IRS Determination Letter as to the Plan

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated October 3, 2002. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination also applies to the proposed amendments dated November 4, 2002.

This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7452 for a free copy of the SPD card.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have any questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

/s/ Paul T. Shultz

Paul T. Shultz

Director,

Employee Plans Rulings & Agreements

This determination letter is also applicable for all members of the controlled group which have adopted the plan.

This determination letter is applicable for the amendments adopted on April 18, 1996; June 30, 1998; July 1, 1998; November 10, 1998; September 1, 1999; October 26, 1999; January 18, 2000; January 16, 2001; June 21, 2001 and February 7, 2002


INTERNAL REVENUE SERVICE P.O. BOX 2508 CINCINNATI, OH 45201		DEPARTMENT OF THE TREASURY

Date:		Employer Identification Number: 35-0413620 DLN: 17007046032032

INDIANAPOLIS POWER & LIGHT COMPANY 25 MONUMENT CIRCLE INDIANAPOLIS, IN 46206		Person to Contact: MICHAEL A. MEHL ID #75900 Contact Telephone Number: (877) 829-5500 Plan Name: EMPLOYEES THRIFT PLAN OF INDIANAPOLIS POWER & LIGHT COMPANY Plan Number: 003