transmission, and distribution of
electric power and energy in the State of Indiana; 

0.3              WHEREAS, I&M and IPL have entered into an Interconnection
Agreement, dated December 30, 1960 [I&MI Rate Schedule FERC No. 21 and IPL Rate
Schedule FERC No. 1] as subsequently modified through the date hereof and
amended (“1960 Agreement”); pursuant to which the transmission systems of I&M
and IPL are presently interconnected and operated in parallel through certain
interconnection facilities; 

0.4              WHEREAS, I&M, IPL and Public Service Company of Indiana
(“PSI”, doing business as Duke Energy Indiana, Inc., or “Duke Energy Indiana”)
have entered into a Facilities Agreement dated April 24, 1968; as subsequently
modified through the date hereof (“1968 Agreement”); pursuant to which the
transmission systems of I&M, IPL and Duke Energy Indiana are presently
interconnected and operated in parallel through certain interconnection
facilities; 

0.5              WHEREAS, I&M, IPL and PSI have previously entered into a
Memorandum of Agreement, dated November 5, 1973 (the “1973 MOA”) Per Facilities
Agreement of April 24, 1968; and pursuant to which the systems of I&M, IPL and
Duke Energy Indiana are presently interconnected and operated in parallel
through certain transmission facilities; 

0.6              WHEREAS, I&M and IPL have entered into Data Acquisition
Equipment Agreements, each dated August 21, 1985 (“1985 Agreement”), for the
Fall Creek Station, the Breed Station and the Tanners Creek Station with
subsequent supplements for telemetry of information from the interconnection
points;   

0.7              WHEREAS, the Parties wish to replace and supersede the 1960
Agreement, the 1968 Agreement, the 1973 MOA, and the 1985 Agreements, and all
subsequent modifications or addenda to said agreements, and set the terms and
conditions upon which they may continue the interconnected operation of their
respective transmission systems, pursuant to the provisions of this Agreement;   

0.8              WHEREAS, IPL’s transmission facilities (including
conductors, circuit breakers, switches, transformers and other associated
equipment used to control the transfer of energy from one place to another)
owned, operated and controlled by IPL, including any modifications, additions or
upgrades made thereto (collectively, the “IPL transmission system”) is currently
under the functional control of the Midwest ISO and I&M’s transmissions
facilities (including conductors, circuit breakers, switches, transformers and
other associated equipment used to control the transfer of energy from one place
to another) owned, operated or controlled by I&M, including any modifications,
additions or upgrades made thereto (collectively, the “AEP Transmission System”)
is currently under the functional control of PJM; and   

0.9              WHEREAS, the Federal Energy Regulatory Commission (“FERC”)
has required the Midwest ISO and PJM to be a signatory to this Agreement in
order to ensure that Midwest ISO and PJM are kept fully apprised of the matters
addressed herein and so that Midwest ISO and PJM may be kept aware of any
reliability and planning issues that may arise.   

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

ARTICLE 1 - INTERCONNECTED OPERATION 

1.1              Interconnected Parties   The AEP Transmission System and the
IPL Transmission System shall be interconnected at the points specified and
described in Appendix I to this Agreement (“Interconnection Points”). The
Parties may, from time to time, by mutual agreement, add one or more additional
Interconnection Points or discontinue or modify one or more existing
Interconnection Points, and shall amend Appendix I to reflect same.  In
furtherance thereof, the Parties shall, during the term of the Agreement,
continue in service the existing transmission lines and interconnection
facilities and essential terminal equipment, to the extent required for the
purposes of this Agreement. 

ARTICLE 2 - SERVICE CONDITIONS 

2.1              Avoidance of Unauthorized Use and Control of System
Disturbances   Each Party shall have facilities or contractual arrangements
adequate to serve its own load and shall exercise reasonable care to design,
construct, maintain, and operate its Transmission System, in accordance with
Good Utility Operating Practice, and neither Party shall be obligated to receive
or deliver real or reactive power when to do so might introduce objectionable
operating conditions on its Transmission System.  Any Party may install and
operate on its Transmission System such relays, disconnecting devices, and other
equipment as it may deem appropriate for the protection of its Transmission
System or the relief of an Unauthorized Use to its Transmission System.  The
Parties shall maintain and operate their respective Transmission Systems so as
to minimize, in accordance with Good Utility Practice, the likelihood of a
disturbance originating in either Transmission System, which might cause
impairment to the service of the other Party or of any transmission system
interconnected with the Transmission System of the other Party.    

2.2              Interruption of Service   The interconnections provided
under this Agreement, and any service being provided under this Agreement, may
be interrupted or reduced upon such notice as is reasonable under the
circumstances: (a) by operation of automatic equipment installed for power
system protection; (b) after consultation with the other Party, if practicable,
when a Party deems it desirable for installation, maintenance, inspection,
repairs or replacements of equipment; or (c) at any time that, in the sole
judgment of the interrupting Party, such action is necessary to preserve the
integrity of, or to prevent or limit any instability on, or to avoid or mitigate
an Unauthorized Use of its Transmission System.   

2.3      Operating Responsibilities   The Parties agree to operate and
maintain their Transmission System, including the transmission equipment and
facilities, in a manner consistent with Good Utility Practice in order to permit
the Parties to operate their respective Transmission System as required by this
Agreement at their respective cost. Operating arrangements for facility
maintenance of this Agreement shall be coordinated between operating personnel
of the AEP system control center and operating personnel of the IPL system
control center.  Except as may be necessary and appropriate in an emergency, all
operating arrangements shall be coordinated with, and consistent with, the
practices of their respective RTO.    

2.4       Energy Losses   The energy losses on the interconnected facilities
shall be assigned to the appropriate Party based on the metering points of the
interconnected facilities or according to procedures developed by the Operating
Committee and subject to any requirements of their respective RTO. 

ARTICLE 3 - INTERCONNECTION POINTS, METERING
POINTS AND DATA ACQUISITION SYSTEM EQUIPMENT 

3.1              Interconnection Points   All electric energy delivered under
this Agreement shall be of the character commonly known as three-phase 60 Hz
energy and shall be delivered at the Interconnection Points specified under
Article 1 (and Appendix I) of this Agreement at standard nominal voltage or such
voltages as may be specified in Appendix I of this Agreement.     

3.2              Metering and Data Acquisition System Equipment   Measurement
of electric energy under this Agreement for the purposes of determining load and
affecting settlements, and monitoring and telemetering of power flows shall be
made by standard types of metering and data acquisition system (“DAS”) equipment
installed and maintained, as per the Joint Operating Agreement by the owner at
the Interconnection Points consistent with provisions of Appendix II and
Appendix III of this Agreement.  Any aspects of metering and DAS equipment not
specifically provided for by this Agreement will be referred to the Operating
Committee pursuant to Article 6.   

3.3       New Interconnection Points, Metering Points and DAS Equipment   If
a Party requests a new interconnection point, metering point or DAS equipment,
or upgrades or replacements of such existing facilities or DAS equipment, that
Party shall be responsible for the cost of the new facilities or equipment and
their installation; provided, however, if both Parties benefit from such new,
upgraded or replaced facilities and equipment, then each Party shall be
responsible for the cost and installation, to the extent of such benefit. 

ARTICLE 4 - RECORDS 

4.1              Copies of Records   Each Party shall provide to a requesting
Party copies of records maintained in accordance with FERC’s record retention
requirements to the extent such records document any transactions that have
occurred under this Agreement. 

ARTICLE 5 - INVOICING AND PAYMENT 

5.1              Invoicing   Any invoice that is issued pursuant to this
Agreement shall be for: (a) the establishment of any new Interconnection Point;
or (b) the modification of an existing Interconnection Point. The Operating
Committee shall establish the terms and conditions applicable to invoicing
pursuant to Article 6.2(b) of this Agreement.    

5.2       Timeliness of Payment   Unless otherwise agreed, all invoices, if
any, issued pursuant to this Agreement shall be rendered as soon as practicable
in the month following the calendar month in which expenses were incurred and
shall be due and payable, unless otherwise agreed, within thirty (30) days of
receipt of such invoices.  Payment to the payee shall be made by electronic
transfer or such other means as shall cause such payment to be available for the
use of the payee.  Interest on amounts past due shall accrue daily at the then
current prime interest rate (the base corporate loan interest rate) published in
the Wall Street Journal, or, if no longer so published, in any mutually
agreeable publication, plus two percent (2%) per annum, but will in no event
exceed the maximum interest rate allowed pursuant to Indiana law, and shall be
payable from the due date of such unpaid amount and until the date paid.   

5.3       Disputed Invoices   All  disputed invoices shall be paid in full
under the conditions specified in Article 5.2 of this Agreement. Disputes will
then be brought before the Operating Committee for resolution per Article 6 of
this Agreement. If, after thirty (30) days, the Operating Committee has not
resolved the dispute, then such dispute will be resolved pursuant to the
arbitration procedures specified in Article 8 of this Agreement.   

5.4       Invoice Adjustments   Subject to Article 12.4 and other than as
required by Applicable Laws and Regulations or metering test adjustments,
invoice adjustments shall be made within twenty-four (24) months of the
rendition of the initial invoice.   

5.5       Tax Reimbursement   It is expressly agreed by the Parties that, as
part of the compensation to be paid under this Agreement, if, during the term
hereof, there should be levied and/or assessed against either Party any direct
tax, including, but not limited to sales, excise or similar taxes (other than
taxes based on or measured by net income), by any taxing authority on the power
and/or energy manufactured, generated, produced, converted, sold, purchased,
transmitted, interchanged, exchanged, exported or imported by the supplying
Party to the other Party, such supplying Party shall be fully compensated by the
other Party for such direct taxes.   

5.6              Contribution In Aid of Construction   The Parties intend
that all costs paid by a Party to the other Party, for the establishment,
discontinuance or modification of an Interconnection Point, shall be non-taxable
contributions to capital, and shall not be taxable as contributions in aid of
construction (“CIAC”). If federal or state income taxes are imposed upon the
Party with respect to such payments paid by the other Party as a CIAC by the
Internal Revenue Service (“IRS”) and/or a state department of revenue (“State”),
the Party paying the CIAC shall reimburse the other Party for the tax effect of
such CIAC computed in accordance with FERC rules and including any interest and
penalty charged to the Party by the IRS and/or State. 

ARTICLE 6 - OPERATING COMMITTEE 

6.1       Operating Committee   An Operating Committee shall administer the
interconnected operation of the Parties’ Transmission Systems as provided for in
this Agreement.  Each Party shall appoint one representative and one alternate
to the Operating Committee and designate, in writing, said appointments to the
other Party.  Such representative and alternate shall be persons familiar with
the transmission and substation facilities of the Party they represent and shall
be fully authorized to perform the principal duties listed below.     

6.2       Duties of the Operating Committee   The principal duties of the
Operating Committee shall be as follows:   

a.                   to establish operating, and
control procedures;   

b.                  to establish accounting and
billing procedures;   

c.                   to coordinate maintenance
schedules to any extent agreed by the Parties; and   

d.                  to perform those duties, which
this Agreement requires to be done by the Operating Committee, and such other
duties as may be required for the proper functioning of this Agreement.   

6.3              Limitations on Operating Committee Duties   The Operating
Committee shall not amend or modify any of the terms or conditions of this
Agreement.  The Operating Committee may, to the extent appropriate, solicit
input from the Midwest ISO, PJM, or Reliability Coordinator and, in any event,
shall perform its functions consistent with the directives of the Midwest ISO,
PJM or Reliability Coordinator.   

6.4       Operating Committee Disputes    If the Operating Committee is
unable to agree on any matter coming within its scope of operation, then such
matter shall be resolved pursuant to Article 8 of this Agreement. 

6.5       Access Rights   The Operating Committee shall have the right of
entry to all property of the Parties used in connection with the performance of
this Agreement for the purpose of inspection and reading of meters, checking of
records, and all other pertinent matters. 

ARTICLE 7 - INDEMNITY

7.1       Indemnity   To the extent permitted by
Applicable Laws and Regulations, each (the “Indemnifying Party”) shall
indemnify, save harmless, and defend the other Party from and against any
losses, liabilities, costs, expenses, suits, actions, claims, and all other
obligations arising out of injuries or death to persons or damage to property
caused by or in any way attributable to the ownership or operation of the
Transmission System of the Indemnifying Party, except that the Indemnifying
Party’s obligation to indemnify the other Party shall not apply to the extent of
any liabilities arising from the other Party’s negligence, recklessness or
intentional misconduct or that portion of any liabilities that arise out of the
other Party’s contributing negligent, reckless or intentional acts or
omissions.  Further, to the extent that a Party’s immunity as a complying
employer, under the worker’s compensation and occupational disease laws, might
serve to bar or affect recovery under or enforcement of the indemnification
otherwise granted herein, each Party agrees to waive its immunity.  For the
purposes of this Article 7.1 only, the term “Party” shall include the Party’s
directors, officers, employees, Affiliates and agents.   

7.2       Limitation of Damages   No Party nor any
of its Affiliates, members, managers, shareholders, officers, directors,
employees, agents, successors or assigns shall be liable under this Agreement,
whether in contract, tort (including negligence and strict liability) or
otherwise, to the other Party or any of its Affiliates, members, managers,
shareholders, officers, directors, employees, agents, successors or assigns for
incidental, punitive, special, indirect, multiple, exemplary or consequential
damages (including, without limitation, attorneys’ fees, litigation costs, lost
profits or revenues, or loss of good will) connected with or resulting from
performance or non-performance of this Agreement.   

7.3       Fines   

(a)        Except as set forth in Sections 7.3(b),
any fines, penalties or other costs incurred by either Party or such Party’s
agents, employees or subcontractors for non-compliance by such Party or its
agents, employees or subcontractors with the requirements of any Applicable Laws
and Regulations or Governmental Authorities, will not be reimbursed by the other
Party but will be the sole responsibility of such non-complying Party.   

(b)        If such fines, penalties or other costs
are assessed against a Party (the “Penalized Party”) by any Governmental
Authority due to the non-compliance by the other Party with Applicable Laws and
Regulations or requirement of a Governmental Authority, the other Party will
indemnify and hold harmless the Penalized Party against any and all losses,
liabilities, damages and claims suffered or incurred because of the failure of
the other Party to comply therewith, subject to refund in the event that the
Penalized Party or other Party prevails in any contest of the fines, penalties
or other costs.  The other Party will also reimburse the Penalized Party for any
and all legal or other expenses (including attorneys’ fees) reasonably incurred
by the Penalized Party in connection with such losses, liabilities, damages and
claims.   

(c)        In the case of Section 7.3(b), either
Party will, upon written notice to the other Party, have the right to reasonably
contest in the name of either or both Parties, as required, or to require the
other Party to reasonably contest the assessment of such fines, penalties or
costs, and the Party requesting such contest will be responsible for any costs
and expenses (including the costs and expenses of the other Party) relating to
such contest. 

ARTICLE 8 - ARBITRATION 

8.1       Submission to Arbitration In the event of
disagreement between the Parties with respect to (1) any matter herein
specifically made subject to arbitration, (2) any question of operating practice
involved in the performance of this Agreement, (3) any question of fact involved
in the application of provisions of this Agreement, or (4) the interpretation of
any provision of this Agreement, the matter involved in the disagreement shall,
upon demand of either Party, be submitted to arbitration in the manner
hereinafter provided. The arbitration shall be governed by the Federal
Arbitration Act, 9 U.S.C. Sections 1 et seq., and judgment upon the award rendered by
the arbitrator(s) may be entered by any court having jurisdiction thereof. An
offer of such submission to arbitration shall be a condition precedent to any
right to institute proceedings at law or in equity concerning such matter. 

8.2       Appointment of Arbitrators   The Party
calling for arbitration shall serve notice in writing upon the other Party,
setting forth in detail the subject or subjects to be arbitrated, and the
Parties thereupon shall endeavor to agree upon and appoint one person to act as
sole arbitrator.  If the Parties fail to agree on an arbitrator within a period
of fifteen (15) days from the receipt of the original notice, the Party calling
for the arbitration shall, by written notice to the other Party, call for
appointment of a board of arbitrators skilled with respect to matters of the
character involved in the disagreement, naming one arbitrator in such notice. 
The other Party shall, within ten (10) days after the receipt of such call,
appoint a second arbitrator, and the two arbitrators so appointed shall choose
and appoint a third arbitrator.  In case such other Party fails to appoint an
arbitrator within said ten (10) days, or in case the two so appointed fail for
ten (10) days to agree upon and appoint a third, the Party calling for the
arbitration, upon five (5) days’ written notice delivered to the other Party,
shall seek appointment the second or third arbitrator, as the case may be, from
and pursuant to the rules of the American Arbitration Association (“AAA”) for
commercial arbitration.  No arbitrator named by a Party or, as the case may be,
the AAA, shall have been employed previously by either Party or have a direct or
indirect interest in either Party or the subject matter of the arbitration.   

8.3       Arbitration   

(a)                Except as otherwise provided for
herein to the contrary, arbitration proceedings shall be conducted in accordance
with the commercial arbitration rules of the AAA to the extent not inconsistent
with the rules herein specified.   

(b)               The sole arbitrator, or the board
of arbitrators, shall afford adequate opportunity to the Parties to present
information with respect to the question or questions submitted for arbitration
and may request further information from either or both Parties.    

(c)                The validity, construction and
interpretation of this Article 8, and all procedural aspects of the arbitration
conducted pursuant hereto shall be decided by the arbitrator(s).  In deciding
the substance of the Parties' claims, the arbitrator(s) shall refer to the
governing law referenced in this Agreement.  It is agreed that the arbitrator(s)
shall have no authority to award treble, exemplary or punitive damages of any
type under any circumstances whether or not such damages may be available under
state or federal law, or the rules of the AAA.  The arbitrator(s) shall have the
right only to interpret and apply the terms and conditions of this Agreement,
but may not change any term or condition of this Agreement, deprive either Party
of any right or remedy expressly provided hereunder, or provide any right or
remedy that has been excluded hereunder.    

(d)               The findings and award of the sole
arbitrator or of a majority of the board of arbitrators shall be final and
conclusive with respect to the question or questions submitted for arbitration
and shall be binding upon the Parties.  To the fullest extent permitted by law,
any arbitration proceeding and subsequent arbitration award shall be maintained
in confidence by the Parties.   

(e)            
Each Party shall pay for the services and expenses of the arbitrator appointed
on its behalf.  If there is a board of arbitrators, all costs incurred in
connection with the arbitration shall be paid in equal parts by the Parties,
unless the award shall specify a different division of the costs.

 ARTICLE 9 - TERMS AND TERMINATION OF
AGREEMENT 

9.1       Terms and Termination   This Agreement shall be effective as of the
date first written above, or such later date as the last necessary regulatory
approval hereof shall be obtained (unless an earlier date is specified by the
regulatory authority having jurisdiction), and shall remain in effect until the
date falling on the tenth (10th) anniversary of the date hereof (the “Initial
Term”) and, thereafter, for successive twelve (12) month periods (“Renewal
Terms”).  Either Party may terminate this Agreement after the Initial Term by
providing to the other Party at least twelve (12) months’ advance written notice
of its intent to terminate this Agreement, in which case this Agreement shall
terminate at the end of such twelve (12) month notice period without regard to
the expiration of any Renewal Term.  Notwithstanding the above, this Agreement
may be terminated earlier (a) if the Parties mutually agree or (b) as otherwise
expressly provided for in this Agreement.   

9.2              Default; Remedies of Parties Upon Default   

(a)        Either Party shall be in default under this Agreement if it fails
to perform any of its material duties or obligations under this Agreement, and
such failure continues for thirty (30) days after written notice thereof from
the other party; provided, that if such failure (other than the failure to make
payment of any amounts due and payable hereunder) is not capable of being cured
within such thirty (30) days period with the exercise of Due Diligence, then
such cure period shall be extended for an additional reasonable period, not to
exceed thirty (30) days, so long as the defaulting Party is exercising Due
Diligence to cure such failure.   

(b)        Upon a default by a defaulting Party, the other Party may, at its
option, (i) take action to terminate this Agreement by providing written notice
of termination to the defaulting Party, Midwest ISO, PJM and FERC; provided,
that any such terminating shall not take effect until FERC approval, if any is
required by Applicable Laws and Regulations, is obtained, and/or (ii) take any
other action at law or in equity as may be permitted under this Agreement to
enforce the performance or observance of any rights, remedies, duties,
obligation or liabilities under this Agreement.   

(c)        No remedy conferred by any provision of this Agreement is intended
to be exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise.  The
election of any one or more remedies shall not constitute a waiver of the right
to pursue other available remedies. 

ARTICLE 10 - REGULATORY AUTHORITIES 

10.1          Regulatory Authorities   This
Agreement is made subject to the jurisdiction of any Governmental Authority
having jurisdiction over the Parties, the Transmission Systems of the Parties,
this Agreement or the subject matter hereof.  Nothing contained in this
Agreement shall be construed as affecting in any way, the right of a Party
furnishing service under this Agreement to unilaterally make application to FERC
for a change in rates, charges, classification, service or any rule, regulation
or contract relating thereto under Section 205 and 206 of the Federal Power Act
and pursuant to the FERC’s Rules and Regulations promulgated thereunder.   

10.2          Adverse Regulatory Change   The
Parties agree to jointly submit and support the filing of this Agreement with
the FERC.  Any changes or conditions imposed by the FERC or any other
Governmental Authority with competent jurisdiction in connection with such
submission or otherwise in respect of this Agreement, any of which are
unacceptable to a Party after the Parties’ good faith attempt to negotiate a
resolution to such objectionable change or condition, shall be cause for
termination of this Agreement upon thirty (30) days’ prior written notice by the
non-consenting Party to the other Party.   

ARTICLE 11 - CANCELLATION OF PRIOR AGREEMENTS 

11.1     Cancellation of Prior Agreements   When
this Agreement becomes effective pursuant to Article 9 of this Agreement, this
Agreement shall cancel and supersede in their entirety the 1960 Agreement, 1968
Agreement, 1973 MOA, and the 1985 Agreements.   

ARTICLE 12 - GENERAL

  12.1       Force Majeure   No Party shall be
in default in respect to any obligation hereunder because of Force Majeure.  A
Party unable to fulfill any obligation by reason of Force Majeure shall use Due
Diligence to remove such disability with appropriate dispatch. Each Party
shall:  (a) provide prompt written notice of such Force Majeure event to the
other Party which notice shall include an estimate of the expected duration of
such event; and (b) attempt to exercise all reasonable efforts to continue to
perform its obligations under this Agreement.   

12.2     Waivers   Any waiver at any time by either
Party of its rights with respect to default under this Agreement, or with
respect to any other matter arising in connection with this Agreement, shall not
be deemed a waiver with respect to any subsequent default or matter.  Any delay,
short of the statutory period of limitation, in asserting or enforcing any right
under this Agreement, shall not be deemed a waiver of such right.   

12.3     Liability   

(a)        No Party shall be liable for the failure
of the other Party to perform its obligations hereunder. Nothing in this
Agreement shall be construed to create or give rise to any liability on the part
of Midwest ISO and PJM and the Parties expressly waive any claims that may arise
against Midwest ISO and PJM under this Agreement.   

(b)        The Parties acknowledge and understand
that the signatures of the authorized officers of Midwest ISO and PJM on this
Agreement is for the limited purpose of acknowledging that representatives of
Midwest ISO and PJM have read the terms of this Agreement.  The Parties, Midwest
ISO and PJM further state that they understand that FERC desires that the
Parties keep Midwest ISO and PJM fully apprised of the matters addressed herein
as well as any reliability and planning issues that may arise under this
Agreement, and that the signature of the PJM officer or the Midwest ISO officer
shall not in any way be deemed to imply that Midwest ISO and PJM are taking
responsibility for the actions of either Party, that Midwest ISO and PJM have
any affirmative duties under this Agreement or that Midwest ISO and PJM is
liable in any way under this Agreement.   

12.4     Audit Rights   Each Party shall have the
right, during normal business hours, and upon prior reasonable notice to the
other Party, to audit at its own expense the other Party’s accounts and records
pertaining to the Parties’ performance or the Parties’ satisfaction of
obligations under this Agreement.  Such audit rights shall include audits of the
other Party’s costs and calculation of invoiced amounts.  Any such audit shall
be performed at the offices where such accounts and records are maintained and
shall be limited to those portions of such accounts and records that relate to
each Party’s performance and expenses incurred under this Agreement.  The audit
right period shall be (i) for an audit relating to cost obligations, the
applicable audit rights period shall be twenty-four months after the auditing
Party’s receipt of an invoice giving rise to such cost obligations; and (ii) for
an audit pertaining to all other obligations, the applicable audit rights period
shall be twenty-four months after the event for which the audit is sought.   

12.5     Written Notices   Notices and communication
made pursuant to this Agreement shall be deemed to be properly given if
delivered in writing, postage paid to the following:

 If to IPL:                  
Director Power Delivery Operations

                              Indianapolis Power & Light
Company 
                              1230 W. Morris St.

                              Indianapolis, IN 46221 

                              And


                             
General Counsel 

                              Indianapolis Power & Light
Company 
                             
One Monument Circle 

                              Indianapolis, IN  46204-2901 

 If to AEP :                 
Senior Vice President, Transmission 

                             
American Electric Power  
                             
700 Morrison Rd 

                              Gahanna, OH 43230 

                             
And



                             
Manager, Transmission & Interconnection Services 

                             
American Electric Power 
                             
1 Riverside Plaza 

                              Columbus, OH  43215 

 If to PJM:                  
Vice President-Government Policy 

                             
PJM Interconnection, L.L.C. 
                             
1200 G Street, N.W., Suite 600 

                              Washington D.C. 20005 

                             
And 

                             
Vice President and General Counsel 

                             
PJM Interconnection, L.L.C.  
                             
955 Jefferson Avenue 

                              Norristown, PA 19403  

 If to Midwest ISO :         
General Counsel 

                             
Midwest ISO  
                             
701 City Center Drive ,P.O. Box 4202 

                              Carmel, IN 46032-4202 

The above listed names and addresses of either Party
or of PJM or the Midwest ISO may be changed by written notification to the other
Party and to PJM and the Midwest ISO hereto. 

12.6     Agreement Validity   The validity and
meaning of this Agreement shall be governed by and construed in accordance with
federal law where applicable and, when not in conflict with or preempted by
federal law, the applicable laws of the State of Indiana. 

ARTICLE 13 - ASSIGNMENT 

13.1     Assignment   This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of the Parties. 
Successors and assigns of Midwest ISO and PJM shall become signatories to this
Agreement for the limited purpose described herein applicable to Midwest ISO and
PJM.  This Agreement shall not be assigned by either Party without the written
consent of the other Party, which consent shall not be unreasonably withheld,
except such consent shall not be required if assignment is to a successor to
which substantially all of the business and assets of such Party shall be
transferred or to an Affiliate of the assigning Party for the purposes of a
corporate restructuring. 

IN WITNESS WHEREOF, the hands and seals of the
Parties and of PJM and the Midwest ISO hereto, four (4) copies, each to be
considered an original, executed by their respective officers lawfully
authorized so to do, as of the date first above written. 

AMERICAN ELECTRIC POWER SERVICES CORPORATION 
As
Agent for: INDIANA MICHIGAN POWER COMPANY   

By:_______________________________________   

Name:_____________________________________   

Title:______________________________________ 

INDIANAPOLIS POWER & LIGHT COMPANY   

By:________________________________________   

Name:______________________________________   

Title:_______________________________________ 


The signature below of the authorized officer of the
PJM and Midwest ISO is for the limited purpose of acknowledging that an
authorized officer of said PJM and Midwest ISO have read this Agreement. 

PJM INTERCONNECTION, L.L.C.   

By:_________________________________________   

Name:_______________________________________   

Title:________________________________________   

MIDWEST INDEPENDENT SYSTEM OPERATOR, INC   
By:
_________________________________________   

Name:_______________________________________   
Title:
________________________________________   

APPENDIX I   

INTERCONNECTION POINTS

1.1              The following are existing
Interconnection Points as of the date of this Agreement:  

 1.1.1        The point hereby designated and
hereinafter called “Breed-Petersburg/Wheatland Interconnection Point”.  The
point of interconnection is within the 345 kV single circuit transmission line
extending from AEP’s Breed 345 kV Station to a tap point outside of Duke Energy
Indiana’s Wheatland 345 kV Station and on to the IPL Petersburg 345 kV Station
(see Figure 1).   

1.1.2        The point hereby designated and
hereinafter called “Fall Creek-Sunnyside Interconnection Point”.  The point of
interconnection is within the 345 kV single circuit transmission line extending
from AEP’s Fall Creek 345 kV Station to IPL’s Sunnyside 345 kV Station (see
Figure 2).  

 1.1.3    The point hereby designated and
hereinafter called “Tanners Creek-Hanna Interconnection Point”.  The point of
interconnection is within the 345 kV single circuit transmission line extending
from AEP’s Tanners Creek 345 kV Station to IPL’s Hanna 345 kV Station (see
Figure 3).           

APPENDIX  I       

FIGURE 1 

[Diagram of Breed-Petersburg/Wheatland
Interconnection Point]

APPENDIX  I 

FIGURE 2 

[Diagram Fall Creek-Sunnyside Interconnection Point]

APPENDIX  I 

FIGURE 3 

[Diagram of Tanners Creek-Hanna Interconnection
Point]

APPENDIX II

METERING AND METERING POINTS

1.1              Metering Points   Electric power
and energy  across an Interconnection Point shall be measured by suitable
metering equipment provided by the Parties at the metering points as described
below; and at such other points, voltages, and ownership as may be agreed upon
by the Parties.   Existing Interconnection Points   

1.1.1        IPL shall, at its sole cost, install,
own, operate and maintain or cause to be installed, owned, operated and
maintained, as the case may be, the following metering equipment:    

(a)                Sunnyside Metering Point: 345 kV
metering equipment installed at IPL’s Sunnyside 345 kV Station for the Fall
Creek-Sunnyside Interconnection Point (see Figure 2, Appendix I).   

(b)               Hanna Metering Point: 345 kV
metering equipment installed at IPL’s Hanna 345 kV Station for the Tanners
Creek-Hanna Interconnection Point (see Figure 3, Appendix I).   

1.1.2        AEP shall, at its sole cost, install,
own, operate and maintain or cause to be installed, owned, operated and
maintained, as the case may be, the following metering equipment:  

 (a)                Breed Metering Point: 345
kV metering equipment installed at AEP’s Breed 345 kV Station for the
Breed-Petersburg/Wheatland Interconnection Point (see Figure 1, Appendix I). 

  1.2              Metering Equipment   Suitable and
reliable metering equipment of revenue quality shall be installed at each of the
existing and future Interconnection Points, as described under Section 1.1
above, and shall include potential and current transformers, revenue meters,
test switches and such other equipment as may be needed.  The metering design
and functionality established by this Appendix II shall serve as a guideline for
all new interconnection metering installations, including any modification,
addition or upgrade to any of the existing metering equipment after the date of
this Agreement. As such, a Party may deviate from this metering design and
functionality with the other Party’s consent, which shall not be unreasonably
withheld, conditioned or delayed.   

1.2.1        General Requirements   All metering
quantities shall be measured at the Interconnection Point and its metering
accuracy shall meet the required metered standards of IPL, PJM, Midwest ISO and
AEP. The Parties may agree by amendment to this Agreement to install metering at
locations other than the Interconnection Points; however, measured metering
quantities shall be compensated for losses to the Interconnection Point,
provided, however, that the Parties shall exercise reasonable efforts to avoid
such compensating metering installations. Based upon mutual agreement between
the Parties, metering can be installed at a location different from the
Interconnection Point; provided, however, measured metering quantities shall be
compensated to the Interconnection Point.   

All reasonable costs for meter changes or meter
upgrades requested by a Party, shall be borne by the requesting Party, unless
agreed otherwise. 

1.2.2    Industry Standard Requirements  
            At least (N-1) metering elements will be used to measure all real
and reactive power crossing the Interconnection Points, where N is the number of
wires in service including the ground wire.  The metering equipment (consisting
of instrument transformers, meters, sockets, and test switches) shall be
installed, calibrated, and tested (at the requesting Party’s expense) in
accordance with the latest approved version of (but not limited to) the Standard
Documents listed below, including the standard testing procedures and guidelines
of the Party that owns the metering equipment: 

ANSI C12.1 :              Code For Electricity
Metering 
ANSI C12.7 :              Requirements for Watt-Hour Meter Socket
 ANSI
C12.9 :              Test Switches for Transformer-Rated Meters 
ANSI
C12.11:             Instrument Transformers for Revenue Metering, 10KV Through
350KV BIL 
ANSI C12.10:             Electromechanical Watt-hour Meters 
ANSI
C12.16:             Solid State Electricity Meters 
ANSI C12.20:             For
Electricity Meters 0.2 and 0.5 Accuracy Class 
ANSI C37.90.1:          Surge
Withstand Capability (SWC) Test             
ANSI/IEEE C57.13:    Standard
Requirements for Instrument Transformers

To the extent that the above requirements conflict
with the manuals, standards or guidelines of the applicable Regional Reliability
Organization regarding interchange metering and transactions, the manuals,
standards and guidelines of such Regional Reliability Organization shall
control. 

1.2.3    Metering Equipment Maintenance And Testing
  Upon installation and unless otherwise specified, the meters shall be
inspected and tested in accordance with the latest applicable ANSI Standards and
at least annually, or at any other mutually agreed frequency thereafter.  More
frequent meter tests can be performed at the request of a Party; however, the
test will be performed at the requesting Party’s expense if the meter is found
to be within the established ANSI tolerances.  The Party that owns the metering
shall inform the other Party with at least two (2) weeks’ advance notice, of
impending metering tests, and invite the other Party to attend and witness the
tests.   Metering accuracy shall be maintained at three tenths of one percent
(0.3%) accuracy or better, and the meter test shall require a meter standard
with accuracy traceable to the National Institute of Standards and Technology
(“NIST”).   If at any test of metering equipment an inaccuracy shall be
disclosed exceeding two percent (2%), the account between the Parties shall be
adjusted to correct for the inaccuracy disclosed over the shorter of the
following two periods:  (1) for the 30-day period immediately preceding the day
of the test, or (2) for the period that such inaccuracy may be determined to
have existed.  No meter shall be left in service if the percent accuracy error
is found to be more than plus or minus one percent (+/-1%).     The Party that
owns the metering equipment shall maintain records that would demonstrate
compliance with all meter tests and maintenance, and that they are  conducted in
accordance with Good Utility Practice for the life of the Interconnection
Point.  The non-owning Party shall have reasonable access to such records. If
metering equipment fails to function, the energy registration shall be
determined from the best available data, including the check metering, if
applicable. The Instrument Transformers (“IT”) shall also be inspected and
maintained based on Article 1.2.2 of this Appendix II, and existing standards
and practices of the Party that owns the metering equipment. 

1.2.4        Current Transformer Requirements   Each
metering point shall have a dedicated set of metering class current
transformers.  Unless otherwise agreed by the Parties, all metering shall be
type 3.0 element metering, and have three (3) metering accuracy current
transformers.   Current transformers shall meet or exceed an accuracy class of
0.3% (as defined in IEEE C57.13), or better. Current transformers shall comply
with the minimum BIL rating as specified in standards IEEE C57.13 and ANSI
C12.11.    The mechanical and thermal short term current ratings of the current
transformer shall exceed or withstand the available fault current, while the
secondary burden of the current transformer shall not exceed its stated name
plate burden rating. 

1.2.5       Voltage Transformers Requirements   Each
metering point shall have a dedicated set of metering class of voltage
transformers.  Unless otherwise agreed upon by the Parties, all metering shall
be type 3.0 element metering, and have three (3) metering accuracy voltage
transformers.   Voltage transformers shall meet or exceed an accuracy class of
0.3% (as defined in IEEE C57.13).  The secondary of the voltage transformer
shall be exclusively used for the meters only, so as not to exceed the secondary
burden of the stated voltage transformer’s nameplate burden rating.  Voltage
transformers with two separate secondary windings may have one winding dedicated
to the meters and the other winding used for the relaying or metering.  The
nameplate burden rating on either winding must not be exceeded.   Voltage
transformers shall comply with the minimum BIL rating as specified in standards
IEEE C57.13 and ANSI C12.11.   

1.3       Remote Meter Access and Data
Communications   For Interconnection Points not designated as normally open, and
for normally open Interconnection Points, the Party that owns the metering
equipment at such Interconnection Points, unless otherwise mutually agreed,
shall be responsible for installation of the communications facilities
(typically consisting of a telephone circuit and modems) for remotely accessing
the meter. The Owning Party shall also be responsible for operation and
maintenance, and on-going monthly costs of the communication facilities. 

1.3.1    Remote Billing Data Retrieval   The Owning
Party shall provide appropriate communication capability of electronic remote
interrogation of the billing data in a manner that is compatible with commonly
used billing data systems.    

1.3.2    Real Time Communications   Meters shall be
capable of communicating with DAS equipment such as a Remote Terminal Unit
(“RTU”) to provide the following real time bi-directional power and energy
data:  instantaneous power flows, per phase and three-phase averaged RMS
voltages, per phase and three-phase averaged RMS currents and frequency with at
least two decimal points.   

1.3.3    Energy Flow Data   A continuous
accumulating record of active and reactive energy flows shall be provided by
means of the registers on the meters.   The deployed meter(s) shall be capable
of providing bi-directional energy data flow in either kyz pulse signals format,
or accumulated counters to RTU.  The Parties shall share the same data register
buffers regardless of the types of employed data communication methods.  If the
accumulation counter method is used, only one Party shall be responsible for
freezing the accumulator buffers and Party owning of the metering equipment
shall freeze them.  The accumulator freezing signals shall be synchronized to
Universal Coordinated Time (“UCT”) within 1/ 2 seconds.  

1.4       Metering Device Requirements   All meters
shall be programmable and capable of measuring, recording, and displaying
bi-directional active and reactive energy and four quadrant power quantities. 
Also, the meters shall be programmable for compensating for power transformer
and line losses. The meters may preferably have at least one serial
communication, one Ethernet port, hard-wired “kyz” pulse output, and internal
modem for data communication.    The meters’ internal clocks and real-time DAS
equipment shall be synchronized with UCT with at least 10 milliseconds
resolution.  The GPS clock receiver used at each Interconnection Point, shall be
capable of providing unmodulated IRIG-B signals to support the UCT time synch
requirement.   

1.5       Redundant Installation   Future
interconnection metering shall have a primary and a backup meter.  The revenue
meters shall preferably be powered by the station control battery with an
automatic backup power throw-over scheme to one of the phases available from the
metering potential transformers.  

 1.6       Meter Access   A Party whose
metering equipment is located within a station owned by the other Party shall
have reasonable access to the metering equipment for purposes of meter reading,
inspection, testing, and other such valid operating purposes.  Such access shall
not be unreasonably withheld.  

 1.7       Meter Removal   Upon termination of
this Agreement or when the metering is no longer needed, the Party owning the
meter equipment in another Party’s station shall remove the metering equipment
from the premises of the other Party within one (1) year after termination or
within one year after the Party owning the meter equipment determines that the
interchange metering is no longer needed. 

APPENDIX III 

DAS EQUIPMENT: OWNERSHIP, INSTALLATION AND
MAINTENANCE   

1.1       Need for Data Acquisition Provisions   In
recognition that the coordination of the system operations by the Parties may be
facilitated by the sharing of power flow and other real time information from
meters and other equipment at the Interconnection Points, the Parties may agree
to cooperate on the installation and operation of data acquisition system
(“DAS”) equipment including remote terminal units (“RTUs”), meters, MW/MVAR and
volt transducers, telecommunication devices, lease lines, etc., at points which
shall from time to time be mutually agreed upon.  Therefore, the Parties
establish this Appendix III to govern the general principles of such DAS
arrangements. DAS arrangements modifying these general principles shall be
provided in an amendment to this Agreement. 

For purposes of this Appendix III, the term “Other
Party” means a Party that wishes to obtain information from an Owning Party
through the installation of DAS equipment. 

The Owning Party’s RTU or equivalent devices may be
shared by the Other Party. Therefore, the RTU shall support multiple dedicated
communication ports with mutually agreed upon communication protocols.  If a
backup telemetry system or data is required by the Other Party for its own use,
the Other Party shall be responsible for installing and/or maintaining the field
devices and associated telecommunication system at its cost. Where there are
protocol restrictions because of existing legacy systems, the owning Party shall
offer industry standard protocols such as DNP 3.0 or ICCP.  If a proprietary
communication protocol is to be used solely for one Party, the Party requesting
use  of such protocol shall be responsible for the cost  of adding the
customized communication protocol to the RTU.    

The following real time data shall be provided  to
each Party as minimum requirements: Three phase bi-directional energy flows
(e.g., MWH, MVARH), Three phase instantaneous power flows (e.g. MW, MVAR), per
phase RMS voltages, per phase RMS currents, and frequency measurement with at
least two decimal points resolution. In addition to the real time data, the
status of all switching devices associated with the interconnection circuit(s)
shall be provided. For the energy flow data, either or both accumulated data or
hourly interval data shall be provided based on mutually agreed formats.  If
accumulated data is used, the Party owning the RTU will freeze the accumulated
data buffers at the top of each hour and the Other Party will read the frozen
data.  This shall be accomplished in a manner providing for both Parties to have
the same accumulator data readings even though the accumulator data reading
frequencies may not be synchronized. 

1.1.1    The DAS equipment covered herein shall be
associated with the interconnection metering points specified in Appendix II. 
When the Other Party requests additional data, and/or DAS equipment upgrade, the
Parties shall cooperate with each other, based on Good Utility Practice. Unless
otherwise mutually agreed, the Other Party will bear the cost associated with
such requests. This Agreement shall be amended, from time to time, to revise
Appendix III whenever new data acquisition installations are established (new
Interconnection Point) or existing installations are upgraded or deactivated. 

1.1.2    Commissioning Test Procedures 

When new interconnection metering and/or DAS
equipment is installed, replaced or upgraded, a commissioning test shall be
performed based on mutually agreed test procedure. Before the equipment is
officially placed in service, the following processes shall be followed, as a
minimum requirement: 

(a)        The Owning Party shall inform the Other
Party of the commissioning test.               (b)        The Owning Party will
provide a three-way conference call between the interconnection site and
Transmission System control centers of both Parties.                (c)       
Bidirectional test currents shall be injected to the interconnection energy
meter and the instantaneous analog data values displayed by the meter shall be
checked against the corresponding readings received at each control center  
This verification test will be made at the 0, 2.5 and 5 Amp cases, and with
unity and 50% power factors.               (d)        The pulse accumulator
counter data shall be tested in the same manner and the accumulator freeze
functionality shall be verified.               (e)        A “roll-over” count
test may be performed for each accumulator data point  in order to verify the
“roll-over” count is properly processed by both controls centers to verify the
data. 

1.2       New DAS Arrangement   Upon approval of the
Operating Committee, the Parties shall amend this Agreement to revise this
Appendix III to provide the details of DAS arrangements that may have been
established for the mutual benefit of the Parties for new or existing
Interconnection Points, including the ownership of specific DAS equipment and
any mutually agreed provisions different from or in addition to the arrangements
specified in this Agreement.  Any such amendment shall address such additional
details as the Parties’ responsibilities for the provision and installation of
equipment, equipment location, ownership, project scheduling, testing and
commissioning, maintenance, and cost reimbursement, if applicable.    

1.3       Ownership, Installation and Maintenance of
New DAS Equipment   The installation of such DAS equipment, as described in
Article 1.2 of this Agreement, shall be paid for by the Owning Party, unless it
is mutually agreed otherwise to share in the cost; provided, however, the Owning
Party shall have the responsibility to install all DAS equipment. 

1.3.1    The Owning Party shall provide, install,
own and maintain the relays, transducers, wiring, protection equipment and
associated materials (“Owning Party Equipment”) required  to support the
installation of the Other Party’s data acquisition equipment (“Other Party’s
Equipment”).  Provided, however, that if the Interconnection Point is
established for the benefit of and at the request of a Party, the Party
benefiting and requesting the Interconnection Point shall install, own and
maintain the DAS equipment arrangement and shall provide access to the DAS data
to the non-requesting Party. Equipment that is shared in common between the
Owning Party and the Other Party (such as duplicating relays, test switches,
etc.) shall likewise be provided, installed, owned and maintained by the Party
on whose property the shared equipment is located and shall be part of the
Owning Party’s Equipment, unless agreed otherwise. Unless otherwise mutually
agreed, each Party will maintain its own equipment on its side of the
Interconnection Point. 

1.3.2    The Other Party shall provide the Owning
Party documents listing and describing the Other Party’s Equipment that the
Other Party will supply for installation by the Owning Party.  These documents
will generally consist of a hardware list and detailed drawings and/or circuit
diagram.  If the owning Party does not stock the DAS equipment or other
components specified by the Other Party, then the Other Party will supply the
necessary components including spare parts.  The owning Party reserves the right
to refuse to install any material supplied by the Other Party that has not been
approved by the owning Party for use in its installations. The Owning Party
assumes no liability whatsoever in refusing such material or with respect to
material the Other Party thereafter provides for the Owning Party’s
installation.   

1.3.3    The Other Party shall provide, own and
maintain as part of the Other Party’s Equipment, the data communication
circuits, including any necessary data circuit protection equipment, and be
responsible for the costs of such circuit.  Where deemed appropriate by the
owning Party, the Other Party personnel shall be permitted to work independently
on its equipment.  Generally, however, work performed by the Other Party’s
personnel shall be performed under the supervision of the Owning Party
personnel, unless such equipment is located outside or is only accessible from
outside the Owning Party’s facilities. 

1.3.4    Unless otherwise mutually agreed, the
Owning Party will provide station battery power to the DAS equipment at 48, 125,
or 250 Volt DC, via a DC circuit (fused or circuit breaker) at 15, 5, or 5
ampere, respectively.  Under no circumstances shall the Other Party connect
either the positive or negative side of this circuit to ground.  The Other
Party’s Equipment shall be connected to the station’s grounding conductor
through the Owning Party’s breaker control panel.  The Owning Party’s shall
provide station service power for the data acquisition equipment via a 115 V,
60Hz with a 15 ampere (fused or circuit breaker) circuit. 

 

1.4       Location and Site Access   The Owning
Party shall permit the Other Party to locate its data acquisition equipment and
data circuit protection equipment in the Owning Party’s station control
building, if adequate space exist or is available, or outside the Owning Party’s
station switchyard, if no control building is available.  In choosing equipment
location, consideration shall be given to equipment security, protection and
access needs of  both Parties.  In cases where escorted access to the station
control house or outdoor equipment is required, the Other Party shall notify the
Owning Party at least 24 hours prior to any planned visit.  If access is needed
on a short notice, the Parties shall endeavor to arrange such visits by mutual
agreement.  The Owning Party shall not unreasonably withhold access to the
equipment to the Other Party; provided, however, the Owning Party may deny
access based upon safety considerations, operating condition or other relevant
criteria.  

1.5       Proprietary and Confidential Information  
Except as may be required by an RTO or Regional Reliability Organization, the
Parties shall treat all shared telemetry information received via telemetry from
each other as confidential and proprietary and shall take such precautions as
may be reasonable and necessary to prevent such information from being made
known or disclosed to any person or entity except in accordance with this
Agreement.  However, provided, that if a Party is required by law, legal process
or action of a Governmental Authority to disclose any information, such Party
shall promptly notify the Other Party of such requirement so that action, deemed
appropriate in the circumstances, may be taken to protect confidential and
proprietary information against disclosure. 

1.6       Cost Estimate, Billing and Payment   Prior
to the installation of the Other Party’s equipment, both the Owning Party and
the Other Party shall prepare an estimate of the costs associated with such
installation.  All billings and payments terms and conditions, billing disputes
and resolutions shall be handled pursuant to Article 5 of this Agreement. 

APPENDIX III   

Exhibit 1 

 

Data Acquisition System for Indianapolis Power &
Light Company (IPL) at the AEP Breed-IPL Petersburg/Duke Wheatland
Interconnection Point.   

Section 1 - Scheduling 

This DAS Equipment is already installed. 

Section 2 - Equipment Ownership and Installation 

IPL retains ownership of the transducers and the RTU
installed in the station.  AEP installs the transducers, terminal blocks, test
switches, interposing relay, and related equipment provided by IPL.  AEP also
installs the cables, fuse blocks, and related equipment that provide input
signals to the transducers and the RTU.  Equipment shared in common by the
Parties, such as test switches, fuse blocks, duplicating relays, and the like,
shall be owned by IPL; provided that IPL may not remove such equipment without
AEP’s written consent.  

Any transducers owned by IPL can be shared by any
other non-AEP company.  Conversely, any transducers owned by AEP shall not be
shared. 

Section 3 - Maintenance 

The maintenance of the RTU, transducers, terminal
blocks, and communications line shall be the responsibility of IPL.  The
maintenance of the cables, fuses, test switches and other miscellaneous
equipment shall be the responsibility of AEP.   

Power:  To DAS Equipment by AEP at 125 Volt AC, via
one circuit fused at 15 Amperes. 

Section 4 - Data supplied 

Analog
Input:                                                                                       
UOM                         1.  Breed Petersburg/Wheatland
line                             MW, MVAR                         2.  Spare
                                                                     MW, MVAR
                        3.  Breed W. Casey
line                                                MW, MVAR
                        4.  Breed Dequine
line                                      MW, MVAR                         5. 
Breed Eugene line                                                    MW, MVAR
                        6.  Breed Sullivan 1
line                                                MW, MVAR
                        7.  Breed Sullivan 2
line                                                MW, MVAR
                        8.  345 kV line
Potential                                               VOLTS 

        (From 345 kV bus #2) 

     Total of 15 Analog Inputs 

Status Inputs:                         1.  BKR
A1                                                                 OPEN/CLOSE
                        2.  BKR
A                                                                   OPEN/CLOSE
                        3.  BKR
A2                                                                 OPEN/CLOSE
                        4.  BKR
B                                                                    OPEN/CLOSE
                        5.  BKR
B2                                                                  OPEN/CLOSE
                        6.  BKR
C                                                                   OPEN/CLOSE
                        7.  BKR
C1                                                                 OPEN/CLOSE
                        8.  BKR
C2                                                                 OPEN/CLOSE
                        9.  BKR
D                                                                   OPEN/CLOSE
                        10.  BKR
D1                                                               OPEN/CLOSE
                        11.  BKR
D2                                                               OPEN/CLOSE 

       Total of 11 Status Inputs 

Pulse Accumulators:
                                                                            
                                                                                                           
UOM               1.         Breed Petersburg/Wheatland 345
kV                                        MWH (IN)             2.         Breed
Petersburg/Wheatland 345 kV                                        MWH (OUT)  
                               Total of 2 Pulse Accumulators   

APPENDIX  III   

Exhibit 2 

Data Acquisition System (DAS) for Indianapolis Power
& Light Company (IPL) at the AEP Fall Creek-IPL Sunnyside Interconnection Point.
  

The following DAS arrangement exists at the AEP Fall
Creek Station pursuant to a DAS Agreement dated August 21, 1985 between IPL and
Indiana & Michigan Power Company (“AEP”), which is made part of this Agreement.
  

Section 1 - Scheduling 

This DAS Equipment is already installed. 

Section 2 - Equipment Ownership and Installation 

IPL retains ownership of the transducers and the
remote terminal unit (RTU) installed in the station.  AEP installs the
transducers, terminal blocks, test switches, interposing relay, and related
equipment provided by IPL.  AEP also installs the cables, fuse blocks, and
related equipment that provide input signals to the transducers and the RTU. 
Equipment shared in common by the Parties, such as test switches, fuse blocks,
duplicating relays, and the like, shall be owned by IPL; provided that IPL may
not remove such equipment without AEP’s written consent.  

Any transducers owned by IPL can be shared by any
other non-AEP company.  However, any transducers owned by AEP shall not be
shared.   

Section 3 - Maintenance 

The maintenance of the RTU, transducers, terminal
blocks, and communications line shall be the responsibility of IPL.  The
maintenance of the cables, fuses, test switches and other miscellaneous
equipment shall be the responsibility of AEP.  

Power:  To DAS Equipment by AEP at 125 Volt AC, via
one circuit fused at 15 Amperes. 

Section 4 - Data supplied 

Analog
Input:                                                                                       
UOM                         1.  Fall Creek Sunnyside line
                                        MW, MVAR                         2. 
Fall Creek Noblesville line                           MW, MVAR
                        3.  Fall Creek Desoto line
                                            MW, MVAR                         4.
 XF1 High Side Bank                                               MW, MVAR
                             Total of 8 Analog Inputs 

Status Inputs:                         1.  Y line
switch (Sunnyside)                                         OPEN/CLOSE
                        2.  W line switch
(Noblesville)                           OPEN/CLOSE                         3. 
BKR K2 (Desoto)                                                   OPEN/CLOSE
                        4.  BKR L (Bus
Tie)                                                     OPEN/CLOSE
                        5.  X Bank Switch
                                                       OPEN/CLOSE
                                                       Total of 5 Status Inputs
  

Fall Creek-Sunnyside
Line                                                                    MWH (IN)
Fall Creek-Sunnyside
Line                                                                    MWH
(OUT) 

APPENDIX III   

Exhibit 3 

Data Acquisition System for Indianapolis Power &
Light Company (IPL) at the AEP Tanners Creek-IPL Hanna Interconnection Point. 

Section 1 - Scheduling 

This DAS Equipment is already installed. 

Section 2 - Equipment Ownership and Installation   

IPL retains ownership of the transducers and the RTU
installed in the station.  AEP installs the transducers, terminal blocks, test
switches, interposing relay, and related equipment provided by IPL.  AEP also
installs the cables, fuse blocks, and related equipment that provide input
signals to the transducers and the RTU.  Equipment shared in common by the
Parties, such as test switches, fuse blocks, duplicating relays, and the like,
shall be owned by IPL; provided that IPL may not remove such equipment without
AEP’s written consent.  

Any transducers owned by IPL can be shared by any
other non-AEP company.  However, any transducers owned by AEP shall not be
shared. 

Section 3 - Maintenance 

The maintenance of the RTU, transducers, terminal
blocks, and communications line shall be the responsibility of IPL.  The
maintenance of the cables, fuses, test switches and other miscellaneous
equipment shall be the responsibility of AEP.  

Power:  To DAS Equipment by AEP at 125 Volt AC, via
one circuit fused at 15 Amperes. 

Section 4 - Data supplied 

Analog
Input:                                                                                       
UOM                         1.  Tanners Creek Hanna
line                                        MW, MVAR                         2. 
Tanners Creek Desoto #1 line                                  MW, MVAR
                        3.  Tanners Creek Desoto #2 line
                                 MW, MVAR                         4.  Tanners
Creek Miami Fort line                                 MW, MVAR
                        5.  Bank 4 Gen.
Net                                                     MW, MVAR
                        6.  Bank 3 Gen. Net
                                                    MW, MVAR
                        7.  Dearborn #2
line                                                      MW, MVAR
                        8.  Tanners Creek East Bend line
                                 MW, MVAR                         9.  345 kV
line Potential                                               VOLTS
                        (From East Bend line potential)  
                             Total of 17 Analog Inputs   

Status Inputs:                         1.  BKR
Q1                                                                 OPEN/CLOSE
                        2.  BKR
Q2                                                                 OPEN/CLOSE
                        3.  BKR
P1                                                                  OPEN/CLOSE
                        4.  BKR
P2                                                                  OPEN/CLOSE
                        5.  BKR
S1                                                                  OPEN/CLOSE
                        6.  BKR
S2                                                                  OPEN/CLOSE
                        7.  BKR
T1                                                                  OPEN/CLOSE
                        8.  BKR
T2                                                                  OPEN/CLOSE
                        9.  BKR
P                                                                    OPEN/CLOSE
                        10.  BKR
S                                                                  OPEN/CLOSE
                        11.  BKR
N2                                                               OPEN/CLOSE
                                                       Total of 11 Status Inputs 

Tanner-Creek-Hanna
Line                                                                    MWH (IN)
Tanner-Creek-Hanna
Line                                                                    MWH
(OUT) 

APPENDIX IV 

DEFINITIONS 

“Affiliate”- shall mean with respect to a
corporation, partnership or other entity, each such other corporation,
partnership or other entity that either directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control
with, such corporation, partnership or other entity. 

“Applicable Laws and Regulations”- shall mean all
duly promulgated applicable federal, state and local laws, regulations, rules,
ordinances, codes, decrees, judgments, directives, or judicial or administrative
orders, permits and other duly authorized actions of any Governmental Authority
having jurisdiction over the relevant Parties, their respective facilities,
and/or the respective services they provide. 

“Due Diligence” - shall mean the exercise of good
faith efforts to perform a required act on a timely basis using the necessary
technical and manpower resources. 

“Force Majeure” - shall mean any cause beyond the
control of the affected Party, including but not restricted to, acts of God,
flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, labor or material shortage,
sabotage, acts of the public enemy, explosions, orders, regulations or
restrictions imposed by governmental, military, or lawfully established civilian
authorities, which, in any of the foregoing cases, by exercise of Due Diligence
such Party could not reasonably have been expected to avoid, and which, by the
exercise of Due Diligence, it has been unable to overcome.  Force Majeure does
not include:  (i) a failure of performance that is due to an affected Party’s
own negligence or intentional wrongdoing; (ii) any removable or remediable
causes (other than settlement of a strike or labor dispute) which an affected
Party fails to remove or remedy within a reasonable time; or (iii) economic
hardship of an affected Party.  

“Good Utility Practice”- shall mean any of the
practices, methods and acts engaged in or approved by a significant portion of
the electric utility industry during the relevant time period, or any of the
practices, methods and acts which, in the exercise of reasonable judgment in
light of the facts known at the time the decision was made, could have been
expected to accomplish the desired result at a reasonable cost consistent with
good business practices, reliability, safety and expedition.  Good Utility
Practice is not intended to be limited to the optimum practice, method, or act
to the exclusion of all others, but rather to be acceptable practices, methods
or acts generally accepted in the region.  Good Utility Practice shall include
compliance with RTO tariffs and other applicable agreements, including and not
limited to the Joint Operating Agreement. 

“Governmental Authority” - shall mean any federal,
state, local or other governmental, regulatory or administrative agency, court,
commission, department, board, or other governmental subdivision, legislature,
rulemaking board, tribunal, arbitrating body, or other governmental authority,
having responsibility over the Parties, their respective facilities, or the
respective services they provide, and exercising or entitled to exercise any
administrative, executive, police, or taxing authority or power; provided,
however, that such term does not include IPL, AEP, or any Affiliate thereof. For
the avoidance of doubt, Governmental Authority shall include NERC and any
Regional Reliability Organization. 

“Interconnection Point”- shall have the meaning
provided in Section 1.1 of this Agreement. 

  “Joint Operating Agreement” - shall mean the Joint
Operating Agreement and Congestion Management Process between the Midwest ISO
and PJM, an amended from time to time.  The Joint Operating Agreement is Midwest
ISO Electric Tariff, First Revised Rate Schedule FERC No. 5 and PJM Electric
Tariff, First Revised Rate Schedule No. 38. 

“Midwest ISO” - shall mean the Midwest Independent
Transmission System Operator, Inc., which is an RTO, of which IPL is a
transmission-owning member. 

“NERC” - shall mean the North American Electric
Reliability Corporation, designated by the FERC as the “Electric Reliability
Organization” pursuant to the Energy Policy Act of 2005, Pub. L. No 109-58,
Title XII, Subtitle A, 119 Stat. 594, 941 (2005), codified at 16 U.S.C. 824o.   

“Party”- shall have the meaning provided in the
Preamble of this Agreement.  “Party” shall not include the Midwest ISO or PJM.  

“Parties”- shall have the meaning provided in the
Preamble of this Agreement.  “Parties” shall not include the Midwest ISO or
PJM.  

“PJM” - shall the PJM Interconnection, LLC, an RTO,
of which I&M is a transmission-owning member. 

“Reliability Coordinator” - shall have that meaning
given by NERC’s Glossary of Terms Used in Reliability Standards.   

“Regional Reliability Organization”- shall mean NERC
or any successor agency assuming or charged with similar responsibilities
related to the operation and reliability of the North American electric
interconnected transmission grid, including any regional or other subordinate
organization, which ensures that a defined area of the bulk electric system is
reliable, adequate and secure. 

“RTO” - shall mean a regional transmission
organization approved by FERC. 

 “Unauthorized Use” - shall mean the unauthorized
utilization of the generation or transmission facilities of any other entity.