EXHIBIT 4(b)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration
of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
INCORPORATED UNDER THE LAWS OF INDIANA
INDIANAPOLIS POWER & LIGHT COMPANY
Number _______% CLASS PREFERRED STOCK ($100 PAR VALUE)
__ - 0001 Shares
**500,000**
CUSIP 000000 00 0
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS IS TO CEDE & CO
CERTIFY PO BOX 20 ***500,000********
THAT BOWLING GREEN STA ****500,000*******
NEW YORK, NY 10004 *****500,000******
******500,000*****
*******500,000****
is the
owner of **FIVE HUNDRED THOUSAND**
fully-paid and non-assessable shares of _____% PREFERRED STOCK
of the par value of One Hundred Dollars ($100.00) each of
INDIANAPOLIS POWER & LIGHT COMPANY
(hereinafter called the "Company")transferable upon the books
of the Company by the holder hereof in person or by duly
authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented
hereby are issued and shall be subject to all the provisions
of the Company's Articles of Incorporation, as amended, a copy
of which is on file at the office of the Company, to which
reference is hereby made with the same effect as if herein set
forth in full and to all of which the holder by the acceptance
hereof assents. For a description of the various classes of
Stock which the Company is authorized to issue and of the
respective rights of the holders thereof, reference is hereby
made to said Articles of Incorporation, as amended. This
Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers.
Dated: _________________ INDIANAPOLIS POWER & LIGHT COMPANY
BY
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
INDIANAPOLIS POWER & LIGHT COMPANY TRANSFER AGENT
(Indianapolis, IN) AND REGISTRAR
BY
AUTHORIZED SIGNATURE
INDIANAPOLIS POWER & LIGHT COMPANY
A full statement of the designations, preferences, limitations, and
relative rights of the shares of each class of stock authorized to be
issued by the Company, and the variations in the relative rights and
preferences between the shares of each series of preferred or variable
class stock which the Company is authorized to issue, so far as the same
have been fixed and determined, and the authority, if any, of the Company's
Board of Directors to fix and determine the relative rights and preferences
of other series of preferred or variable class stock is set forth in the
Articles of Incorporation of the Company, as amended and/or in resolutions
of the Board of Directors heretofore adopted and duly filed in the office of
the Secretary of State of Indiana. Copies of such Articles of Incorporation,
as amended from time to time, or such resolutions may be obtained by any
shareholder upon request, and without charge, from the office of the Company.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ...Custodian....
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts
JT TEN - as joint tenants with to Minors Act ......
right of survivorship (State)
and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________
____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)
____________________________________________________________________________
____________________________________________________________________________
______________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
____________________________________________________________________Attorney
to transfer the said shares on the books of the within-named Company with
full power of substitution in the premises.
Dated ____________
__________________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
NOTICE: WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED: __________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.