Exhibit 10.2

                                  June 11, 1998


Mr. Ron C. Snead
Cinergy Corporation
139 East Fourth St.
Cincinnati, OH 45201

Re:  IPL/PSI Interconnection Agreement - Service Schedule D

Dear Mr. Snead:

This  letter  seeks to extend  our  existing  agreement  regarding  transmission
service IPL  provides  PSI Energy at the Carmel  Southeast  Tap,  which  expires
August 31. IPL  proposes  to extend  Service  Schedule D (Carmel  Southeast  Tap
Network  Power and  Energy  Transfer),  a part of the  existing  interconnection
agreement between IPL and Cinergy,  dated June 30, 1995, by one year, to include
August 31, 1999.

Please confirm by signature below, Cinergy's agreement that the existing Service
Schedule  D, under  which IPL  currently  provides  service to PSI at the Carmel
Southeast  Tap, will be extended by one year to and  including  August 31, 1999,
with the same rates, terms and conditions.  Further,  Cinergy and IPL agree that
PSI Energy also has the option to take transmission service for Carmel Southeast
Tap  under any open  access  transmission  tariffs  that may be filed by IPL and
which become effective after the date of this letter agreement.

Two  original  copies of this letter are  provided  for your  signature.  Please
return one signed original copy to me and retain one copy for your files.

                                    Regards,


                                                     Michael G. Banta,
                                                     Vice President
                                                     and Assistant General
                                                        Counsel

ACKNOWLEDGEMENT

By:      /s/ John C. Procario
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Title:   Vice President
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Company: CINERGY
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