AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT is made and is effective as of the 3rd day of March, 2001 between the AGC Division of ALCOA POWER GENERATING INC., a Tennessee Corporation (hereinafter called "APG") and SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, an Indiana corporation (hereinafter called "Southern Indiana").

WITNESSETH

WHEREAS, Alcoa Generating Corporation, now a division of APG, and Southern Indiana are parties to an Operating Agreement executed April 14, 1958 (hereinafter called the "Operating Agreement") under which Southern Indiana operates Units 1 through 3 of the APG's Warrick Power Plant located in Warrick County, Indiana (hereinafter call the "Power Plant"), and an Agreement For Unit Four at Alcoa Generating Corporation's Warrick Power Plant dated January 30, 1968, (hereinafter called the "Unit Four Agreement"), under which Southern Indiana operates Unit Four of the Power Plant; and

WHEREAS, effective March 3, 2001, APG will become responsible for operating Units 1 through 4 of the Power Plant.

NOW THEREFORE, in consideration of the foregoing and of the agreements of the parties as stated herein, APG and Southern Indiana hereby agree as follows:

ARTICLE ONE

OPERATING AGREEMENT

Section 1. The Operating Agreement shall terminate as of the date of this Amendment Agreement.

ARTICLE TWO

UNIT FOUR AGREEMENT

Section 1. Except as expressly amended by this Amendment Agreement, the terms and conditions of the Unit Four Agreement shall remain in effect, and words defined therein shall have the same meanings herein.

Section 2. Section 5 of the ARTICLE ONE is amended to provide:

"Operating Term" means the period commencing at the date of commercial operation of Unit Four and continuing for forty (40) years thereafter or until Unit Four shall no longer be used or useful and shall have been retired by both owners in their books of account, whichever shall be the earlier. This Agreement shall continue in effect thereafter if Unit Four remains used or useful and has not been so retired on the books of account of the owners until terminated by either party by written notice given to the other party. Notice to terminate the Operating Term at the end of forty years or any time thereafter shall be given at least thirty months in advance of the intended date of termination. Notwithstanding the foregoing, the Operating Term may be terminated by either party, by notice to the other, if the other party shall fail to perform its obligations hereunder, and such failure shall continue for a period of sixty days after notice thereof from the party not in default.

Section 3. Section 13 of ARTICLE FIVE is hereby replaced with the following:

In the event that Southern Indiana terminates the Operating Term pursuant to Section 5 of ARTICLE ONE for APG's failure to perform its obligations, then APG shall be obligated at Southern Indiana's request to purchase Southern Indiana's interests in the Unit Four Real Estate, Unit Four and all structures, facilities and equipment constructed or installed in or on such real estate or interests and owned by APG and Southern Indiana as tenants in common at the price paid by Southern Indiana for its interest in the Unit Four Real Estate and at the fair market value of its interests in Unit Four, and all structures, facilities and equipment constructed or installed in or on such real estate or interests and owned by APG and Southern Indiana as tenants in common. Such purchase and sale shall not be consummated or become effective until Southern Indiana has obtained suitable substitute generation facilities to supply it with power or energy equivalent to its share of power or energy from Unit Four but in no event shall the consummation of such sale be delayed more than five (5) years after the date of the termination by Southern Indiana of the Operating Agreement pursuant to Section 5 of ARTICLE ONE for APG's failure to perform its obligations. Upon the consummation of such sale the parties recognize that Southern Indiana will have no further obligation to pay the Common Facilities service charge set forth in ARTICLE FOUR hereof.

Section 4. ARTICLE SIX of the Unit Four Agreement is hereby amended to provide as follows.

ARTICLE SIX

DUTIES OF APG

Section 1. Functions of APG. APG will operate Unit Four on behalf of both parties beginning March 3, 2001 and for the remainder of the Operating Term. APG's functions in regard to operating Unit Four shall include, but not be limited to:

(a) Selection, employment and training of proper and competent staff and working force, all such employees to be employees of APG;

(b) purchasing;

(c) engineering;

(d) maintenance and repairs, including any minor additions to or retirements or replacements of property;

(e) accounting;

(f) plant security.

APG will perform its functions in the most efficient and economical manner practicable. All functions performed by APG in the operation of Unit Four shall be subject to the direction and control of the Operating Committee and to the approval of both parties.

Section 2. Capital Additions to Unit Four. APG shall have the right, upon the prior written approval of both parties, to make capital improvements, additions, retirements or replacements in Unit Four for the account of and at the expense of Southern Indiana and APG.

Section 3. Contractual Commitments for Operation and Maintenance of Unit Four. APG may enter contractual commitments under this ARTICLE SIX relating to the operation and maintenance of Unit Four without Southern Indiana's prior written consent, but after the approval of the Operating Committee, if such commitments are incidental to the ordinary operation of Unit Four and Southern Indiana's share of such commitments determined pursuant to ARTICLE FIVE is less than $10,000. Nothing contained in this Section 3 or in Section 4 below shall require APG to secure Southern Indiana's approval, either written or oral, of APG's employee contracts.

Section 4. Operation and Maintenance of Common Facilities. In operating Unit Four APG will also operate and maintain the Common Facilities. The parties recognize that APG has the sole right to make all decisions regarding the Common Facilities, as provided in Section 2 of ARTICLE FOUR, above.

Section 5. Payment and Reimbursement of Operating and Maintenance Expenses.

(a) Each party shall pay directly to the proper authorities all ad valorem property taxes duly assessed against its ownership interest in Unit Four and the Unit Four Real Estate.

(b) APG shall pay all other costs, excluding Southern Indiana's coal costs, of operating and maintaining Unit Four and the Common Facilities. Southern Indiana shall reimburse APG for Southern Indiana's portion of the operating and/or maintenance costs of Unit Four and of the Common Facilities determined as set forth above in ARTICLE FIVE. APG shall bill Southern Indiana monthly for the amounts reimbursable and Southern Indiana shall pay each monthly bill within fifteen (15) days after receipt.

(c) Southern Indiana shall advance to APG from time to time funds to cover Southern Indiana's share of anticipated expenses of operating and maintaining Unit Four which will be incurred by APG.

Section 6. Operating Fee. Each month, Southern Indiana shall pay to APG an operating fee equal to five percent of Southern Indiana's share of the operating and maintenance expenses, excluding Southern Indiana's coal costs, of Unit Four and the Common Facilities attributable to Southern Indiana's half of Unit Four incurred in the prior month during which APG operated Unit Four. For purposes of this Section 6, Southern Indiana's share of the foregoing operating and

maintenance expenses shall include the expenses of potable water, electric power and energy, and similar items furnished to Unit four and the Common Facilities by APG.

It is the intention of the parties generally that to the extent possible APG will bear its portion of the expenses of operating and maintaining Unit Four and the Common Facilities by not receiving reimbursement for its share of all such expenses which it pays.

Section 7. Indemnity. APG shall indemnify Southern Indiana against and hold it harmless from all liability and claims & for damages to property or injury to persons arising out of the ownership and operation of Unit Four and of the Common Facilities which result from the negligence of APG, and APG shall at its own expense defend any action based thereon, provided, however, that where in the final disposition of any such action it is held that APG is not negligent, then Southern Indiana shall reimburse APG for its share of the expenses in defending such action.

Southern Indiana shall indemnify APG against and hold it harmless from all liability and claims for damages to property or injury to persons arising out of the ownership by Southern Indiana its interest in Unit Four which result from the negligence of Southern Indiana, and Southern Indiana shall at its own expense defend any action based thereon, provided, however, that where in the final disposition of any such action it is held that Southern Indiana is not negligent, then APG shall reimburse Southern Indiana for its share of the expenses in defending such action.

Section 8. Access to Unit Four and Common Facilities. Authorized representatives of APG and Southern Indiana shall have access to Unit Four and the Common Facilities at any time.

Section 9. Books and Records and Reports. APG shall keep accurate and satisfactory books and records of accounts showing all expenses and payments and all other pertinent data regarding the operation of Unit Four, such books and records to be kept in accordance with sound and accepted accounting principles. Accounting records kept in connection with the generation of electric power and energy shall be kept in accordance with Uniform System of Accounts for Public Utilities as issued and amended by the Federal Energy Regulatory Commission. All books and records kept pursuant to this Section shall be available for inspection by authorized representatives of Southern Indiana at all times. APG shall submit to Southern Indiana such reports of the operation and maintenance of Unit Four as Southern Indiana may reasonable request.

The parties have executed this Agreement in duplicate as of the day and year above first written.

ATTEST: ALCOA POWER GENERATING INC.,

                                                By:    /s/  J. T. Hill
--------------------------                    -------------------------------
         Secretary                                     J. T. Hill
                                                           Vice President

[CORP.
SEAL]

ATTEST: SOUTHERN INDIANA GAS

AND ELECTRIC COMPANY

  /s/  Ronald E. Christian                       By:    /s/ J. Gordon Hurst
---------------------------------                ------------------------------
         Ronald E. Christian                             J. Gordon Hurst
           Secretary                                        President

[CORP.
SEAL]

GAS SALES AND PORTFOLIO ADMINISTRATION AGREEMENT

THIS GAS SALES AND PORTFOLIO ADMINISTRATION AGREEMENT ("Agreement") is entered into and effective the 31st day of October, 2000, for services to begin November 1st, 2000, by and between VECTREN ENERGY DELIVERY OF OHIO ("Buyer") and PROLIANCE ENERGY, LLC ("Seller") (collectively, the "Parties" or individually "Party"). Buyer and Seller agree as follows:

RECITALS

1. Seller is a limited liability company created and existing under the laws of the State of Indiana, with its registered office at 111 Monument Circle, Suite 2200, Indianapolis, Indiana.

2. Buyer is a corporation incorporated and existing under the laws of the State of Ohio with its principal place of business in Dayton, Ohio.

3. This Agreement contains the mutual promises and covenants pursuant to which Buyer as a purchaser of natural gas and portfolio administration services, and Seller as a merchant of natural gas and portfolio administration services, shall perform the transactions described herein.

4. Under this Agreement, Seller agrees to provide natural gas and portfolio administration services consistent with the terms and conditions contained herein.

5. Buyer has informed Seller that it is committed to the development and implementation of a customer choice program. Seller agrees to use its expertise to assist Buyer on gas supply issues during its transition to customer choice.

DEFINITIONS

The following terms shall have the following definitions for this Agreement and its Appendices:

1. The term "ANR" shall mean ANR Pipeline Company.

2. The term "Balancing Quantities" shall mean the quantity of Gas which satisfies the difference between the Gas quantities scheduled for delivery to Buyer's Delivery Points and the actual physical flow of Gas taken by Buyer at the Delivery Points.

3. The term "Btu" shall mean British thermal unit, as defined in Transporter's Tariff

4. The term "CGT" shall mean Columbia Gulf Transmission Corporation.

5. The term "DOM" shall mean Dominion Pipeline Company.

6. The term "customer choice program" refers to implementation of an approved program for the unbundling of Buyer's gas supply sales from its local distribution services to its residential and small volume customers.

7. The term "Contract Month" shall mean a calendar month during the effectiveness of this Agreement, as interpreted in light of Transporter's Tariff.

8. The term "Contract Rates" shall be the demand rates as described in Appendix C.

9. The term "Day" shall be defined as it is defined in "Transporter's Tariff," or as applied by "Transporter".

10. The term "Delivery Points" shall mean the points of delivery of Gas from Seller to Buyer as specified in Appendix A.

11. The term "FERC" shall mean the Federal Energy Regulatory Commission.

12. The term "Gas" shall mean natural gas.

13. The term "Maximum Daily Quantities" or "MDQ" shall mean the maximum quantity of Gas which Seller shall be obligated to supply on a firm basis to Buyer's Delivery Points on a particular day.

14. The term "Maximum Portfolio Entitlement" shall mean the maximum deliverability that Buyer is entitled to under the contracts identified on Appendix C.

15. The term "Maximum Seasonal Quantities" or "MSQ" shall mean the maximum quantity of Gas which Seller shall be obligated to supply on a firm basis to Buyer's Delivery Points in a Summer or Winter.

16. The terms "MMBtu", "Dekatherm" or "DTH" shall mean one million (1,000,000) BTUs.

17. The term "Nominated Daily Quantities" shall mean the quantity of Gas nominated on a particular day for delivery to Buyer's Delivery Points, including deliveries to storage for Buyer.

18. The term "PEPL" shall mean Panhandle Eastern Pipe Line Company.

19. The term "Portfolio Contracts" shall mean all of the contracts that may be utilized to deliver Gas to buyer, and which are identified on Appendix C.

20. The term "Summer" shall mean the summer season months of April through October, inclusive.

21. The term "TCO" shall mean Columbia Gas Transmission Corporation.

22. The term "TETCO" shall mean Texas Eastern Transmission Corporation.

23. The term "Texas Gas" shall mean Texas Gas Transmission Corporation.

24. The term "Transportation Credit" shall mean the Gas cost credit specified in Appendix C.

25. The term "Transporter" shall mean the transporting pipeline(s) interconnected with Buyer, including without limitation ANR, CGT, PEPL, TETCO, Dominion or Texas Gas, as applicable to the transaction involved.

26. The term "Transporter's Tariff" shall mean the tariff provisions of Transporter, as approved by the FERC, or any successor thereto, and Buyer's or Seller's contractual arrangements with Transporter, including changes to such tariff and arrangements made after this Agreement is effective.

27. The term "TL" shall mean Trunkline Pipeline Company.

28. The term "Winter" shall mean the winter season months of November through March, inclusive.

ARTICLE 1- GAS SALES

1.1. Seller represents, agrees and warrants that Seller can and shall stand ready to provide on a firm basis for Buyer's purchase at Buyer's Delivery points the daily and seasonal quantities of gas set forth herein.

1.2. During the term of this Agreement, unless Seller is unable to meet Buyer's Gas requirements, Buyer agrees that Seller shall be its supplier of Gas, either as its agent or as a vendor.

1.3. The Maximum Daily Quantities, which Seller shall be obligated to provide on a firm basis at Buyer's Delivery Points, are specified in Appendix B.

1.4. The Maximum Seasonal Quantities during Winter or Summer, which Seller shall be obligated to provide on a firm basis at the Delivery Points, are specified in Appendix B.

1.5. Buyer shall cause to be assigned to Seller, and Seller shall accept, subject to the terms and conditions of the applicable assignment and this Agreement, all of the Portfolio Contracts. In the event a third party consent for the assignment of any Portfolio Contract cannot be obtained, Seller is hereby appointed as agent for all purposes to administer such contracts until such time as such an assignment is effected. Under this Agreement, Seller may fulfill its obligation to provide Gas to Buyer by using both the Portfolio Contracts and contracts entered into by and between Seller and third parties, including suppliers, pipelines and other service providers. Seller shall not be obligated to enter into commitments with suppliers, pipelines, or other service providers, which extend beyond the term or scope of this Agreement.

1.6. If FERC should determine that Transporter's Tariff shall cease to apply, in whole or in part, to transactions hereunder, the Parties will promptly meet to determine and negotiate mutually acceptable replacement guidelines and standards. In that event, until an agreement is reached, the most recently effective Transporter's Tariff shall continue to apply for all purposes under this Agreement. Upon acceptance of the replacement guidelines and standards, Buyer and Seller agree to apply the replacement guidelines and standards retroactively to the cessation date of Transporter's Tariff. Any resolution shall be implemented within thirty (30) days of the acceptance of the replacement guidelines and standards.

ARTICLE 2- GAS SALES CHARGES

2.1. For all Maximum Portfolio Entitlements, Buyer shall pay Seller each Contract Month the then-applicable Contract Rates specified in the contracts listed in Appendix C in order for Seller to stand ready to deliver Gas to Buyer's Delivery Points on a firm basis. Seller shall provide Buyer the Transportation Credit specified in Appendix C.

2.2. Buyer shall pay Seller each Contract month the applicable supplier reservation costs specified in Appendix D, as updated from time to time, as provided in Article 6.

2.3. For all commodity quantities, Buyer shall pay Seller each Contract Month an amount determined by multiplying the applicable Nominated Daily Quantities and Balancing Quantities for the Contract Month, by the applicable price per MMBtu as determined pursuant to the commodity pricing provisions of Appendix E. These pricing provisions shall reflect pricing methods for Gas supply, and all other variable costs incurred by Seller as provided in Appendix E. The other variable costs shall include all applicable costs, including, without limitation, transportation commodity or usage charges, injection and withdrawal costs, volumetric surcharges, and fuel as reflected in each Transporter's Tariff and the applicable service agreements.

2.4. Buyer will pay taxes, if any, which are imposed with respect to Gas delivered hereunder and which are not reflected in the pricing methods in Appendix E; provided, however, Buyer shall have no obligation to pay any sales or use taxes for which it delivers to Seller an appropriate exemption certificate.

ARTICLE 3- BALANCING

3.1. Seller shall provide Buyer with Balancing Quantities as part of its gas sales and portfolio administration services. Balancing procedures shall be agreed to by the Parties.

ARTICLE 4- PORTFOLIO ADMINISTRATION SERVICES

4.1. Seller's provision of portfolio administration services shall include without limitation Gas acquisition, scheduling receipt and delivery quantities with Gas suppliers and pipeline transporters, scheduling pipeline storage inventory quantities, providing delivered Gas supplies, supply and portfolio planning assistance, and periodic portfolio reporting. Buyer shall retain complete unilateral control of its physical Gas delivery, distribution, and transportation facilities.

4.2. Supply planning/gas control procedures agreed to by the Parties will govern the preparation and implementation of supply plans.

4.3. Seller and Buyer shall review periodically Buyer's supply requirements and determine the need for potential adjustments. All adjustments are subject to Buyer's prior approval. Seller agrees that it will provide firm pipeline transportation deliveries and Gas supply that will fully meet the MDQ and MSQ of Buyer as set forth in the agreed upon supply plans. Replacement of Portfolio Contracts shall be accomplished through an RFP process overseen by Buyer.

4.4. As set forth in the recitals, Seller will administer the Portfolio Contracts in a manner designed to minimize capacity costs in order to reduce gas costs and potential stranded costs. In order to assist Buyer with its implementation of a Customer Choice Program, Seller agrees to provide Buyer with the opportunity to reduce its Maximum Daily Quantities and Maximum Seasonal Quantities in accordance with the Portfolio Reduction Rights specified in Appendix B.

4.5. Seller acknowledges that it will accept the assignment of Portfolio Contracts under Section 1.5 subject to any existing rights of transportation customers or other third parties to use that capacity, and subject to any and all tariff obligations to assign or release capacity to transportation customers or other third parties, including as part of a Customer Choice Program. In the event this Agreement is terminated for any reason, Buyer shall meet with Seller within five (5) days of notice of termination to reach agreement on the timely return of capacity rights to Buyer. During such a wind-up period, Seller shall continue to provide Buyer with necessary supply services.

4.6. As compensation for these services, Buyer shall pay Seller those fees set out in Appendix F of this Agreement.

ARTICLE 5- TERM

5.1. The services described above shall commence upon the date of transfer of the gas distribution assets of Dayton Power & Light Company to Buyer. The initial term of this Agreement shall be through October 31, 2005. If neither Party terminates this Agreement by written notice at least twenty-four
(24) months prior to expiration of the initial term, the Agreement will remain in effect for an additional one (1) year after the original expiration date. Thereafter, the Agreement will continue year to year unless terminated by written notice given at least twenty-four (24) months prior to the expiration date of the then current Agreement.

5.2. The continuation of some or all of the Seller's services during the term shall be subject to and contingent upon changes in Buyer's supply requirements as a result of its implementation of a customer choice program.

ARTICLE 6- CHANGES TO APPENDICES

6.1. The Parties agree to make changes to Appendix A as necessary to reflect changes in Buyer's Delivery Points.

6.2. The Parties agree to make changes, after timely notice, to Appendix B as necessary to reflect changes in Buyer's MDQ and MSQ. Buyer agrees to pay any appropriate cost increases resulting from these changes.

6.3. The Parties agree that Appendices C, D, E, and F will be subject to change from time to time as provided in those Appendices.

6.4. The Parties agree that changes in Appendix G can be made by either party at any time. Buyer or Seller may change the notice information in Appendix G by providing new designations to the other party by registered or certified mail.

6.5. The Parties agree that changes to Appendix H will occur only upon mutual written agreement.

ARTICLE 7- OPERATIONS

7.1. Buyer and Seller agree to accept for purposes of this Agreement the applicable quality, delivery pressure, measurement and other applicable rules, procedures, guidelines, tariff provisions, contractual arrangements and policies of suppliers or Transporters, as the same may change from time to time.

ARTICLE 8- FORCE MAJEURE

8.1. All obligations of the Parties to this Agreement shall be suspended while and only for so long as compliance is prevented by a cause beyond the control of the Party claiming force majeure, such as an Act of God, war, civil disturbance, operational or performance failure or declaration of force majeure by a supplier, leased storage field operator, transporter, or other service provider, operational flow order(s), federal or state or local law, or binding order of a court or governmental agency, provided the suspension shall be only to the extent performance was prevented by the event of force majeure and provided the Party claiming force majeure provides notice by telephone or by telecopy with reasonably full particulars to the other Party at or near the time the Party becomes aware of the force majeure. A Party claiming force majeure hereunder shall have the duty to make all reasonable efforts to remedy the force majeure condition as promptly as possible.

8.2. Notice of force majeure must be provided to the designated representatives for Buyer or Seller designated in Appendix G.

ARTICLE 9- PENALTIES

9.1. Seller shall be liable for all imbalance or other penalties, cash-outs, or other costs imposed on Buyer or Seller by any third party, including without limitation Seller's upstream or other transporters and Transporters, to the extent that such penalties, cash-outs or other costs are caused by Seller's actions or inaction. Buyer shall be liable for all imbalance or other penalties, cash-outs, or other costs imposed on Buyer or Seller by any third parties, including without limitation Seller's upstream or other transporters and Transporters, to the extent that such penalties, cash-outs or other costs are caused by Buyer's actions or inaction.

ARTICLE 10- BILLING AND PAYMENT

10.1. Following each Contract Month, Seller shall furnish, or have furnished, an itemized statement to Buyer stating the amounts due Seller pursuant to this Agreement (the "Statement"). Following the receipt of Seller's Statement, Buyer shall make Payment by the due date. Invoice date, due date, and payment method shall be as specified in Appendix H.

10.2. Interest shall accrue on all late payments commencing on the applicable due date at the then current prime rate of Key Bank, Indianapolis, Indiana, or its successor, or the maximum lawful rate, whichever is lower.

ARTICLE 11- REMEDIES

11.1. If Seller fails to deliver scheduled Gas and such failure to deliver is not excused under this Agreement, then Seller shall reimburse Buyer for the amount of increased cost to Buyer of acquiring replacement Gas. The amount owed by Seller to Buyer hereunder shall be calculated as the product of
(a) the difference, if positive, between (i) the price paid for replacement Gas, including any additional transportation, fuel and other variable costs incurred to receive such replacement Gas, and (ii) the then applicable commodity charge, and (b) the difference between the scheduled Gas and the quantity of Gas actually delivered by Seller. Buyer and Seller agree to act in good faith with respect to purchases of such replacement Gas so as to minimize Seller's obligations to Buyer under this Section.

11.2. If Buyer fails to receive scheduled Gas and such failure to receive is not excused under this Agreement, then Buyer shall reimburse Seller in an amount calculated as the product of (a) the difference, if positive, between (i) the then applicable commodity charge and (ii) the price received from a third party purchaser, including any additional penalties, transportation, fuel and other variable costs incurred to deliver Gas to a third party purchaser, and (b) the difference between the scheduled Gas and the quantity of Gas actually received by Buyer. Seller and Buyer agree to act in good faith with respect to sales of such Gas to a third party purchaser so as to minimize Buyer's obligations to Seller under this Section.

11.3. The Parties agree that the actual losses incurred by a Party as a result of the other Party's failure to deliver or receive quantities of Gas would be uncertain and impossible to determine with precision. As a result, the remedies provided in Article 11 for the failure to deliver or receive certain quantities of Gas, respectively, shall be the failing Party's entire and sole liability to the non-failing Party, and the right to recover such remedies shall be the non-failing Party's sole and exclusive remedy for the failing Party's failure or breach of its obligation to deliver or receive the scheduled Gas under this Agreement. The remedies provided pursuant to this Article are in lieu of and exclude any and all other liabilities of the failing Party as may be provided by contract, equity, or law for any such failures or breaches, including, without limitation, the obligation of either Party to deliver or receive quantities hereunder in relation to the sale or purchase of Gas to or from other parties.

ARTICLE 12- CORRESPONDENCE

12.1. Except as provided in Section 8.2, any notice, statement or bill shall be in writing and shall be duly delivered when (a) mailed, postage prepaid, by registered, certified, or first-class mail, or (b) sent by prepaid overnight delivery to the applicable address, or (c) sent by hand delivery, or
(d) sent by facsimile directed to the appropriate person and facsimile number with hand copy also delivered as in (a), (b), or (c) above. Addresses, telephone numbers, and facsimile numbers are specified in Appendix G.

ARTICLE 13- MISCELLANEOUS

13.1. This Agreement is subject to all applicable laws, orders, rules, and regulations of any state or federal governmental body or official having jurisdiction and both Seller and Buyer agree that the transactions agreed to hereunder shall be conditioned upon compliance with all such laws, orders, rules and regulations.

13.2. Seller and Buyer expressly agree that laws of the State of Ohio shall govern the validity, construction, interpretation, and effect of this Agreement.

13.3. Either Party may pledge, mortgage, or assign its rights hereunder as security for indebtedness. This Agreement is otherwise non-assignable except with the prior written consent of Buyer and Seller.

13.4. This Agreement is conditioned on the continued solvency of Buyer and Seller. If one Party becomes insolvent or seeks bankruptcy relief, the other party may prospectively terminate this Agreement on prior written notice without further obligation other than to pay for services or Gas previously provided. Parties will implement wind-up provisions that are designed to reallocate the Portfolio Contracts assigned in this Agreement in a fashion that will re-establish the parties to as close as possible to their condition prior to the execution of this Agreement.

13.5. Notwithstanding any other provisions herein, the Parties hereto waive any and all rights, claims, or causes of action arising under this Agreement for incidental, consequential or punitive damages.

13.6. Neither Buyer nor Seller intends for the provisions of this Agreement to benefit any third party. No third party shall have any right to enforce the terms of this Agreement against Buyer or Seller.

13.7. The Parties acknowledge that their respective business records and information are confidential in nature and may contain proprietary and trade secret information. Notwithstanding the foregoing, Seller agrees to provide Buyer access to those records required to verify Seller's Statements to Buyer. Confidential records and information in the possession of either Party shall not be divulged to third parties without prior consent of the other Party.

13.8. No waiver by either Party of one or more defaults or breaches by the other in performance of any of the terms or provisions of this Agreement shall operate or be construed as a waiver of any future default or breach, whether of a like or of a different character.

13.9. The terms and conditions contained in this Agreement and its Appendices herein constitute the full and complete agreement between the Parties and any change to be made must be submitted in writing and executed by both Parties.

13.10. Each Party represents that it has all necessary power and authority to enter into and perform its obligations under this Agreement and that this Agreement constitutes a legal, valid and binding obligation of that Party enforceable against it in accordance with its terms, except as such enforceability may be affected by any bankruptcy law or the application of principles of equity.

13.11. In the event any of the terms, covenants or conditions of this Agreement, or any amendment hereto, or the application of any such terms, covenants or conditions shall be held invalid as to any Party or circumstance by any court having jurisdiction, all other terms, covenants, or conditions of this Agreement, or any amendment hereto, and their application, shall not be affected thereby and shall remain in full force and effect.

13.12. If any provision of this Agreement is declared or rendered unlawful by a court of law or regulatory authority with jurisdiction over either of the parties or deemed unlawful because of a statutory or other change in the law, or if either Party suffers a substantial economic detriment due either to a determination relating to this Agreement by such an authority, or as a result of fundamental changes in the marketplace or other substantial changes in existing circumstances, the Parties will promptly meet to determine and negotiate a mutually acceptable agreement on such replacement provisions necessary to maintain the benefits and obligations that arise under this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals.

"SELLER"
PROLIANCE ENERGY, LLC

By:/s/ Terry S. Peak
   ------------------------------
    Terry S. Peak
    Its: Senior Vice President
         Trading and Gas Supply

"BUYER"
VECTREN ENERGY DELIVERY OF OHIO

By: /s/ Timothy M. Hewitt
   -------------------------------
     Timothy M. Hewitt
     Interim President

Buyer's Primary Delivery Points             A

Buyer's Maximum Quantities                  B

Portfolio Information                       C

Supplier Reservation Costs                  D

Commodity Purchases                         E

Portfolio Administration Service Fees       F

Notices                                     G

Invoice/Payment Data                        H

Meter Number         Name                        Pipeline

  124974             Farmersville                ANR
  153871             Lebanon/Castine             ANR

  108796             Lebanon/Red Lion            ANR


      33             Dayton Power and Light      Columbia Gas Transmission
   02830             Glen Karn                   Panhandle Eastern
    2559             Hollansburg                 Panhandle Eastern
   DAYPL             Rurals                      Panhandle Eastern


   73105             Gano Rd.                    Texas Eastern
   72907             Farmersville                Texas Eastern
   72906             Castine                     Texas Eastern
   72909             Red Lion                    Texas Eastern
   72902             Glen Karn                   Texas Eastern


    1720             Lebanon-Dayton              Texas Gas

Amendment

Seller and Buyer Agree that this Appendix A may be amended as provided in this Agreement, which amendment ultimately will be memorialized in a revised Appendix A.

PROLIANCE ENERGY, LLC

By: /s/ Terry S. Peak
  --------------------------
    Terry S. Peak
  Its:  Senior Vice President
  Trading and Gas Supply

VECTREN ENERGY DELIVERY OF OHIO

By: /s/ Timothy M. Hewitt
   ----------------------
   Timothy M. Hewitt
   Interim President

Gas Sales And Portfolio Administration Agreement Appendix B Original Page No. 1 APPENDIX B - Buyer's Maximum Quantities

Maximum Daily Quantities (DTH)

April                      295,901
----------------------------------------

May                        117,269
----------------------------------------

June                        81,056
----------------------------------------

July                        46,146
----------------------------------------

August                      34,730
----------------------------------------

September                   76,591
----------------------------------------

October                    201,074
----------------------------------------

November                   387,740
----------------------------------------

December                   559,798
----------------------------------------

January                    559,798
----------------------------------------

February                   559,798
----------------------------------------

March                      417,016
----------------------------------------

Gas Sales And Portfolio Administration Agreement Appendix B Original Page No. 2

APPENDIX B - Buyer's Maximum Quantities

Maximum Seasonal Quantities (DTH)

      Summer (Projected)                           12,098,902

      Winter (Projected)                           37,470,267
                             ---------------------------------

      Annual                                       49,569,169
Reduction Rights

In order to assist Buyer with the implementation of its Customer Choice Program, Seller agrees to provide Buyer with the ability to reduce the amount of capacity under contract for its system supply requirements, thereby mitigating the level of gas costs and the amount of stranded capacity costs. Prior to October 31st of each of the years listed below, and effective twelve (12) months after the notification date , the Parties will determine whether the level of system supply demand has been or will be reduced, and based upon this evaluation, the Buyer shall have the right to notify Seller of its request to reduce the amount of capacity and storage services received and paid for under this Agreement up to or equal to the percent reductions listed:

         Year                       Reduction Amount          Cumulative Rights
         ----                       ----------------          -----------------
October 31, 2002                          5%                           5%

October 31, 2003                          8%                          13%

October 31, 2004                         10%                          23%

Any reduction shall be in the amount of peak and average day deliverability to Buyer's system provided by the Portfolio Contracts at that time, and shall include appropriate reductions for both storage deliverability and firm transportation. The reductions shall also be spread between Buyer's various pipeline portfolio delivery entitlements in a manner agreed to by the Parties. Buyer shall provide written notice to Seller in accordance with this Agreement. Pursuant to the Cumulative Rights, if Buyer does not exercise its full reduction rights in a given year, it may in a succeeding year exercise reduction rights up to the amount of the cumulative rights provided for above.

Amendment

Seller and Buyer Agree that this Appendix B may be amended as provided in this Agreement, which amendment ultimately will be memorialized in a revised Appendix B.
PROLIANCE ENERGY, LLC

By: /s/ Terry S. Peak
 --------------------------
      Terry S. Peak
   Its:  Senior Vice President
   Trading and Gas Supply

VECTREN ENERGY DELIVERY OF OHIO

By: /s/ Timothy M. Hewitt
  -------------------------
     Timothy M. Hewitt
     Interim President

Gas Sales And Portfolio Administration Agreement Appendix C Original Page No. 1 APPENDIX C - Portfolio Information

I. Contracts and Contract Rates The applicable demand costs shall be determined based upon the rates and charges specified in each Transporter's Tariff including any applicable direct bills, surcharges, or as other costs specified by the sheets identified below, or other applicable sheets, as all of those sheets may be in effect from time to time, and costs arising under applicable agreements, including the agreements identified below, as well as this Agreement. While Seller and Buyer agree that the identified tariff sheets and agreements are intended to be a complete listing of the applicable tariff sheets and applicable agreements, they further agree that the omission of the reference of one or more sheets or agreements from that list will not affect Buyer's obligation to Seller for rates, charges and costs incurred thereunder. Seller shall provide to Buyer all Transporter refunds that are derived from rate case settlements or administrative adjudications that are received by Seller relative to Contracts or Contract Rates referenced below or relative to any agreements referencing the contracts below.

                        Contracts and Contract Rates

Pipeline              Contract    Contract Type      Contract Rate

 ANR
                        99914        FTS-1           Sheet No. 7
                        99915         GF-1           Sheet No. 68G

 Columbia Gas
                        37995         FSS            Sheet No. 29
                        38021         SST            Sheet No. 26
                        38097         FTS            Sheet No. 25
                        57908         FTS            Sheet No. 25


 Columbia Gulf
                        38040        FTS-1           Sheet No. 18

 Panhandle
                        12769         EFT            Sheet No. 5
                        12770         EFT            Sheet No. 5
                        15564         EFT            Tariff Letter
                        15567         FS             Sheet No. 11

 Texas Eastern
                       830027        FT-1            Tariff Letter
                       870170        LLFT            Tariff Letter
                       870173        LLFT            Tariff Letter
                       870172        LLFT            Tariff Letter

 Texas Gas
                      T006057         FT             Sheet No.11

 Trunkline
                        14878         EFT            Tariff Letter
                        15435         EFT            Tariff Letter

Gas Sales And Portfolio Administration Agreement Appendix C Original Page No. 2

II Transportation Credit

1. Seller shall provide to Buyer, as a credit against the Contract Rates, a Transportation Credit ("TC") for the sale from the Buyer to Seller of projected available annual portfolio entitlements.
2. For purposes of determining the TC, the value of projected available entitlements sold to Seller has been agreed to based upon publicly reported pricing data from Inside FERC and Gas Daily publications at applicable supply and delivery points. The base year amount of projected available entitlements is based upon the 2000/2001 gas supply plan.
3. The Transportation Credit shall be recalculated once per year prior to October 31st, to reflect changes in projected available annual entitlements, based on the following formula:

TC Base TC x Projected Available Annual Entitlements

                 Base Available Annual Entitlements

Where:   a. Base TC = $1,388,609
         b.  Base Available Annual Entitlements = 19,045,012 Dth
         c.  Projected Available Annual Entitlements = Total Entitlements -
                Normal Demand
             (i)  Total Entitlements are the sum of the quantities of long haul
                  pipeline transportation entitlements reserved by Buyer.
             (ii) Normal Demand is the projected normal weather quantity of
                  Buyer's firm long haul pipeline deliveries for firm customers.

4. The TC shall be divided among months based upon the projected available monthly entitlements.

Amendment

Seller and Buyer Agree that this Appendix C may be amended as provided in this Agreement, which amendment ultimately will be memorialized in a revised Appendix C.
PROLIANCE ENERGY, LLC

By: /s/ Terry S. Peak
  --------------------------
    Terry S. Peak
  Its:  Senior Vice President
  Trading and Gas Supply

VECTREN ENERGY DELIVERY OF OHIO

By: /s/ Timothy M. Hewitt
  ---------------------------
   Timothy M. Hewitt
   Interim President

Gas Sales And Portfolio Administration Agreement Appendix D Original Page No. 1

APPENDIX D - Supplier Reservation Costs
I. Reserved Commodity Quantities

a. Monthly Baseload Reserved quantity (DTH)

b. Daily Swing Reserved quantity (DTH)

II. Applicable Reservation Rates ($____ DTH/day)

           Winter Months                           Summer Months
           -------------                           -------------
Monthly Index       Daily Index         Monthly Index       Daily Index
Reserved Quantity   Reserved Quantity   Reserved Quantity   Reserved Quantity

Amendment

Seller and Buyer Agree that this Appendix D may be amended as provided in this Agreement, which amendment ultimately will be memorialized in a revised Appendix D.

PROLIANCE ENERGY, LLC

By:  /s/ Terry S. Peak
 ---------------------------
     Terry S. Peak
  Its:  Senior Vice President
  Trading and Gas Supply

VECTREN ENERGY DELIVERY OF OHIO

By: /s/ Timothy M. Hewitt
  ------------------------
   Timothy M. Hewitt
   Interim President

Gas Sales And Portfolio Administration Agreement Appendix E Original Page No. 1

APPENDIX E -Commodity Purchases

This Appendix E addresses the gas supply and other variable costs applicable to Nominated Daily Quantities and Balancing Quantities as identified below.

Monthly Baseload Purchases:

Buyer shall pay to Seller each Contract Month an amount determined by multiplying the monthly baseload quantities of Gas scheduled for Buyer's purchase under this Agreement during the Contract Month, by a price per MMBtu determined using the first monthly index from Inside FERC's GAS MARKET REPORT in the table "PRICES OF SPOT GAS DELIVERED TO INTERSTATE PIPELINES" for the applicable zone, specified below, for the applicable month, plus all other applicable variable costs as identified below shall apply.

o ANR Pipeline Co. - Louisiana
o Columbia Gas Transmission Corp. - Appalachia
o Columbia Gulf Transmission Corp. - Louisiana
o Panhandle Eastern Pipeline Co. -Oklahoma
o Trunkline Gas Co. -Louisiana
o Texas Gas Transmission - Zone SL
o Texas Gas Transmission - Zone 1
o CNG Transmission Corp. - Appalachia

Daily Swing Purchases:

Buyer shall pay to Seller each Contract Month an amount determined by summing all applicable "Daily Amounts" for the Contract Month. A "Daily Amount" shall be calculated for each day during the Contract Month for which daily swing quantities of Gas have been confirmed for purchase. The "Daily Amounts" shall be determined by multiplying (a) the confirmed swing quantities of gas scheduled for the particular day of the Contract Month, by (b) a price per MMBtu determined using the arithmetic average of the high and low prices in the price range reported in Gas Daily, in the table "DAILY PRICE SURVEY," for the applicable zone, specified below, for the applicable day. As to any day for which Gas Daily for any reason (e.g. holidays and weekends) does not publish the above referenced prices, the applicable prices shall be that utilized for the last prior day such is published. In addition, all other applicable variable costs as identified below shall apply.

o Louisiana Onshore South - ANR
o Louisiana Onshore South - Columbia, Mainline
o Louisiana Onshore South - Texas Gas SL
o Louisiana Onshore South - Trunkline ELA
o Oklahoma - PEPL
o Appalachia - CNG South Point
o Appalachia - Columbia, App.
o East Texas - North Louisiana Area - Texas Gas (entire Z1)

Optional Diversified Pricing:

For any purchases of monthly or daily supplies that Buyer decides to purchase at prices based on fixed or collared contracts, or using other alternative pricing methods, pricing shall be at market terms as negotiated by the Parties.

For Summer Storage Refill:

For summer refill of leased storage, Buyer shall pay to Seller an amount based on averaging the seven summer monthly indices for the applicable supply area, and based upon presuming storage refill quantities to be equally split between the summer months.

Gas Sales And Portfolio Administration Agreement Appendix E Original Page No. 2

For Storage Withdrawals:

For quantities of storage withdrawals for which Buyer has previously paid for commodity, applicable storage withdrawal variable costs as identified below shall apply.

      System                         Applicable Monthly Indices
-------------------------------- ---------------------------------------------

ANR Pipeline Co.                 IF - ANR Pipeline Co. - Louisiana
-------------------------------- ---------------------------------------------

Columbia Gas Transmission        IF - Columbia Gas Transmission Corp. -
                                      Appalachia
-------------------------------- ---------------------------------------------

Columbia Gulf Transmission       IF - Columbia Gulf Transmission Corp. -
                                      Louisiana
-------------------------------- ---------------------------------------------

Panhandle Eastern Pipeline Co.   IF - Panhandle Eastern Pipeline Co. -Oklahoma
-------------------------------- ---------------------------------------------

Trunkline Gas Co.                IF - Trunkline Gas Co. -Louisiana
-------------------------------- ---------------------------------------------

Texas Gas Transmission           IF - Texas Gas Transmission - Zone SL
-------------------------------- ---------------------------------------------

Texas Gas Transmission           IF - Texas Gas Transmission - Zone 1
-------------------------------- ---------------------------------------------

PEPL                       Contract No.                       Contract Rate

ANR                        Contract No.                       Contract Rate

Texas Gas                  Contract No.                       Contract Rate

Texas Eastern              Contract No.                       Contract Rate

While Seller and Buyer agree that the identified tariff sheets and agreements are intended to be a complete listing of the applicable tariff sheets and applicable agreements, they further agree that the omission of the reference of one or more sheets or agreements from that list will not affect Buyer's obligation to Seller for rates, charges and costs incurred thereunder.

Amendment

Seller and Buyer Agree that this Appendix E may be amended as provided in this Agreement, which amendment ultimately will be memorialized in a revised Appendix E.

PROLIANCE ENERGY, LLC

By: /s/ Terry S. Peak
-------------------------
     Terry S. Peak
   Its:  Senior Vice President
   Trading and Gas Supply

VECTREN ENERGY DELIVERY OF OHIO

By:  /s/ Timothy M. Hewitt
  --------------------------
    Timothy M. Hewitt
    Interim President

Gas Sales And Portfolio Administration Agreement Appendix F Original Page No. 1

APPENDIX F - Portfolio Administration Service Fees

Portfolio Administration Service Fee

In each month of year one of the initial term of this Agreement, Buyer shall pay to Seller a fee equal to one-twelfth of $450,000, which shall be referred to as the "Base Year Amount". For purposes of this Appendix F, year one shall be the twelve-month period beginning October 1, 2000. In year two, the Base Year Amount shall be adjusted to reflect the annual effect of the application of the Consumer Price Index for the preceding year, minus a productivity factor of one percent, provided that, in no event shall the adjustment be a negative number. The Base Year Amount shall be similarly adjusted each year during the initial term of the Agreement, each annual adjustment being cumulative of all prior adjustments.

The Parties agree that in the event there occurs a material change in the circumstances which resulted in the execution of this Agreement, e.g., fundamental change in the natural gas market place or a significant change in the nature or extent of the services to be provided or received hereunder, and which materially impacts the portfolio administration service costs, the Parties will negotiate in good faith to account for that material change in the circumstances and to adjust the portfolio administration service fee accordingly.

Amendment

Seller and Buyer agree that this Appendix F may be amended from time to time by mutual agreement of the Parties, which ultimately will be memorialized in a revised Appendix F.

PROLIANCE ENERGY, LLC

By: /s/ Terry S. Peak
  -------------------------
     Terry S. Peak
   Its:  Senior Vice President
   Trading and Gas Supply

VECTRON ENERGY DELIVERY OF OHIO

By: /s/ Timothy M. Hewitt
  ---------------------------
     Timothy M. Hewitt
     Interim President

Gas Sales And Portfolio Administration
                                                Appendix G Original Page No. 1

                          APPENDIX G - Notices
---------------------------------       ------------------------------------

Invoice Information:
-------------------

Buyer:                                   Seller:
-----                                    -------

Vectren Energy Delivery of Ohio          J. Groth
Corporate Accounting                     ProLiance Energy, LLC
Attn:  Jeanne Walter                     111 Monument Circle, Suite 2200
1630 North Meridian Street               Indianapolis, IN 46204-5178
Indianapolis, IN 46202                   (317) 231-6800
(317) 321-0461
----------------------------------       -----------------------------------

Payments:
--------

Buyer:                                   Seller
-----                                    -------

National City Bank                       Bank One
For the Account of:                      For the Account of
   Vectren Energy Delivery of Ohio       ProLiance Energy, LLC
----------------------------------       -----------------------------------
Supply Plans/Operational/Force Majeure:

Buyer:                                    Seller:
-----                                     -------
Supply Plans                              Steve Miner
Chris Kershner                            (317) 231-6828
(317) 321-0583
----------------------------------        ----------------------------------

Operational                                Operational
-----------                                -----------
Randy Gary                                 Steve Miner
(317) 321-0507                             (317) 231-6828
----------------------------------         ---------------------------------

Gas Sales And Portfolio Administration
                                                 Appendix G Original Page No. 2
                              APPENDIX G - Notices
--------------------------------------         -------------------------------

Force Majeure                                  Force Majeure
-------------                                  -------------
Randy Gary (317) 321-0507                      Steve Miner
Frank Lindsey (317) 321-0334                   (317) 231-6828
Gas Controller on Duty (317) 321-0535          ProLiance Energy, LLC
Vectren Energy Delivery of Ohio                111 Monument Circle, Suite 2200
1630 North Meridian Street                     Indianapolis, IN 46204-5178
Indianapolis, IN 46202                         (317) 231-6800 (Telecopy)
(317) 321-0787 (Telecopy)
--------------------------------------         -------------------------------

All Other Notices:                             All Other Notices:

Buyer:                                         Seller:
-------                                        -------

Gas Control Department                         ProLiance Energy, LLC
Attn:  Randy Gary                              Attn:  John R. Talley
1630 North Meridian Street                     111 Monument Circle
Indianapolis, IN 46202                         Indianapolis, IN 46204-1578
--------------------------------------         -------------------------------

Amendment

Seller and Buyer agree that this Appendix H may be amended from time to time by mutual agreement of the Parties, which amendment ultimately will be memorialized in a revised Appendix H.

PROLIANCE ENERGY, LLC

By: /s/ Terry S. Peak
-----------------------------
     Terry S. Peak
   Its:  Senior Vice President
   Trading and Gas Supply

VECTREN ENERGY DELIVERY OF OHIO

By: /s/ Timothy M. Hewitt
  ---------------------------
      Timothy M. Hewitt
      Interim President

Gas Sales And Portfolio Administration Agreement Appendix H Original Page No. 1

APPENDIX H- Invoice/Payment Data

Invoice Date -      On or before the tenth (10th) day after the Contract Month.
Due Date -          Ten (10) days after receipt of invoice.
Payment Method -    By wire transfer to account specified on invoice.

Amendment

Seller and Buyer agree that this Appendix H may be amended from time to time by mutual agreement of the Parties, which amendment ultimately will be memorialized in a revised Appendix H.

PROLIANCE ENERGY, LLC

By: /s/ Terry S. Hewitt
  ----------------------------
     Terry s. Hewitt
   Its:  Senior Vice President
   Trading and Gas Supply

VECTREN ENERGY DELIVERY OF OHIO

By: /s/ Timothy M. Hewitt
  --------------------------
     Timothy M. Hewitt
     Interim President

EXHIBIT 10.32

VECTREN CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

                                TABLE OF CONTENTS


                                                                          Page

Purpose....................................................................1

ARTICLE 1 Definitions......................................................1
ARTICLE 2 Selection, Enrollment, Eligibility..............................10
   2.1    Selection.......................................................10
   2.2    Enrollment Requirements.........................................10
   2.3    Eligibility; Commencement of Participation......................10
   2.4    Termination of Participation and/or Deferrals...................10
ARTICLE 3 Deferral Commitments/Company Matching/Crediting
            /Taxes/Annual Contributions...................................11
   3.1    Minimum Deferrals...............................................11
   3.2    Maximum Deferral................................................11
   3.3    Elections.......................................................11
   3.4    Withholding of Annual Deferral Amounts..........................12
   3.5    Annual Company Matching Amount..................................12
   3.6    Annual Rollover Amount..........................................13
   3.7    (a) Restricted Stock Amount.....................................13
             (b) Stock Options............................................13
   3.8    Investment of Trust Assets......................................13
   3.9    Crediting/Debiting of Account Balances..........................13
   3.10   FICA and Other Taxes............................................16

   3.11   Vesting.........................................................17
   3.12   Distributions...................................................17
   3.13   Annual Company Contribution Amount..............................17
ARTICLE 4 Short-Term Payout; Unforeseeable Financial
            Emergencies; Withdrawal Election..............................17
   4.1    Short-Term Payout...............................................17
   4.2    Other Benefits Take Precedence Over Short-Term..................18
   4.3    Withdrawal Payout/Suspensions for Unforeseeable
            Financial Emergencies.........................................18
   4.4    Withdrawal Election.............................................18
ARTICLE 5 Retirement Benefit..............................................18
   5.1    Retirement Benefit..............................................18
   5.2    Payment of Retirement Benefit...................................19
   5.3    Death Prior to Completion of Retirement Benefit.................19
ARTICLE 6 Pre-Retirement Survivor Benefit.................................19
   6.1    Pre-Retirement Survivor Benefit.................................19
   6.2    Payment of Pre-Retirement Survivor Benefit......................19
ARTICLE 7 Termination Benefit.............................................20
   7.1    Termination Benefit.............................................20
   7.2    Payment of Termination Benefit..................................20
ARTICLE 8 Beneficiary Designation.........................................20
   8.1    Beneficiary.....................................................20
   8.2    Beneficiary Designation; Change.................................20
   8.3    Acknowledgment..................................................20
   8.4    No Beneficiary Designation......................................20
   8.5    Doubt as to Beneficiary.........................................21
   8.6    Discharge of Obligations........................................21
ARTICLE 9 Leave of Absence................................................21
   9.1    Paid Leave of Absence...........................................21
   9.2    Unpaid Leave of Absence.........................................21
ARTICLE 10 Termination, Amendment or Modification.........................21
   10.1   Termination.....................................................21
   10.2   Amendment.......................................................22
   10.3   Plan Agreement..................................................22
   10.4   Effect of Payment...............................................22
ARTICLE 11 Administration.................................................23
   11.1   Committee Duties................................................23
   11.2   Administration Upon Change In Control...........................23
   11.3   Agents..........................................................23
   11.4   Binding Effect of Decisions.....................................23
   11.5   Indemnity of Committee..........................................24
   11.6   Employer Information............................................24
ARTICLE 12 Other Benefits and Agreements..................................24
   12.1   Coordination with Other Benefits................................24
ARTICLE 13 Claims Procedures..............................................24
   13.1   Presentation of Claim...........................................24
   13.2   Notification of Decision........................................24
   13.3   Review of a Denied Claim........................................25
   13.4   Decision on Review..............................................25
   13.5   Legal Action....................................................25
ARTICLE 14 Trust..........................................................25
   14.1   Establishment of the Trust......................................25
   14.2   Interrelationship of the Plan and the Trust.....................26
   14.3   Distributions From the Trust....................................26
ARTICLE 15 Miscellaneous..................................................26
   15.1   Status of Plan..................................................26
   15.2   Unsecured General Creditor......................................26
   15.3   Employer's Liability............................................26
   15.4   Nonassignability................................................26
   15.5   Not a Contract of Employment....................................27
   15.6   Furnishing Information..........................................27
   15.7   Terms...........................................................27
   15.8   Captions........................................................27
   15.9   Governing Law...................................................27
   15.10  Notice..........................................................27
   15.11  Successors......................................................28
   15.12  Validity........................................................28
   15.13  Incompetent.....................................................28
   15.14  Court Order.....................................................28
   15.15  Distribution in the Event of Taxation...........................28
   15.16  Insurance.......................................................29
   15.17  Legal Fees To Enforce Rights After Change
           in Control.....................................................29
---------------------

VECTREN CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

Pursuant to rights reserved under Section 10.2 of the Indiana Energy, Inc. Nonqualified Deferred Compensation Plan (the "Plan"), Vectren Corporation renames the Plan and amends and completely restates the Plan, effective as of January 1, 2001, as follows:

Purpose The purpose of this Plan (as defined below) is to provide specified benefits to a select group of Employees (as defined below) and Directors (as defined below) who contribute materially to the continued growth, development and future business success of Vectren Corporation, an Indiana corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA (as defined below).

ARTICLE 1
Definitions

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 "Account Balance" shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) vested Company Restoration Account balance, (iii) the vested Rollover Account balance, (iv) the Restricted Stock Account balance and (v) the Stock Option Gain Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2 "Annual Bonus" shall mean any compensation, in addition to Base Annual Salary relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, payable to a Participant as an Employee under any Employer's annual bonus and cash incentive plans, excluding stock options and restricted stock.

1.3 "Annual Company Contribution Amount" for any one Plan Year shall mean the amount determined in accordance with Section 3.13.

1.4 "Annual Company Matching Amount" for any one Plan Year shall mean the amount determined in accordance with Section 3.5.

1.5 "Annual Deferral Amount" shall mean that portion of a Participant's Base Annual Salary, Annual Bonus and/or Directors Fees that a Participant elects to have, and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant's Retirement, death or Termination of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.6 "Annual Installment Method" shall mean an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated in the following manner: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance, calculated as described in this definition. Each annual installment shall be paid on or as soon as practicable after the last business day of the applicable year.

1.7 "Annual Restricted Stock Amount" shall mean, with respect to a Participant for any one Plan Year, the value of unvested restricted stock under any Company stock incentive plan, deferred in accordance with Section 3.7 of this Plan.

1.8 "Annual Rollover Amount" shall mean, with respect to any one Participant for any one Plan Year, the amount determined in accordance with Section 3.6 of this Plan.

1.9 "At-Risk Bonus" shall mean any bonus under the Vectren At-Risk Plan payable to a Participant as an Employee under the Vectren At-Risk Plan annual bonus and cash incentive plans, excluding stock options and restricted stock.

1.10 "At-Risk Bonus Deferral Amount" shall mean the value of any long term incentive payment (other than Restricted Stock, incentive stock options or Stock Options) earned under the Vectren At-Risk Plan or other Vectren plans and deferred in accordance with Section 3.7 of this Plan.

1.11 "Base Annual Salary" shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, restricted stock, incentive payments, non-monetary awards, directors fees and other fees and allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee's gross income); provided, however, that for all purposes other than determining the amount of a Participant's Annual Company Matching Amount under Section 3.5, Base Annual Salary shall also include compensation due to a Participant resulting from a Change in Control (which occurs after the Plan Year during which the deferral election for such compensation is due under Section 3.3(b) and which Change in Control compensation shall include termination or severance benefits and special relocation allowances or payments). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under Code Sections 125, 402(e)(3) or
402(h), pursuant to plans established by any Employer; provided, however,

that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

1.12 "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 8, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.13 "Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.14 "Board" shall mean the Board of Directors of the Company.

1.15 "Change in Control" shall mean:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute an acquisition of control: (iii) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (iv) any acquisition by the Company, (v) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (vi) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this paragraph are satisfied;

(b) Individuals who, as of January 1, 2001, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) Consummation of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation,
(i) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan or related trust of the Company, any Company subsidiary or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, twenty percent (20%) or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;

(d) Consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition (1) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding the Company and any employee benefit plan or related trust of the Company, any Company subsidiary or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, twenty percent (20%) or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively,

the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (3) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company; or

(e) The closing, as defined in the documents relating to, or as evidenced by a certificate of any state or federal governmental authority in connection with, a transaction approval of which by the shareholders of the Company would constitute an "Change in Control" under subsection (c) or (d) of this Section.

Notwithstanding anything contained in this Plan to the contrary, if a Participant's employment is terminated before a "Change in Control" as defined in this Section and the Participant reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a "Change in Control" and who effectuates a "Change in Control" (a "Third Party") or (ii) otherwise occurred in connection with, or in anticipation of, a "Change in Control" which actually occurs, then for all purposes of this Plan, the date of a "Change in Control" with respect to the Participant shall mean the date immediately prior to the date of such termination of the Participant's employment. Also, notwithstanding anything contained in this Plan to the contrary, consummation of the Agreement and Plan of Merger, dated as of June 11, 1999 and among the Company, SIGCORP, Inc. and Vectren Corporation shall not be deemed a Change in Control for purposes of Section 11.2 of this Plan.

1.16 "Claimant" shall have the meaning set forth in Section 13.1.

1.17 "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.18 "Committee" shall mean the committee described in Article 11.

1.19 "Company" shall mean Vectren Corporation, an Indiana corporation, and any successor to all or substantially all of the Company's assets or business.

1.20 "Company Restoration Account" shall mean (i) the sum of all of a Participant's Annual Company Matching Amounts and Annual Company Contribution Amounts, plus (ii) amounts credited or debited in accordance with all the applicable crediting/debiting provisions of this Plan that relate to the Participant's Company Restoration Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Company Restoration Account.

1.21 "Deduction Limitation" shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are "subject to the Deduction Limitation" under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to

a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.10 below, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant's death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Code Section 162(m), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.

1.22 "Deferral Account" shall mean (i) the sum of all of a Participant's Annual Deferral Amounts and At-Risk Bonus Deferral Amounts, plus (ii) amounts credited or debited in accordance with all the applicable crediting/debiting provisions of this Plan that relate to the Participant's Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Deferral Account.

1.23 "Director" shall mean any member of the Board of Directors of any Employer.

1.24 "Directors Fees" shall mean the annual fees paid by any Employer, including retainer fees and meetings fees, as compensation for serving on the Board.

1.25 "Election Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.26 "Employee" shall mean a person who is an employee of any Employer, and may include, where the context requires, a Director.

1.27 "Employer(s)" shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

1.28 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.29 "First Plan Year" shall mean the period beginning January 1, 1999 and ending December 31, 1999.

1.30 "401(k) Plan" shall be the Vectren Corporation Retirement Savings Plan, as now in effect and as amended from time to time.

1.31 "401(k) Plan Compensation" shall mean an amount equal to the total salary inclusive of bonuses, inclusive of incentive pay and inclusive of elective deferrals by such Participant to the 401(k) Plan and to any non-qualified deferred compensation plan maintained by the Employers and inclusive of salary reductions elected by such Participant to a plan maintained by the Employers under Section 125 of the Code but exclusive of awards made under the Restricted Stock Plans and exclusive of distributions under the 401(k) Plan and this Plan; provided, however, that a Participant's 401(k) Plan Compensation shall be determined without regard to limits imposed by Code
Section 401(a)(17) or any other applicable Code provision limiting compensation.

1.32 "Participant" shall mean any Employee or Director (i) who is selected to participate in the Plan by the Committee or by the Chief Executive Officer of the Company, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) who commences participation in the Plan, and (v) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an Account Balance under the Plan, even if he or she has an interest in the Participant's benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.33 "Plan" shall mean this Vectren Corporation Nonqualified Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.34 "Plan Agreement" shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant's Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

1.35 "Plan Year" shall, except for the First Plan Year, mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.36 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in Article 6.

1.37 "Prior Plans" shall mean Indiana Energy, Inc. Directors Compensation Deferral Plan and Indiana Energy, Inc. Executive Compensation Deferral Plan, which plans were in effect on December 31, 1998 and which plans were merged into this Plan on January 1, 1999; provided, however, that the distribution and investment options elected by a Participant in the Prior Plans shall carry forward into this Plan unless the Participant elects to opt into the applicable provisions of this Plan; provided, further, that the provisions of the Prior Plans are hereby incorporated herein by reference.

1.38 "Restricted Stock" shall mean unvested shares of restricted stock awarded to the Participant under the Restricted Stock Plans.

1.39 "Restricted Stock Account" shall mean (i) the sum of the Participant's Annual Restricted Stock Amounts, plus (ii) amounts credited or debited in accordance with all the applicable crediting/debiting provisions of this Plan that relate to the Participant's Restricted Stock Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Restricted Stock Account.

1.40 "Restricted Stock Amount" shall mean, for any grant of Restricted Stock, the amount of such Restricted Stock deferred in accordance with Section 3.7 of this Plan, calculated using the closing price of Stock as of the end of the trading day coinciding or closest after the date such Restricted Stock would otherwise vest, but for the election to defer.

1.41 "Restricted Stock Plans" shall mean the Vectren Corporation Executive Restricted Stock Plan, Vectren Corporation Directors Restricted Stock Plan and Vectren At-Risk Plan.

1.42 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an Employee, severance from employment from all Employers for any reason other than a leave of absence or death on or after reaching at least age fifty-five (55) and completing at least ten (10) years of service (as determined under the Company's tax qualified defined benefit plan); provided, however, that Retirement, as defined in this Section, shall not include cessation of employment prior to the age of 65 due or related to the Agreement and Plan of Merger, dated as of June 11, 1999, among Company, SIGCORP, Inc. and Vectren Corporation (the "Vectren Transaction"), for purposes of Annual Deferral Amounts to be deferred in or subsequent to January, 2000; provided, further, that an Employee whose employment is terminated within the eighteen (18) month period following a Change in Control shall be deemed to have Retired under this Plan notwithstanding the Employee's age or years of service with the Employers. The above terms shall mean with respect to a Director who is not an Employee, severance of all of his or her directorships with all Employers, which may occur at any time or may be determined to have occurred in the sole discretion of the Committee. If a Participant is both an Employee and a Director, Retirement shall not occur until he or she Retires as both an Employee and a Director, which Retirement shall be deemed to be a Retirement as a Director; provided, however, that such a Participant may elect, at least three years prior to Retirement and in accordance with the policies and procedures established by the Committee, to Retire for purposes of this Plan at the time he or she Retires as an Employee, which Retirement shall be deemed to be a Retirement as an Employee.

1.43 "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.44 "Rollover Account" shall mean (i) the sum of the Participant's Annual Rollover Stock Amounts, plus (ii) amounts credited or debited in accordance with all the applicable crediting/debiting provisions of this Plan that relate to the Participant's Rollover Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Rollover Account.

1.45 "Rollover Amount" shall mean an amount transferred to a Participant's Account Balance from another nonqualified plan of the Company (including the Prior Plans), as permitted in the sole discretion of the Committee, as provided in Section 3.6. Except for transfers from the Prior Plans, any elections made by the Participant with regard to his or her benefit under any other plan shall be null and void.

1.46 "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.47 "Stock" shall mean Company common stock, without par value, or any other equity securities of the Company designated by the Committee.

1.48 "Stock Option" shall mean any non-qualified stock option granted to a Participant under the Vectren At-Risk Plan.

1.49 "Stock Option Gain Account" shall mean (i) a bookkeeping account consisting of a number of shares of Stock resulting from the exercise of Stock Options, the value of which is deferred under this Plan in accordance with
Section 3.3(d), plus (ii) amounts credited or debited in accordance with all the applicable crediting/debiting provisions of this Plan that relate to the Participant's Stock Option Gain Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Stock Option Gain Account. No actual shares of Stock shall be held as part of a Participant's Stock Option Gain Account.

1.50 "Termination Benefit" shall mean the benefit set forth in Article 7.

1.51 "Termination of Employment" shall mean the severing of employment with all Employers, or service as a Director of all Employers, voluntarily or involuntarily, for any reason other than Retirement, death or an authorized leave of absence. If a Participant is both an Employee and a Director, a Termination of Employment shall occur only upon the termination of the last position held; provided, however, that such a Participant may elect, at least three years before Termination of Employment and in accordance with the policies and procedures established by the Committee, to be treated for purposes of this Plan as having experienced a Termination of Employment at the time he or she ceases employment with an Employer as an Employee.

1.52 "Trust" shall mean one or more trusts which may be established as a grantor trust under the Code which may function as a source of payments hereunder unless the Employer becomes insolvent.

1.53 "Unforeseeable Financial Emergency" shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) the sudden and unexpected disability of the Participant or a dependent of the Participant, (ii) a loss of the Participant's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.54 "Vectren At-Risk Plan" shall mean the Vectren Corporation At-Risk Compensation Plan as now in effect or as amended from time to time.

ARTICLE 2
Selection, Enrollment, Eligibility

2.1 Selection. Participation in the Plan shall be limited to a select group of management and highly compensated Employees and Directors of the Employers, as determined by the Committee or by the Chief Executive Officer of the Company.

2.2 Enrollment Requirements. As a condition to participation, each selected Employee or Director shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, all within 30 days or such shorter time period established by the Committee, after he or she is selected to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3 Eligibility; Commencement of Participation. Provided an Employee or Director selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee or Director shall commence participation in the Plan on the first day of the month following the month in which the Employee or Director completes all enrollment requirements. If an Employee or a Director fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee or Director shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents. Notwithstanding anything contained herein to the contrary, a Participant shall be automatically eligible for the allocations of Annual Company Contributions Amounts under Section 3.13.

2.4 Termination of Participation and/or Deferrals. If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant's membership status changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant's then Account Balance as a Termination Benefit and terminate the Participant's participation in the Plan.

ARTICLE 3
Deferral Commitments/Company Matching/Crediting/Taxes/Annual Contributions

3.1 Minimum Deferrals.

(a) Base Annual Salary, Annual Bonus, At-Risk Bonus and Directors Fees. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary, Annual Bonus or At-Risk Bonus in the minimum combined amount of $5,000. If an election is made for less than the stated minimum combined amount, or if no election is made, the amount deferred shall be zero. There is no minimum amount of deferrals for Directors Fees.

(b) Short Plan Year for Base Annual Salary and Annual Bonus. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the minimum combined amount of Base Annual Salary and Annual Bonus deferred shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

(c) Stock Amount. There is no minimum amount of deferral for Restricted Stock or Stock Option.

3.2 Maximum Deferral.

(a) Base Annual Salary, Annual Bonus, At-Risk Bonus and Directors Fees. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary, Annual Bonus, At-Risk Bonus and/or Directors Fees up to one hundred percent (100%) for each deferral elected.

(b) Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, the maximum Annual Deferral Amount, with respect to Base Annual Salary, Annual Bonus and Directors Fees shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance.

(c) Stock Amounts. A Participant may elect to defer up to one hundred percent (100%) of his or her Restricted Stock or Stock Option gains; provided, however, that deferrals of a Participant's Restricted Stock or Stock Option gains shall only be permitted to the extent the applicable Restricted Stock Plan permits such a deferral.

3.3 Elections.

(a) First Plan Year. In connection with a Participant's commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences

participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b) Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, a new Election Form. If no such Election Form is timely delivered for a Plan Year, each of the Annual Deferral Amount, At-Risk Bonus Deferral Amount, Annual Company Matching Amount and Annual Rollover Amount shall be zero for that Plan Year. The Committee shall have complete and full discretion as to manner in which the election is made and as to the design of the Election Form.

(c) Restricted Stock. For an election to defer Restricted Stock Amounts to be valid: (i) a separate irrevocable Election Form must be completed and signed by the Participant, with respect to such Restricted Stock; and, (ii) except for the first Plan Year, such Election Form must be timely delivered to the Committee and accepted by the Committee before the last calendar day of the Plan Year immediately preceding the Plan Year during which the Restricted Stock vests.

(d) Stock Options. For an election to defer Stock Options to be valid: (i) a separate Election Form must be completed and signed by the Participant with respect to such Stock Option and such election shall be irrevocable until the first Plan Year beginning at least six (6) calendar months after the date on which the deferral election is made;
(ii) the Participant must deliver to the Committee shares of Stock by physical delivery or attestation which have been held by the Participant for at least six (6) months with a fair market value (as determined in accordance with the applicable Restricted Stock Plan) equal to the exercise price of the Stock Option; and (iii) such Election Form must be timely delivered to the Committee at least six
(6) calendar months prior to the date on which the Stock Option is exercised or, if earlier, the last day of the calendar year completed prior to the date on which the Stock Option is exercised.

3.4 Withholding of Annual Deferral Amounts. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary. The Annual Bonus and/or Directors Fees portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus or Directors Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

3.5 Annual Company Matching Amount. A Participant's Annual Company Matching Amount for any Plan Year shall be equal to three percent (3%) of the Participant's 401(k) Plan Compensation for such Plan Year, reduced by the amount of any matching contributions made to the 401(k) Plan on his or her

behalf for the Plan Year of the 401(k) Plan that corresponds to the Plan Year; provided, however, that effective for Plan Years beginning after December 31, 2001, a Participant shall only be entitled to Annual Company Matching Amounts in a Plan Year if his or her aggregate salary reductions under the 401(k) Plan and his or her Annual Deferral Amounts equal six percent (6%) of his 401(k) Plan Compensation. If a Participant is not employed by an Employer, or is no longer providing services as a Director, as of the last business day of a Plan Year other than by reason of his or her Retirement or death, the Annual Company Matching Amount for such Plan Year shall be zero. In the event of Retirement or death, a Participant shall be credited with the Annual Company Matching Amount for the Plan Year in which he or she Retires or dies.

3.6 Annual Rollover Amount. Subject to any terms and conditions imposed by the Committee, for any Plan Year, a Participant may elect to roll over an amount from any nonqualified plan of the Company, including from any predecessor nonqualified plan to the Plan, as permitted in the sole discretion of the Committee (each such amount, an "Annual Rollover Amount"). Distribution and crediting and debiting of the Annual Rollover Amount shall be governed by the terms and conditions of the Plan, and any elections made by the Participant with regard to his or her benefit under any other plan shall be null and void. Notwithstanding anything contained herein to the contrary, amounts transferred from the Prior Plans shall be subject to the distribution and investment provisions set forth in the Prior Plans unless the Participant elects for the provisions of this Plan to apply.

3.7  (a)  Restricted Stock Amount. Subject to any terms and conditions imposed
          by the Committee, a Participant may elect to defer, under the Plan, a
          Restricted Stock Amount. A Restricted Stock Amount shall be credited
          (or debited) to the Participant on the books of the Employer in
          connection with such an election at the time the Restricted Stock
          would otherwise vest under the terms of the applicable Restricted
          Stock Plan, but for the election to defer. An Annual Restricted Stock
          Amount shall consist of all Restricted Stock Amounts deferred pursuant
          to this Section 3.7 in any one Plan Year.

     (b)  Stock Options. Subject to any terms and conditions imposed by the
          Committee, a Participant may elect to defer, under the Plan, an amount
          equal to the shares resulting from exercise of a Stock Option with
          mature shares of Stock. The Participant's Stock Option Gain Account
          shall be credited to the Participant on the books of the Employer in
          connection with such an election at the time the related Stock Option
          is exercised.

3.8 Investment of Trust Assets. If a Trust is established, the Trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable Trust Agreement, including the disposition of Stock and reinvestment of the proceeds in one or more investment vehicles designated by the Committee.

3.9 Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the

Committee, in its sole discretion, amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules:

(a) Election of Measurement Funds. Except as otherwise provided below and in Section 3.9(f) below, a Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.9(c) below) to be used to determine the additional amounts to be credited to his or her Account Balance for each day in which the Participant commences participation in the Plan and continuing thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the next sentence. Commencing with the first day that follows the Participant's commencement of participation in the Plan and continuing thereafter for each subsequent day in which the Participant participates in the Plan, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply to the next day and continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. Notwithstanding anything contained herein to the contrary, a Participant's Stock Option Gain Account shall at all times be credited to the Stock Measurement Fund at any time a Stock Measurement Fund is made available by the Committee.

(b) Proportionate Allocation. In making any election described in Section 3.9(a) above, the Participant shall specify on the Election Form, in increments of five percentage points (5%), the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Account Balance).

(c) Measurement Funds. The Committee shall select one or more measurement funds ("Measurement Funds") which can be selected by the Participants for purposes of determining adjustments to their Account Balance, both positive and negative. The Measurement Funds made available shall be communicated to the Participants by the Committee.

As necessary, the Committee may, in its sole discretion, discontinue, substitute, add or limit access to a Measurement Fund. Each such action will take effect within thirty (30) days of the day upon which the Committee gives Participants advance written notice of such change.

(d) Crediting or Debiting Method. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves. A Participant's Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant, as determined by

the Committee in its sole discretion, as though (i) a Participant's Account Balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such day, at the closing price on such day or, if not available, the most recently available closing price; (ii) the portion of the Annual Deferral Amount that was actually was invested in the Measurement Fund(s) selected by the Participant, no later than the close of business on the third business day after the day on which such amounts are actually deferred from the Participant's Base Annual Salary through reductions in his or her payroll or Directors Fees payments, as the case may be, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant's Account Balance ceased being invested in the Measurement Fund(s), no earlier than three business days prior to the distribution, at the closing price and in the percentages applicable on such date. The Participant's Annual Company Matching Amount shall be credited to his or her Company Restoration Account for purposes of this Section 3.9(d) as of the close of business on the first business day in February of the Plan Year following the Plan Year to which it relates. The Participant's Rollover Amount(s) shall be credited to his or her Rollover Account for purposes of this Section 3.9(d) no later than the close of business on the third business day after the day on which the Rollover Amount(s) were credited to the Participant's Rollover Account. The Participant's Annual Restricted Stock Amount(s) shall be credited to his or her Restricted Stock Account for purposes of this
Section 3.9(d) no later than the close of business on the third business day after the day on which the Restricted Stock became vested or otherwise disposed of. The Participant's Stock Option Gain Account shall be credited for purposes of this Section 3.9(d) no later than the close of business on the third business day after the day on which the Stock Option to which the credit relates was exercised.

(e) No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Fund, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

(f) Special Rules for Company Stock. If one of the Measurement Funds selected by the Committee is a Company Stock fund, a Participant whose Account Balance includes amounts credited to the Company Stock Measurement Fund shall be provided the opportunity to elect to receive the amount, less applicable withholding, that he would have received

in dividends had the Participant held shares of Company Stock equal to his proportionate share of the Company Stock Measurement Fund. In order to receive this cash option, a Participant shall be required to make an irrevocable election prior to the beginning of the Plan Year during which the cash dividend would have been paid had the Participant held shares of Company Stock equal to the amount of shares credited for bookkeeping purposes under the Company Stock Measurement Fund.

3.10 FICA and Other Taxes.

(a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Annual Salary, Annual Bonus and/or Directors Fees, and Restricted Stock that is not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment or, if applicable, income taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.10.

(b) Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Company Restoration Account, the Participant's Employer(s) shall withhold from the Participant's Base Annual Salary, Annual Bonus, At-Risk Bonus Deferral Amounts and/or Directors Fees and Restricted Stock that is not deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant's Company Restoration Account in order to comply with this Section 3.10.

(c) Rollover Amounts. When a Participant becomes vested in a portion of his or her Rollover Account, the Participant's Employer(s) shall withhold from the Participant's Base Annual Salary, Annual Bonus, and/or Directors Fees, and Restricted Stock that is not deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant's Rollover Account in order to comply with this Section 3.10.

(d) Annual Restricted Stock and Stock Option Amounts. For each Plan Year in which Annual Restricted Stock or amounts relating to Stock Option gains deferred under this Plan is being first deferred by a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Annual Salary, Annual Bonus, and/or Directors Fees, and Rollover Amounts and Restricted Stock that is not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment or, if applicable, income taxes on such Annual Restricted Stock Amount or Stock Option gain, whichever is applicable. If necessary, the Committee may reduce the Annual Restricted Stock Amount or Stock Option Gain Account, whichever is applicable, in order to comply with this Section 3.10.

3.11 Vesting. A Participant shall be vested in his or her Deferral Account, Restricted Stock Amounts, and Stock Option Gain Account balance at all times. A Participant shall at all times be vested in his or her Company Restoration Account to the same extent he or she is vested in the employer match provided under the 401(k) Plan. A Participant shall at all times be vested in his or her Rollover Account to the extent he or she is or would be vested in the accounts under the terms of the plans from which such Rollover Amounts are derived.

3.12 Distributions. The Participant's Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

3.13 Annual Company Contribution Amount. A Participant's Annual Company Contribution Amount shall be an amount equal to three percent (3%) of a Participant's 401(k) Plan Compensation, reduced by the amount of annual Company contributions, other than matching contributions, made on his behalf to the 401(k) Plan; provided, however, that a Participant who is a Transitional SIGECo Member or Transitional VEDO Member under the Company tax-qualified defined benefit plan shall not be eligible for the Annual Company Contribution Amount. Notwithstanding anything contained in this Plan to the contrary, an additional Annual Company Contribution shall be made on behalf of Thomas J. Zabor and Ronald G. Jochum in an amount equal to five percent (5%) for Zabor and six and one-half percent (6.5%) for Jochum of Zabor's and Jochum's respective 401(k) Plan Compensation during their period of Plan participation; provided, however, that this special contribution shall be made retroactively for the 2000 Plan Year with interest accruing at the rate of eight percent (8%) from December 31, 2000 through the date on which the amount is allocated to their Company Restoration Contribution Accounts. The Annual Company Contribution Amount of a Participant who does not have in effect an investment election under
Section 3.9(a) shall be invested in the Company Stock Fund, if there is such a fund, and, if there is not such a fund, in a default fund determined by the Committee.

ARTICLE 4
Short-Term Payout; Unforeseeable Financial Emergencies;Withdrawal Election

4.1 Short-Term Payout. In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive a future "Short-Term Payout" from the Plan with respect to such Annual Deferral Amount, plus earnings (or less losses) thereon. Subject to the Deduction Limitation, the Short-Term Payout shall be a lump sum payment in an amount that is equal to the Annual Deferral Amount, plus amounts credited or debited in the manner provided in Section 3.9 above on that amount, determined at the time that the Short-Term Payout becomes payable (rather than the date of a Termination of Employment). Subject to the Deduction Limitation and the other terms and conditions of this Plan, each Short-Term Payout elected shall be paid out during a 60 day period commencing immediately after the last day of any Plan Year designated by the Participant that is at least three Plan Years after the Plan Year in which the Annual Deferral Amount is actually deferred. By way of example, if a

three year Short-Term Payout is elected for Annual Deferral Amounts that are deferred in the Plan Year commencing January 1, 1999, the three year Short-Term Payout would become payable during a 60 day period commencing January 1, 2003.

4.2 Other Benefits Take Precedence Over Short-Term. Should an event occur that triggers a benefit under Article 5, 6, or 7, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a Short-Term Payout election under Section 4.1 shall not be paid in accordance with
Section 4.1 but shall be paid in accordance with the other applicable Article.

4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to (i) suspend any deferrals required to be made by a Participant and/or (ii) receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the Participant's Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If, subject to the sole discretion of the Committee, the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within 60 days of the date of approval. The payment of any amount under this Section 4.3 shall not be subject to the Deduction Limitation.

4.4 Withdrawal Election. A Participant (or, after a Participant's death, his or her Beneficiary) may elect, at any time, to withdraw all of his or her Account Balance, calculated as if there had occurred a Termination of Employment as of the day of the election, less a withdrawal penalty equal to ten percent (10%) of such amount (the net amount shall be referred to as the "Withdrawal Amount"). This election can be made at any time, before or after Retirement, death or Termination of Employment, and whether or not the Participant (or Beneficiary) is in the process of being paid pursuant to an installment payment schedule. If made before Retirement, or death, a Participant's Withdrawal Amount shall be his or her Account Balance calculated as if there had occurred a Termination of Employment as of the day of the election. No partial withdrawals of the Withdrawal Amount shall be allowed. The Participant (or his or her Beneficiary) shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The Participant (or his or her Beneficiary) shall be paid the Withdrawal Amount within 60 days of his or her election. Once the Withdrawal Amount is paid, the Participant's participation in the Plan shall terminate and the Participant shall not be eligible to participate in the Plan for the remainder of that Plan Year and the next two full Plan Years. The payment of this Withdrawal Amount shall not be subject to the Deduction Limitation.

ARTICLE 5
Retirement Benefit

5.1 Retirement Benefit. Subject to the Deduction Limitation, a Participant who Retires shall receive, as a Retirement Benefit, his or her Account Balance.

5.2 Payment of Retirement Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form

to receive the Retirement Benefit in a lump sum or, if he or she so elects, pursuant to an Annual Installment Method of 5, 10 or 15 years. The Participant may annually change his or her election to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least 3 years prior to the Participant's Retirement and is accepted by the Committee in its sole discretion. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the last day of the Plan Year which the Participant Retires. Notwithstanding anything contained in this Plan to the contrary, the Participant may make a separate election as to the manner in which his or her Retirement Benefit shall be paid following a Change in Control.

5.3 Death Prior to Completion of Retirement Benefit. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant's unpaid Retirement Benefit payments shall continue and shall be paid to the Participant's Beneficiary (a) over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (b) in a lump sum, if requested by the Beneficiary and allowed in the sole discretion of the Committee, that is equal to the Participant's unpaid remaining Account Balance. Notwithstanding the foregoing, if the Participant's Account Balance at the time of his or her death after his or her Retirement is $35,000 or less, then the Committee may pay the proceeds to the Participant's Beneficiary in a lump sum.

ARTICLE 6
Pre-Retirement Survivor Benefit

6.1 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant's Account Balance if the Participant dies before he or she Retires or experiences a Termination of Employment.

6.2 Payment of Pre-Retirement Survivor Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form whether the Pre-Retirement Survivor Benefit shall be received by his or her Beneficiary in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years. The Participant may annually change this election to an allowable alternative payout period by submitting a new Election Form to the Committee, which form must be accepted by the Committee in its sole discretion. The Election Form most recently accepted by the Committee prior to the Participant's death shall govern the payout of the Participant's Pre-Retirement Survivor Benefit. If a Participant does not make any election with respect to the payment of the Pre-Retirement Survivor Benefit, then such benefit shall be paid in a lump sum. Despite the foregoing, if the Participant's Account Balance at the time of his or her death is less than $35,000, payment of the Pre-Retirement Survivor Benefit may be made, in the sole discretion of the Committee, in a lump sum. Any payment made shall be subject to the Deduction Limitation.

ARTICLE 7
Termination Benefit

7.1 Termination Benefit. Subject to the Deduction Limitation, the Participant shall receive a Termination Benefit, which shall be equal to the Participant's Account Balance if a Participant experiences a Termination of Employment prior to his or her Retirement or death.

7.2 Payment of Termination Benefit. Payment of his or her Termination Benefit shall be paid in a lump sum as soon as practicable after the Participant's Termination of Employment; provided, however, that if the Participant's Termination of Employment occurs prior to a Change in Control, the Committee, in its complete and sole discretion, may elect to pay the Termination Benefit pursuant to an Annual Installment Method of 5, 10 or 15 years rather than in a lump sum. Any payment made shall be subject to the Deduction Limitation. Notwithstanding anything contained in this Plan to the contrary, the Participant may make a separate election as to the manner in which his or her Termination Benefit shall be paid following a Change in Control.

ARTICLE 8
Beneficiary Designation

8.1 Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

8.2 Beneficiary Designation; Change. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

8.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

8.4 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 8.1, 8.2 and 8.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate.

8.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction.

8.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits.

ARTICLE 9
Leave of Absence

9.1 Paid Leave of Absence. If a Participant is authorized by the Participant's Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.

9.2 Unpaid Leave of Absence. If a Participant is authorized by the Participant's Employer for any reason to take an unpaid leave of absence from the employment of the Employer, including during any period of the Participant's disability, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for that Plan Year, no deferral shall be withheld.

ARTICLE 10
Termination, Amendment or Modification

10.1 Termination. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan at any time with respect to any or all of its participating Employees and Directors, by action of its board of directors. Upon the termination of the Plan with respect to any Employer, the Plan Agreements of the affected Participants who are employed by that Employer, or in the service of that Employer as Directors, shall terminate and their Account Balances, determined as if they had experienced a Termination of Employment on the date of Plan termination or, if Plan termination occurs after the date upon which a Participant was eligible to Retire, then with respect to that Participant as if he or she had Retired on the date of Plan termination, shall be paid to the Participants as follows: Prior to a Change in Control, if the Plan is terminated with respect to all of its Participants, an Employer shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum or pursuant to an Annual Installment Method of up to 15 years, with amounts credited and debited during the installment period as provided herein. If the Plan is terminated with respect to less than all of its Participants, an Employer shall be required to pay such benefits in a lump sum. After a Change in

Control, the Employer shall be required to pay such benefits in a lump sum. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination; provided however, that the Employer shall have the right to accelerate installment payments without a premium or prepayment penalty by paying the Account Balance in a lump sum or pursuant to an Annual Installment Method using fewer years (provided that the present value of all payments that will have been received by a Participant at any given point of time under the different payment schedule shall equal or exceed the present value of all payments that would have been received at that point in time under the original payment schedule).

10.2 Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer by the action of its board of directors; provided, however, that: (i) no amendment or modification shall be effective to decrease or restrict the value of a Participant's Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification or, if the amendment or modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date of the amendment or modification, and (ii) no amendment or modification of this Section 10.2 or Section 11.2 of the Plan shall be effective. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification; provided, however, that the Employer shall have the right to accelerate installment payments by paying the Account Balance in a lump sum or pursuant to an Annual Installment Method using fewer years (provided that the present value of all payments that will have been received by a Participant at any given point of time under the different payment schedule shall equal or exceed the present value of all payments that would have been received at that point in time under the original payment schedule).

10.3 Plan Agreement. Despite the provisions of Sections 10.1 and 10.2 above, if a Participant's Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the consent of the Participant.

10.4 Effect of Payment. The full payment of the applicable benefit under Articles 4, 5, 6, or 7 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan and the Participant's Plan Agreement shall terminate.

ARTICLE 11
Administration

11.1 Committee Duties. Except as otherwise provided in this Article 11, this Plan shall be administered by the Compensation Committee of the Board. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

11.2 Administration Upon Change In Control. For purposes of this Plan, the Committee shall be the "Administrator" at all times prior to the occurrence of a Change in Control. Upon and after the occurrence of a Change in Control, the "Administrator" shall be an independent third party selected and approved by the individual who, immediately prior to such event, was the Company's Chief Executive Officer or, if not so identified, the Company's highest ranking officer (the "Ex-CEO"). The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan including, but not limited to benefit entitlement determinations; provided, however, upon and after the occurrence of a Change in Control, the Administrator shall have no power to direct the investment of Plan assets or select any investment manager or custodial firm for the Plan. Upon and after the occurrence of a Change in Control, the Company must: (1) pay all reasonable administrative expenses and fees of the Administrator;
(2) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney's fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (3) supply full and timely information to the Administrator or all matters relating to the Plan, the Participants and their Beneficiaries, the Account Balances of the Participants, the date of circumstances of the Retirement, death or Termination of Employment of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Ex-CEO. Upon and after a Change in Control, the Administrator may not be terminated by the Company.

11.3 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.

11.4 Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

11.5 Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, and any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.

11.6 Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, death or Termination of Employment of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 12
Other Benefits and Agreements

12.1 Coordination with Other Benefits. The benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant's Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 13
Claims Procedures

13.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

13.2 Notification of Decision. The Committee shall consider a Claimant's claim within a reasonable time, and shall notify the Claimant in writing:

(a) that the Claimant's requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 13.3 below.

13.3 Review of a Denied Claim. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant's duly authorized representative):

(a) may review pertinent documents;

(b) may submit written comments or other documents; and/or

(c) may request a hearing, which the Committee, in its sole discretion, may grant.

13.4 Decision on Review. The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee's decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

(c) such other matters as the Committee deems relevant.

13.5 Legal Action. A Claimant's compliance with the foregoing provisions of this Article 13 is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE 14
Trust

14.1 Establishment of the Trust. The Company may, but is not required to, establish a Trust, and, if established, each Employer shall at least annually transfer over to the Trust such assets as the Employer determines, in its sole discretion, are necessary to provide, on a present value basis, for its respective future liabilities created with respect to the Annual Deferral Amounts, Annual Company Matching Amounts, Annual Rollover Amounts and Annual Restricted Stock Amounts for such Employer's Participants for all periods prior to the transfer, as well as any debits and credits to the Participants' Account Balances for all periods prior to the transfer,

taking into consideration the value of the assets in the trust at the time of the transfer.

14.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. If established, the provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.

14.3 Distributions From the Trust. If established, each Employer's obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer's obligations under this Plan.

ARTICLE 15
Miscellaneous

15.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that "is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employee" within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.

15.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

15.3 Employer's Liability. An Employer's liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.

15.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

15.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an "at

will" employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, either as an Employee or a Director, or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

15.6 Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

15.7 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

15.8 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

15.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Indiana without regard to its conflicts of laws principles.

15.10 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Vectren Corporation
20 N.W. Fourth Street
Evansville, Indiana 47708
Attn: Senior Vice President, Human Resources cc: Secretary of Vectren Corporation

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

15.11 Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant's Employer and its successors and assigns and the Participant and the Participant's designated Beneficiaries.

15.12 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

15.13 Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

15.14 Court Order. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party. In addition, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant's benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse's or former spouse's interest in the Participant's benefits under the Plan to that spouse or former spouse.

15.15 Distribution in the Event of Taxation.

(a) In General. If, for any reason, all or any portion of a Participant's benefits under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee before a Change in Control, or the trustee of the Trust after a Change in Control, for a distribution of that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld (and, after a Change in Control, shall be granted), a Participant's Employer shall distribute to the Participant immediately available funds in an amount equal to the taxable portion of his or her benefit (which amount shall not exceed a Participant's unpaid Account Balance under the Plan). If the petition is granted, the tax liability distribution shall be made within 90 days of the date when the Participant's petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan.

(b) Trust. If a Trust is established and the Trust terminates in accordance with Section 3.6(e) of the Trust and benefits are distributed from the Trust to a Participant in accordance with that Section, the Participant's benefits under this Plan shall be reduced to the extent of such distributions.

15.16 Insurance. The Employers, on their own behalf or, if applicable, on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any

such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.

15.17 Legal Fees To Enforce Rights After Change in Control. The Company and each Employer is aware that upon the occurrence of a Change in Control, the Board or the board of directors of a Participant's Employer (which might then be composed of new members) or a shareholder of the Company or the Participant's Employer, or of any successor corporation might then cause or attempt to cause the Company, the Participant's Employer or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company or the Participant's Employer to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company, the Participant's Employer or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, such Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company and the Participant's Employer irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the Company and the Participant's Employer (who shall be jointly and severally liable) to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, the Participant's Employer or any director, officer, shareholder or other person affiliated with the Company, the Participant's Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this amended and restated Plan document as of October 26, 2001.

"Company"

VECTREN CORPORATION

By:  /s/ Robert L. Koch, II
----------------------------------------
     Robert L. Koch, II
     Title:   Chairman of the Compensation
              Committee of the Board
              of Director

RETIREMENT AGREEMENT

This Retirement Agreement (this "Agreement") is entered into on this 31st day of May, 2001 between Timothy M. Hewitt ("Executive") and Vectren Corporation ("Vectren").

WHEREAS, Executive and Vectren are parties to an Employment Agreement dated as of March 31, 2000 (the "Employment Agreement");

WHEREAS, Executive and Vectren desire that Executive retire from employment with Vectren prior to the expiration of the Employment Agreement; and

WHEREAS, Executive and Vectren have negotiated the following terms and conditions for Executive's retirement.

NOW THEREFORE, in consideration of the foregoing premises and the agreement contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

1. Retirement. Executive hereby tenders Executive's voluntarily retirement from Vectren effective 11:59 p.m. Central Standard Time May 31, 2001 (the "Retirement Date"). Until that time, Executive will continue to be employed by Vectren pursuant to the terms of the Employment Agreement. The Employment Agreement will terminate as of the Retirement Date and Executive acknowledges and agrees that as of the Retirement Date, Vectren shall have no further obligations to Executive under the Employment Agreement.

2. Severance. Vectren agrees to pay Executive a post-retirement severance payment in the gross sum of $1,234,530.00, less all applicable payroll withholdings, including all state, local, and federal taxes (the "Retirement Payment"). The Retirement Payment shall be reported by Vectren on the appropriate W-2 form and shall be made as follows:

(a) $333,350.00 in one lump sum; and

(b) $901,180.00 shall be payable on January 1, 2002.

No Retirement Payment shall be made until after the effective date of this Agreement (as determined pursuant to Section 8). All payment shall be mailed to Executive's address listed in Vectren's records within 30 days following the payment due date.

3. Welfare Benefits. During the Term (as defined in Section 12), Executive shall continue to be eligible to participate in the health insurance plan, the dental insurance plan, the vision insurance plan, the accidental death and disability plan (in the amount of Executive's most recent base salary) and the executive long term disability plan (collectively the "Welfare Benefit Plans") of Vectren. Such participation by Executive during the Term shall be governed by the terms and conditions of the respective Welfare Benefit Plan, as such terms and conditions are amended, restated, canceled or replaced from time to time. During the Term, Vectren and Executive shall continue to pay their respective portions of the premium payments under such Welfare Benefit Plans in accordance with the terms of the respective Welfare Benefit Plan, and Executive shall be billed quarterly for Executive's portion of such premium. After the Term until Executive is age 65, Executive's ability to continue to participate in Vectren's health insurance plan shall be governed by the terms of such health insurance plan as in effect at that time and thereafter. After age 65 and until the death of Executive, during such time as Executive is covered by Medicare, Vectren will reimburse Executive for Executive's cost of Medicare Part B up to a maximum amount of $109.80 per calendar quarter and Executive will be eligible to participate in Vectren's Medicare supplement plan. After the Term, Executive's ability to continue to participate in Vectren's executive long term disability plan shall be governed by the terms of such executive long term disability plan as in effect at that time and thereafter. If Executive elects to continue the executive long term disability plan, then (i) Executive shall provide Vectren with written notice of such election on or before the end of the Term, (ii) Executive shall become responsible for all premium payments under the long term disability plan on and after the end of the Term, and (iii) Executive shall be responsible for and pay all taxes associated with the election to continue the long term disability plan by Executive. Nothing in this Agreement shall in any way limit Vectren's ability to amend, restate, cancel or replace any such Welfare Benefit Plan and the Medicare supplement plan in Vectren's sole discretion.

4. Split Dollar Life Insurance. During the Term, the split dollar life insurance policy covering Executive shall remain in effect. During the Term, Vectren and Executive shall continue to pay their respective portions of the premium payments under such split dollar life insurance policy in accordance with the terms of the policy and the parties past practice, and Executive shall be billed quarterly for Executive's portion of such premium. Upon expiration or earlier termination of the Term, Executive shall have the option to assume the split dollar life insurance policy. If Executive elects to assume the split dollar life policy then (i) Executive shall provide Vectren with written notice of such assumption on or before the end of the Term, (ii) Executive shall become responsible for all premium payments under the split dollar life insurance policy on and after the end of the Term, (iii) Executive shall be responsible for and pay any and all taxes associated with the assumption of such split dollar life insurance policy by Executive, and (iv) Executive shall transfer to Vectren the portion of the cash value required to be repaid up to, but not in excess of, Vectren's unreimbursed premium toward the split dollar life insurance. If the split dollar life policy is not assumed by Executive and is terminated, Vectren shall be entitled to and shall be paid by Executive or his heirs or estate, if not already paid to Vectren or offset by Vectren from amounts due to Executive, the cash value of the split dollar life insurance policy.

5. Acknowledgment of Retirement Status. Executive shall be deemed "retired" pursuant to the terms of the Vectren Corporation Executive Restricted Stock Plan ("Restricted Stock Plan"). Vectren acknowledges that the Chief Executive Officer (the "CEO") has consented to the early retirement of Executive under the Restricted Stock Plan. Executive acknowledges and agrees that as a result of Executive's retirement and the receipt of consent of such early retirement from the CEO, Executive is entitled to 1,644 restricted shares from the grant of restricted shares made to Executive as of October 1, 2000 under the Restricted Stock Plan and the balance of the restricted shares granted as of such date are forfeited. Executive further acknowledges and agrees that the restricted shares to which Executive is entitled remain subject to the terms and conditions of the Restricted Stock Plan including, but not limited to, the restrictions and forfeiture provisions contained in the Restricted Stock Plan. Notwithstanding anything contained herein to the contrary, Executive's rights under the Vectren Corporation Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan") shall be governed by the provisions set forth in the Deferred Compensation Plan and not this Agreement.

6. General Release and Waiver.

(a) Executive hereby agrees that in order to receive the considerations set forth in this Agreement, and for other good and valuable consideration including the Retirement Payment, the receipt and adequacy of which is hereby acknowledged, Executive was required to sign this Agreement and that Executive, for Executive and Executive's heirs, representatives, successors and assigns, hereby WAIVES, RELEASES and FOREVER DISCHARGES Vectren, Vectren's current and former affiliates and their predecessors and successors and their respective officers, directors, shareholders, employees, and agents, both individually and in their official capacities, from any claim, demand, action, cause of action, or right, known or unknown, which arose at any time from the beginning of time to the date Executive executes this Agreement relating to, arising out of, or in any way connected with Executive's employment, the cessation of that employment, or the compensation or benefits payable in connection with that employment or the cessation of that employment including, but not limited to, any claim, demand, action, cause of action or right based on but not limited to: (i) the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. * 621, et seq. and the Older Workers' Benefit Protection Act; (ii) Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. * 2000(e), et seq.; (iii) the Americans With Disabilities Act of 1990, as amended, 42 U.S.C. * 12101, et seq.;
(iv) the Family & Medical Leave Act of 1993, 29 U.S.C. * 2601, et seq.; (v) the Indiana Civil Rights Law, IND. CODE 22-9-1, et seq.;
(vi) the Fair Labor Standards Act, 29 U.S.C. * 201, et seq.; (vii) any existing or potential entitlement or benefit under any Vectren program or plan; (viii) any agreement, contract, or representation, whether oral or written, express or implied; and (ix) any other federal, state, or local law, whether emanating or arising from statute, constitution, executive order, regulation, common law, or other source including, but not limited to, any action sounding in tort or contract, any action relating to age, sex, disability, racial or other discrimination or any action for wrongful discharge.

(b) Executive does not hereby waive or release (i) any right or claim that may arise after the date of this Agreement or (ii) any non-forfeitable rights or benefits the Executive has accrued under any tax qualified retirement plan.

(c) Executive is specifically agreeing that Executive is WAIVING, RELEASING and FOREVER DISCHARGING any claim, demand, action, cause of action or right arising out of or relating to the termination of Executive's employment, recognizing that the decision to terminate employment is being made now, even though actual termination of employment is taking effect later, and that the termination will take place as provided in this Agreement without any further action on the part of either Executive or Vectren.

7. Confidentiality and Non-Competition.

(a) Confidentiality Executive agrees to hold in a fiduciary capacity for the benefit of Vectren all secret or confidential information, knowledge or data relating to Vectren or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during Executive's employment by Vectren or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). After the Retirement Date, Executive shall not, without the prior written consent of Vectren or as may otherwise be required by law or legal process (provided Vectren has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than Vectren and those designated by it. In addition, Executive shall not solicit employees of Vectren for the period beginning on the Retirement Date and ending on the date one (1) year after the Term (as hereinafter defined).

(b) Non-Compete. From the Retirement Date until the end of the second year following the end of the Term, Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, any business which competes, or that is planning to compete, with the utility business of Vectren or any of its affiliates or any other business in which Vectren or any of its affiliates are engaged immediately prior to the Retirement Date or during the Term in: (i) Indiana; (ii) Ohio, (iii) Michigan, (iv) Illinois; (v) Kentucky; and (vi) the United States. The parties expressly agree that the terms of this limited non-competition provision under this section are reasonable, enforceable, and necessary to protect Vectren's interests, and are valid and enforceable. In the unlikely event, however, that a court of competent jurisdiction were to determine that any portion of this limited non-competition provision is unenforceable, then the parties agree that the remainder of the limited non-competition provision shall remain valid and enforceable to the maximum extent possible.

(c) Damages; Specific Enforcement/Injunctive Relief. Executive agrees that it would be difficult to measure damages to Vectren from any breach of the covenants contained in subsections (a) and (b) above, but that such damages from any breach would be great, incalculable and irremediable, and that damages would be an inadequate remedy. Accordingly, Executive agrees that upon a breach of any of the covenants contained in subsections (a) and (b) above (i) Vectren may have specific performance of the terms of this Agreement in any court permitted by this Agreement and (ii) Executive shall immediately return any payment paid pursuant to this Agreement including, but not limited to, the Retirement Payment and waive any future payment pursuant to this Agreement including, but not limited to, the Retirement Payment. The parties agree, however, that specific performance, the return and waiver of payments and the other remedies described herein shall not be the exclusive remedies, and Vectren may enforce any other remedy or remedies available to it either in law or in equity including, but not limited to, temporary, preliminary, and/or permanent injunctive relief.

8. Return of Property. Except as otherwise provided in Section 12(d), immediately upon the request of Vectren, Executive agrees to return to the custody of Vectren all Vectren property and proprietary information, as well as all copies thereof, that are in Executive's possession, custody or control. This includes all tangible personal property (such as keys, credit cards, computers, hand held devices, cell phones, etc.) and all writings, contracts, records, files, tape recordings, correspondence, communications, summaries, data, notes, memoranda, diskettes, or any other source containing information which relates to or references Vectren and which was provided by Vectren or obtained as a result of Executive's employment with Vectren.

9. Covenant Not to Sue. Executive agrees that Executive will not commence any legal action or lawsuit, or otherwise assert any legal claim, in violation of the waiver and release contained in this Agreement or on any claim released in this Agreement, except to the extent such right to bring a legal action may not be waived by law. Executive agrees that if Executive violates this covenant not to sue or this Agreement (a) that Executive's lawsuit is null and void, and must be summarily withdrawn and/or dismissed; (b) that Executive shall pay all costs, expenses, and damages incurred by Vectren in defending against and as a result of Executive's lawsuit, including reasonable attorneys' fees; (c) that Executive shall pay all costs and expenses incurred by Vectren in seeking enforcement of this Agreement; and (d) that Executive shall immediately return any payment paid pursuant to this Agreement including, but not limited to, the Retirement Payment and waive any future payment pursuant to this Agreement including, but not limited to, the Retirement Payment.

10. Knowledge and Understanding. Executive acknowledges that before Executive signed this Agreement: (a) Executive was advised to consult with an attorney prior to executing this Agreement, (b) Executive had a period of twenty-one (21) days within which to consider this Agreement; and (c) Executive is fully aware of Executive's rights, and has carefully read and fully understands all provisions of this Agreement. Executive further acknowledges that this Agreement has been signed freely, knowingly, and voluntarily and that Executive has not been threatened or coerced into signing this Agreement. Executive further acknowledges that to the extent Executive has signed this Agreement less than twenty-one (21) days after it was furnished to Executive, Executive does so for Executive's own personal reasons and with an understanding that Executive could have taken the full twenty-one (21) days to consider this Agreement.

11. Revocation and Effective Date. For a period of seven (7) days following Executive's execution of this Agreement, Executive may revoke this Agreement by submitting a written revocation to Vectren. Executive may revoke this Agreement during the revocation period for any reason or no reason at all. This Agreement shall not become effective or enforceable, and the payments and benefits stated above shall not become payable or due, until this Agreement has been signed by both parties and the revocation period has expired without this Agreement being revoked by either party. If this Agreement is not timely revoked by either party, it shall become effective and enforceable on the eighth (8th) day after it is executed by both parties.

12. Consulting Agreement.

(a) Commencement of Consulting Services. As of the Retirement Date, Vectren hereby appoints and engages Executive after the Retirement Date as an independent contractor and not as an employee, and Executive hereby accepts appointment and engagement as a consultant to Vectren, upon the terms and conditions contained in this Section.

(b) Term. Executive shall provide the services described in this Section beginning on the Retirement Date and ending three years after the Retirement Date, unless, prior to such date, Executive or Vectren terminates, with or without cause, Executive's services (the "Term").

(c) Activities of Executive. During the Term, Executive shall undertake for and on behalf of, and to the extent requested by, Vectren subject to the limitations set forth herein, to advise Vectren: (i) with respect to the business of Vectren as it exists on the Retirement Date or (ii) with respect to other matters relating to the business of Vectren and within the knowledge of Executive for which consultation shall reasonably be requested by Vectren from time to time. In performing the consulting work for Vectren, Executive shall (i) be available to advise Vectren by telephone, electronically, in writing or in person during the first year of the Term, (ii) be available to advise Vectren by telephone during the second and third years of the Term, (iii) have no formal schedule of duties or assignments, (iv) be required to perform services for Vectren a minimum of 20 hours per month, (v) be subject to control and supervision of Vectren, and (vi) be required to comply with any detailed orders and instructions given by Vectren from time to time.

(d) Time and Place for the Performance of Executive's Duties. In performing consulting work for Vectren, Executive shall (i) work at such times as either Executive may elect or as Vectren may reasonably request, and (ii) shall perform consulting work at such locations as Vectren may reasonably require. Vectren shall provide Executive with office space, furniture and supplies (including a computer, cell phone, telephone, access to copy machine and access to fax machine) to be used by Executive solely for performing the services required hereunder and shall reimburse Executive for his reasonable out of pocket expenses incurred solely in connection with performing the services required hereunder, all as Vectren shall reasonably determine from time to time until the earlier of (i) the expiration or earlier termination of the Term, (ii) Vectren's cessation of doing regular business at the building located at 1630 North Meridian Street, Indianapolis, Indiana, or (iii) the date Executive begins employment with a third party.

(e) Non-Performance Payment. If Executive fails to perform the services required under this Agreement for the full three year period, then Executive shall immediately pay to Vectren, or at Vectren's option permit Vectren to offset from any amount payable to Executive, $50,000 for each year and portion thereof that Executive did not perform the services required; provided, however, such payments or offset shall not be effected unless Vectren provides Executive with written notice of Executive's failure to perform the services required and Executive fails to cure such failure to the satisfaction of Vectren within five calendar days after receipt of such notice.

(f) Applicability of Provisions and Extension of Time Periods. Executive acknowledges and agrees that the confidentiality and non-competition provisions contained in Section 4 of this Agreement shall be applicable during the Term (provided the provision of consulting services provided pursuant to this Section shall be permitted) and shall be applicable after the Term for the period provided in Section 4 as if the Retirement Date was the end of the Term.

(g) Tax Treatment. The parties agree that payments hereunder
(i) constitute ordinary income to Executive, (ii) are deductible by Vectren, (iii) do not constitute wages for purposes of Federal Income Contributions Act ("FICA") but constitute earnings from self-employment for purposes of FICA and are therefore the responsibility of Executive. The parties agree to file tax returns and pay taxes consistent with this subsection, to resist (and cooperate with each other in resisting) any assertion to the contrary by any governmental agency and to indemnify each other from and against any loss or expense by reason of a breach of the foregoing.

13. Miscellaneous.

(a) This Agreement shall apply to Executive, as well as to Executive's heirs, executors, and administrators. This Agreement also shall apply to, and inure to the benefit of, Vectren, the predecessors, successors, and assigns of Vectren and each of their respective past, present, or future employees, agents, representatives, trustees, officers, or directors.

(b) The parties agree that the provisions of this Agreement are both reasonable and enforceable. However, if any provision of this Agreement were determined to be unenforceable or invalid, the parties agree that such provision shall be enforced to the maximum extent permitted by law and that the remaining provisions shall remain in full force and effect.

(c) This Agreement shall not be considered to create an escrow account, trust fund or other funding arrangement of any kind or a fiduciary relationship between Executive and Vectren.

(d) Executive shall not have any right to anticipate, pledge, alienate or assign any rights under this Agreement and any effort to do so shall be null and void. The amounts payable under this Agreement shall be exempt from the claims of creditors or other claimants and from all orders, decrees, levies and executions and any other legal process to the fullest extent that may be permitted by law.

(e) The parties acknowledge and agree that this Agreement shall be governed, interpreted, and enforced under the laws of the State of Indiana, without regard to conflicts of law principles.

(f) This Agreement sets forth the complete agreement between the parties relating to the subject matter herein. Executive acknowledges and agrees that, in executing this Agreement, Executive does not rely and has not relied upon any representations or statements not set forth herein made by Vectren with regard to the subject matter, basis, or effect of this Agreement or otherwise.

(g) Any prior agreement between Executive and Vectren and/or Vectren's predecessors or their past and present affiliates relating to Executive's employment, including, but not limited to, the Employment Agreement (the "Prior Agreements") are terminated as of the Retirement Date without any remaining obligations of either party thereunder and are as of the Retirement Date superseded by this Agreement. All payments made under this Agreement are in full satisfaction of all amounts due Executive under the Prior Agreements.

(h) This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto.

(i) All notices and other communications hereunder shall be in writing and shall he given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:                            If to Vectren:
---------------                             -------------

Timothy M. Hewitt                           Vectren Corporation
1992 Inverness                              20 N.W. Fourth Street
Greenwood, IN  46143                        Evansville, Indiana  47708
                                            Attn: Ronald E. Christian,
                                            General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(j) This Agreement may be executed in counterparts and when executed shall constitute one agreement.

[signature page immediately following]

IN WITNESS WHEREOF, the parties hereto have executed this Retirement Agreement as of the date first above written.

"Vectren"

Vectren Corporation

By:  /s/Richard G. Lynch
-------------------------
Printed: Richard G. Lynch
Title: Sr. Vice President

"Executive"

/s/Timothy M. Hewitt
--------------------------------
Printed: Timothy M. Hewitt

RETIREMENT AGREEMENT

This Retirement Agreement (this "Agreement") is entered into on this 31st day of May, 2001 between J. Gordon Hurst ("Executive") and Vectren Corporation ("Vectren").

WHEREAS, Executive and Vectren are parties to an Employment Agreement dated as of March 31, 2000 (the "Employment Agreement");

WHEREAS, Executive and Vectren desire that Executive retire from employment with Vectren prior to the expiration of the Employment Agreement; and

WHEREAS, Executive and Vectren have negotiated the following terms and conditions for Executive's retirement.

NOW THEREFORE, in consideration of the foregoing premises and the agreement contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

1. Retirement. Executive hereby tenders Executive's voluntarily retirement from Vectren effective 11:59 p.m. Central Standard Time May 31, 2001 (the "Retirement Date"). Until that time, Executive will continue to be employed by Vectren pursuant to the terms of the Employment Agreement. The Employment Agreement will terminate as of the Retirement Date and Executive acknowledges and agrees that as of the Retirement Date, Vectren shall have no further obligations to Executive under the Employment Agreement.

2. Deferral Compensation Payment. Vectren agrees to pay Executive a post-retirement deferral compensation payment in the gross sum of $2,097,455.50, less all applicable payroll withholdings, including all state, local, and federal taxes (the "Retirement Payment"). The Retirement Payment shall be reported by Vectren on the appropriate W-2 form and shall be made as follows:
(i) $116,745.52 in one lump sum; and (ii) $1,980,700.00 shall be deferred and payable in accordance with the schedule attached hereto as Exhibit A. Such deferred amount shall be credited to a bookkeeping account and credited with interest in the manner described below. Vectren is under no obligation to fund the bookkeeping account. The deferred amount shall be paid out of the general assets of Vectren and Executive shall be an unsecured general creditor of Vectren with respect to the deferred amounts. The unpaid deferred amount shall earn interest at the rate of eight percent (8%) per annum. Accrued interest on any unpaid deferred amount shall be paid along with each payment. If Executive dies before payment of all of the deferred amounts, the remaining payments shall be made in accordance with the terms of this Agreement to Executive's beneficiary as designated to Vectren and if no beneficiary has been designated to Executive's estate.

No Retirement Payment shall be made until after the effective date of this Agreement (as determined pursuant to Section 8). All payments shall be mailed to Executive's address listed in Vectren's records within 30 days following the payment due date.

Executive hereby elects not to have Federal income tax withheld from Executive's distributions under this Agreement. Executive acknowledges and agrees that Executive is liable for payment of Federal income tax on the taxable portion of any distribution to Executive and Executive may be subject to tax penalties under the estimated tax payment rules if Executive's payments of estimated tax are not adequate. Executive's election not to have Federal income tax withheld from Executive's distributions will remain in effect until Executive revokes such election by providing notice of such revocation to Vectren in accordance with this Agreement at least 60 days prior to the effective date of such revocation.

3. Welfare Benefits. During the Term (as defined in Section 12), Executive shall continue to be eligible to participate in the health insurance plan, the dental insurance plan, the vision insurance plan, the accidental death and disability plan (in the amount of Executive's most recent base salary) and the executive long term disability plan (collectively the "Welfare Benefit Plans") of Vectren. Such participation by Executive during the Term shall be governed by the terms and conditions of the respective Welfare Benefit Plan, as such terms and conditions are amended, restated, canceled or replaced from time to time. During the Term, Vectren and Executive shall continue to pay their respective portions of the premium payments under such Welfare Benefit Plans in accordance with the terms of the respective Welfare Benefit Plan, and Executive shall be billed quarterly for Executive's portion of such premium. After the Term until Executive is age 65, Executive's ability to continue to participate in Vectren's health insurance plan shall be governed by the terms of such health insurance plan as in effect at that time and thereafter. After age 65 and until the death of Executive, during such time as Executive is covered by Medicare, Vectren will reimburse Executive for Executive's cost of Medicare Part B and Executive will be eligible to participate in Vectren's Medicare supplement plan. After the Term, Executive's ability to continue to participate in Vectren's executive long term disability plan shall be governed by the terms of such executive long term disability plan as in effect at that time and thereafter. If Executive elects to continue the executive long term disability plan, then (i) Executive shall provide Vectren with written notice of such election on or before the end of the Term, (ii) Executive shall become responsible for all premium payments under the long term disability plan on and after the end of the Term, and (iii) Executive shall be responsible for and pay all taxes associated with the election to continue the long term disability plan by Executive. Nothing in this Agreement shall in any way limit Vectren's ability to amend, restate, cancel or replace any such Welfare Benefit Plan and the Medicare supplement plan in Vectren's sole discretion.

4. Term Life Insurance. During the Term, Executive shall be eligible to receive term life insurance in the amount of two times Executive's most recent base salary. Executive acknowledges and agrees to provide Vectren and the insurance provider with such information as is deemed necessary to issue a term life insurance policy on Executive including, but not limited to, a physical examination. During the Term, Vectren shall pay all premiums for such term life insurance. Upon expiration or earlier termination of the Term, Executive shall have the option to assume the term life insurance policy. If Executive elects to assume the term life insurance policy then (i) Executive shall provide Vectren with written notice of such assumption on or before the end of the Term, (ii) Executive shall become responsible for all premium payments under the term life insurance policy on and after the end of the Term, and (iii) Executive shall pay any and all taxes associated with the assumption of such term life insurance policy.

5. Acknowledgment of Retirement Status. Executive shall be deemed "retired" pursuant to the terms of the Vectren Corporation Executive Restricted Stock Plan ("Restricted Stock Plan"). Vectren acknowledges that the Chief Executive Officer (the "CEO") has consented to the early retirement of Executive under the Restricted Stock Plan. Executive acknowledges and agrees that as a result of Executive's retirement and the receipt of consent of such early retirement from the CEO, Executive is entitled to 3,356 restricted shares from the grant of restricted shares made to Executive as of October 1, 2000 under the Restricted Stock Plan and the balance of the restricted shares granted as of such date are forfeited. Executive further acknowledges and agrees that the restricted shares to which Executive is entitled remain subject to the terms and conditions of the Restricted Stock Plan including, but not limited to, the restrictions and forfeiture provisions contained in the Restricted Stock Plan. Notwithstanding anything contained herein to the contrary, Executive's rights under the Vectren Corporation Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan") and the Southern Indiana Gas & Electric Company 1994 Stock Option Plan (the "SIGECO Option Plan") shall be governed by the provisions set forth in the Deferred Compensation Plan and the SIGECO Option Plan and not this Agreement.

6. General Release and Waiver.

(a) Executive hereby agrees that in order to receive the considerations set forth in this Agreement, and for other good and valuable consideration including the Retirement Payment, the receipt and adequacy of which is hereby acknowledged, Executive was required to sign this Agreement and that Executive, for Executive and Executive's heirs, representatives, successors and assigns, hereby WAIVES, RELEASES and FOREVER DISCHARGES Vectren, Vectren's current and former affiliates and their predecessors and successors and their respective officers, directors, shareholders, employees, and agents, both individually and in their official capacities, from any claim, demand, action, cause of action, or right, known or unknown, which arose at any time from the beginning of time to the date Executive executes this Agreement relating to, arising out of, or in any way connected with Executive's employment, the cessation of that employment, or the compensation or benefits payable in connection with that employment or

the cessation of that employment including, but not limited to, any claim, demand, action, cause of action or right based on but not limited to: (i) the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. * 621, et seq. and the Older Workers' Benefit Protection Act; (ii) Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. * 2000(e), et seq.; (iii) the Americans With Disabilities Act of 1990, as amended, 42 U.S.C. * 12101, et seq.;
(iv) the Family & Medical Leave Act of 1993, 29 U.S.C. * 2601, et seq.; (v) the Indiana Civil Rights Law, IND. CODE 22-9-1, et seq.; (vi) the Fair Labor Standards Act, 29 U.S.C. * 201, et seq.; (vii) any existing or potential entitlement or benefit under any Vectren program or plan; (viii) any agreement, contract, or representation, whether oral or written, express or implied; and
(ix) any other federal, state, or local law, whether emanating or arising from statute, constitution, executive order, regulation, common law, or other source including, but not limited to, any action sounding in tort or contract, any action relating to age, sex, disability, racial or other discrimination or any action for wrongful discharge.

(b) Executive does not hereby waive or release (i) any right or claim that may arise after the date of this Agreement or (ii) any non-forfeitable rights or benefits the Executive has accrued under any tax qualified retirement plan.

(c) Executive is specifically agreeing that Executive is WAIVING, RELEASING and FOREVER DISCHARGING any claim, demand, action, cause of action or right arising out of or relating to the termination of Executive's employment, recognizing that the decision to terminate employment is being made now, even though actual termination of employment is taking effect later, and that the termination will take place as provided in this Agreement without any further action on the part of either Executive or Vectren.

7. Confidentiality and Non-Competition.

(a) Confidentiality. Executive agrees to hold in a fiduciary capacity for the benefit of Vectren all secret or confidential information, knowledge or data relating to Vectren or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during Executive's employment by Vectren or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). After the Retirement Date, Executive shall not, without the prior written consent of Vectren or as may otherwise be required by law or legal process (provided Vectren has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than Vectren and those designated by it. In addition, Executive shall not solicit employees of Vectren for the period beginning on the Retirement Date and ending on the date one (1) year after the Term (as hereinafter defined).

(b) Non-Compete. From the Retirement Date until the end of the second year following the end of the Term, Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, any business which competes, or that is planning to compete, with the utility business of Vectren or any of its affiliates or any other business in which Vectren or any of its affiliates are engaged immediately prior to the Retirement Date or during the Term in: (i) Indiana; (ii) Ohio, (iii) Michigan, (iv) Illinois; (v) Kentucky; and (vi) the United States. The parties expressly agree that the terms of this limited non-competition provision under this section are reasonable, enforceable, and necessary to protect Vectren's interests, and are valid and enforceable. In the unlikely event, however, that a court of competent jurisdiction were to determine that any portion of this limited non-competition provision is unenforceable, then the parties agree that the remainder of the limited non-competition provision shall remain valid and enforceable to the maximum extent possible.

(c) Damages; Specific Enforcement/Injunctive Relief. Executive agrees that it would be difficult to measure damages to Vectren from any breach of the covenants contained in subsections (a) and (b) above, but that such damages from any breach would be great, incalculable and irremediable, and that damages would be an inadequate remedy. Accordingly, Executive agrees that upon a breach of any of the covenants contained in subsections (a) and (b) above (i) Vectren may have specific performance of the terms of this Agreement in any court permitted by this Agreement and (ii) Executive shall immediately return any payment paid pursuant to this Agreement including, but not limited to, the Retirement Payment and waive any future payment pursuant to this Agreement including, but not limited to, the Retirement Payment. The parties agree, however, that specific performance, the return and waiver of payments and the other remedies described herein shall not be the exclusive remedies, and Vectren may enforce any other remedy or remedies available to it either in law or in equity including, but not limited to, temporary, preliminary, and/or permanent injunctive relief.

8. Return of Property. Immediately upon the request of Vectren, Executive agrees to return to the custody of Vectren all Vectren property and proprietary information, as well as all copies thereof, that are in Executive's

possession, custody or control. This includes all tangible personal property
(such as keys, credit cards, computers, hand held devices, cell phones, etc.)
and all writings, contracts, records, files, tape recordings, correspondence, communications, summaries, data, notes, memoranda, diskettes, or any other source containing information which relates to or references Vectren and which was provided by Vectren or obtained as a result of Executive's employment with Vectren.

9. Covenant Not to Sue. Executive agrees that Executive will not commence any legal action or lawsuit, or otherwise assert any legal claim, in violation of the waiver and release contained in this Agreement or on any claim released in this Agreement, except to the extent such right to bring a legal action may not be waived by law. Executive agrees that if Executive violates this covenant not to sue or this Agreement (a) that Executive's lawsuit is null and void, and must be summarily withdrawn and/or dismissed; (b) that Executive shall pay all costs, expenses, and damages incurred by Vectren in defending against and as a result of Executive's lawsuit, including reasonable attorneys' fees; (c) that Executive shall pay all costs and expenses incurred by Vectren in seeking enforcement of this Agreement; and (d) that Executive shall immediately return any payment paid pursuant to this Agreement including, but not limited to, the Retirement Payment and waive any future payment pursuant to this Agreement including, but not limited to, the Retirement Payment.

10. Knowledge and Understanding. Executive acknowledges that before Executive signed this Agreement: (a) Executive was advised to consult with an attorney prior to executing this Agreement, (b) Executive had a period of twenty-one (21) days within which to consider this Agreement; and (c) Executive is fully aware of Executive's rights, and has carefully read and fully understands all provisions of this Agreement. Executive further acknowledges that this Agreement has been signed freely, knowingly, and voluntarily and that Executive has not been threatened or coerced into signing this Agreement. Executive further acknowledges that to the extent Executive has signed this Agreement less than twenty-one (21) days after it was furnished to Executive, Executive does so for Executive's own personal reasons and with an understanding that Executive could have taken the full twenty-one (21) days to consider this Agreement.

11. Revocation and Effective Date. For a period of seven (7) days following Executive's execution of this Agreement, Executive may revoke this Agreement by submitting a written revocation to Vectren. Executive may revoke this Agreement during the revocation period for any reason or no reason at all. This Agreement shall not become effective or enforceable, and the payments and benefits stated above shall not become payable or due, until this Agreement has been signed by both parties and the revocation period has expired without this

Agreement being revoked by either party. If this Agreement is not timely revoked by either party, it shall become effective and enforceable on the eighth (8th) day after it is executed by both parties.

12. Consulting Agreement.

(a) Commencement of Consulting Services. As of the Retirement Date, Vectren hereby appoints and engages Executive after the Retirement Date as an independent contractor and not as an employee, and Executive hereby accepts appointment and engagement as a consultant to Vectren, upon the terms and conditions contained in this Section.

(b) Term. Executive shall provide the services described in this Section beginning on the Retirement Date and ending three years after the Retirement Date, unless, prior to such date, Executive or Vectren terminates, with or without cause, Executive's services (the "Term").

(c) Activities of Executive. During the Term, Executive shall undertake for and on behalf of, and to the extent requested by, Vectren subject to the limitations set forth herein, to advise Vectren by telephone, electronically, in writing or in person: (i) with respect to the business of Vectren as it exists on the Retirement Date including, but not limited to, environmental issues and testimony in proceedings regarding same or (ii) with respect to other matters relating to the business of Vectren and within the knowledge of Executive for which consultation shall reasonably be requested by Vectren from time to time. In performing the consulting work for Vectren, Executive shall
(i) have no formal schedule of duties or assignments, (ii) be required to perform services for Vectren a minimum of 20 hours per month, (iii) be subject to control and supervision of Vectren, and (iv) be required to comply with any detailed orders and instructions given by Vectren from time to time.

(d) Time and Place for the Performance of Executive's Duties. In performing consulting work for Vectren, Executive shall (i) work at such times as either Executive may elect or as Vectren may reasonably request, and (ii) shall perform consulting work at such locations as Vectren may reasonably require.

(e) Non-Performance Payment. If Executive fails to perform the services required under this Agreement for the full three year period, then Executive shall immediately pay to Vectren, or at Vectren's option permit Vectren to offset from any amount payable to Executive, $50,000

for each year and portion thereof that Executive did not perform the services required; provided, however, such payments or offset shall not be effected unless Vectren provides Executive with written notice of Executive's failure to perform the services required and Executive fails to cure such failure to the satisfaction of Vectren within five calendar days after receipt of such notice.

(f) Applicability of Provisions and Extension of Time Periods. Executive acknowledges and agrees that the confidentiality and non-competition provisions contained in Section 4 of this Agreement shall be applicable during the Term (provided the provision of consulting services provided pursuant to this Section shall be permitted) and shall be applicable after the Term for the period provided in Section 4 as if the Retirement Date was the end of the Term.

(g) Tax Treatment. The parties agree that payments hereunder
(i) constitute ordinary income to Executive, (ii) are deductible by Vectren, (iii) do not constitute wages for purposes of Federal Income Contributions Act ("FICA") but constitute earnings from self-employment for purposes of FICA and are therefore the responsibility of Executive. The parties agree to file tax returns and pay taxes consistent with this subsection, to resist (and cooperate with each other in resisting) any assertion to the contrary by any governmental agency and to indemnify each other from and against any loss or expense by reason of a breach of the foregoing.

13. Miscellaneous.

(a) This Agreement shall apply to Executive, as well as to Executive's heirs, executors, and administrators. This Agreement also shall apply to, and inure to the benefit of, Vectren, the predecessors, successors, and assigns of Vectren and each of their respective past, present, or future employees, agents, representatives, trustees, officers, or directors.

(b) The parties agree that the provisions of this Agreement are both reasonable and enforceable. However, if any provision of this Agreement were determined to be unenforceable or invalid, the parties agree that such provision shall be enforced to the maximum extent permitted by law and that the remaining provisions shall remain in full force and effect.

(c) This Agreement shall not be considered to create an escrow account, trust fund or other funding arrangement of any kind or a fiduciary relationship between Executive and Vectren.

(d) Executive shall not have any right to anticipate, pledge, alienate or assign any rights under this Agreement and any effort to do so shall be null and void. The amounts payable under this Agreement shall be exempt from the claims of creditors or other claimants and from all orders, decrees, levies and executions and any other legal process to the fullest extent that may be permitted by law.

(e) The parties acknowledge and agree that this Agreement shall be governed, interpreted, and enforced under the laws of the State of Indiana, without regard to conflicts of law principles.

(f) This Agreement and the other documents and agreements executed in connection with this Agreement sets forth the complete agreement between the parties relating to the subject matter herein. Executive acknowledges and agrees that, in executing this Agreement, Executive does not rely and has not relied upon any representations or statements not set forth herein made by Vectren with regard to the subject matter, basis, or effect of this Agreement or otherwise.

(g) Any prior agreement between Executive and Vectren and/or Vectren's predecessors or their past and present affiliates relating to Executive's employment, including, but not limited to, the Employment Agreement (the "Prior Agreements") are terminated as of the Retirement Date without any remaining obligations of either party thereunder and are as of the Retirement Date superseded by this Agreement. All payments made under this Agreement are in full satisfaction of all amounts due Executive under the Prior Agreements.

(h) This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto.

(i) All notices and other communications hereunder shall be in writing and shall he given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:             If to Vectren:
---------------              -------------

J. Gordon Hurst              Vectren Corporation
5000 Royal Oak Drive         20 N.W. Fourth Street
Evansville, IN  47720        Evansville, Indiana  47708
                             Attn: Ronald E. Christian, General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(j) This Agreement may be executed in counterparts and when executed shall constitute one agreement.

[signature page immediately following]

IN WITNESS WHEREOF, the parties hereto have executed this Retirement Agreement as of the date first above written.

"Vectren"

Vectren Corporation

By:  /s/Richard G. Lynch
Printed: Richard G. Lynch
Title: Sr. Vice President

"Executive"

/s/ J. Gordon Hurst
Printed: J. Gordon Hurst

EXHIBIT A

     Interest Rate  Interest Earned Principle Payment       Total Payment
6/1/01           0               0                  0                   0


1/2/02      4.712%     $ 91,927.05       $ 975,388.78      $ 1,067,315.83
4/1/03      9.951%     $ 97,057.86       $ 487,694.39      $   584,752.25
4/1/04      8.022%     $ 39,122.44       $ 487,694.39      $   526,816.83

                                        ---------------------------------
                                         $ 1,950,777.56    $ 2,178,884.92
                                        =================================

VECTREN CORPORATION

EMPLOYMENT AGREEMENT

This AGREEMENT by and between Vectren Corporation, an Indiana corporation (the "Company"), and William S. Doty (the "Executive"), dated as of the 30th day of April, 2001.

1. Employment Period. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on April 30, 2001 (the "Commencement Date") and ending on the third annual anniversary of the Commencement Date (the "Employment Period"); provided, however, that the Employment Period shall automatically be extended without action by either party for one (1) month periods, without further action of the parties, as of the first month anniversary of the Commencement Date and each succeeding monthly anniversary unless the Company or the Executive shall have served written notice to the other party prior to May 31, 2001 or prior to any subsequent monthly anniversary, as the case may be, of its or his intention that the Agreement shall terminate at the end of the thirty-six (36) month period that begins with the monthly anniversary of the Commencement Date immediately following the date of such written notice; provided, further, that the Employment Period shall automatically terminate upon the Executive's attainment of age sixty-five (65). A notice delivered by the Company or the Executive that it or he does not intend to extend the term of this Agreement shall hereinafter be referred to as a "Nonrenewal Notice." For purposes of this Agreement, employment and compensation paid by any direct or indirect subsidiary of the Company will be deemed to be employment and compensation paid by the Company.

(i) During the Employment Period, the Executive shall serve in the position and at the location set forth on Exhibit A hereto, or such other executive position(s) appropriate to the Executive's training, qualifications or experience, as the Compensation Committee of the Company may from time to time determine which position(s) are reasonably comparable to the Executive's initial position.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is

entitled, the Executive agrees to devote full attention and time during normal business hours to the business and affairs of the Company and to use the Executive's reasonable best efforts to perform such responsibilities in a professional manner. It shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Commencement Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Commencement Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary") in an amount no less than the Executive's annual base salary in effect on the Commencement Date, payable in cash. If the Annual Base Salary is increased after the Commencement Date, the increased Base Salary amount shall become the minimum level of Annual Salary for the Executive. The Annual Base Salary shall be paid no less frequently than in equal monthly installments.

(ii) Annual Bonus. During the Employment Period, the Executive shall have an annual bonus opportunity no less than the applicable target award percentage in effect for the Executive's employment level which is in effect immediately prior to the Commencement Date or, if greater, in effect at any time after the Commencement Date.

(iii) Long-Term Incentives. During the Employment Period the Executive shall be eligible to participate in all long-term incentive plans and in all Company stock incentive plans (the "Stock Incentive Plan"), practices, policies and programs to the extent applicable generally to other peer executives of the Company and its affiliated companies. The Executive's awards under the Stock Incentive Plan shall be no

less than the applicable awards in effect for the Executive's employment level which is in effect at the Commencement Date or, if later, at the date of his initial participation in the Stock Incentive Plan; provided, however, that if the awards under the Stock Incentive Plan subsequently increases, the increased award level shall become the minimum award.

(iv) Savings and Retirement Plans. During the Employment Period, the Executive shall be eligible to participate in all savings and retirement plans, practices, policies and programs to the extent applicable generally to other peer executives of the Company and its affiliated entities. Notwithstanding anything contained in this Agreement to the contrary and while Executive shall become a participant in a nonqualified supplemental retirement plan ("Vectren SERP"), the Vectren Transaction (as defined in Section 3(f) of this Agreement) shall not be deemed to be an Acquisition of Control for purposes of determining the Executive benefits, if any, under the Vectren SERP.

(v) Welfare and Other Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits and executive perquisites under welfare, fringe, change of control protection, incentive, vacation and other similar benefit plans, practices, policies and programs provided by the Company and its affiliated entities (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated entities.

(vi) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive, in accordance with the policies of the Company.

(vii) Indemnity. The Executive shall be indemnified by the Company against claims arising in connection with the Executive's status as an employee, officer, director or agent of the Company in accordance with the Company's indemnity policies for its senior executives, subject to applicable law.

(a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the

Disability (as defined below) of the Executive has occurred during the Employment Period, it may give to the Executive written notice in accordance with Section 9(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the thirtieth day after receipt of such notice by the Executive (the "Disability Commencement Date"), provided that, within the thirty day period after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall have the meaning set forth in the Company's long-term disability plan.

(b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

(i) intentional gross misconduct by the Executive damaging in a material way to the Company, or

(ii) a material breach of this Agreement, after the Company has given the Executive notice thereof and a reasonable opportunity to cure.

(c) Good Reason. The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement and before the conclusion of the Window Period (as defined in Section 3(f) below) of the Company, "Good Reason" shall mean a material breach by the Company of this Agreement after the Executive has given the Company notice of the breach and a reasonable opportunity to cure. After the Window Period, "Good Reason" shall mean, without the Executive's written consent, (i) a demotion in the Executive's status, position or responsibilities which, in his reasonable judgment, does not represent a promotion from his status, position or responsibilities as in effect immediately prior to the Change in Control (as defined in Section 3(f) below); (ii) the assignment to the Executive of any duties or responsibilities which, in his reasonable judgment, are inconsistent with such status, position or responsibilities immediately prior to the Change in Control; or any removal of the Executive from or failure to reappoint or reelect him to any of such positions that the Executive had immediately prior to the Change in Control, except in connection with the termination of his employment for total and permanent disability, death or Cause or by him other than for Good Reason; (iii) a reduction by the Company in the Executive's base salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement or the Company's failure to increase (within twelve (12) months of the Executive's last increase in base

salary) the Executive's base salary after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all executive and senior Executives of the Company effected in the preceding twelve (12) months;
(iv) the relocation of the principal executive offices of the Company or Company affiliate, whichever entity on behalf of which the Executive performs a principal function of that entity as part of his employment services, to a location more than fifty (50) miles outside the Evansville, Indiana metropolitan area or, if his services are not performed in Evansville, Indiana, the Company's requiring him to be based at any place other than the location at which he performed his duties immediately prior to the end of the Window Period, except for required travel on the Company's business to an extent substantially consistent with his business travel obligations at the time of a Change in Control; (v) the failure by the Company to continue in effect any incentive, bonus or other compensation plan in which the Executive participates immediately prior to the Change in Control, including but not limited to the Company's stock option and restricted stock plans, if any, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan), with which he has consented, has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue his participation therein, or any action by the Company which would directly or indirectly materially reduce his participation therein; (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by him or to which he was entitled under any of the Company's pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans in which he was participating at the time of a Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive him of any material fringe benefit enjoyed by him or to which he was entitled at the time of the Change in Control, or the failure by the Company to provide him with the number of paid vacation and sick leave days to which he is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect on the date hereof; (vii) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement; or (viii) any request by the Company that the Executive participate in an unlawful act or take any action constituting a breach of the Executive's professional standard of conduct.

(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 9(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to

circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder.

(e) Date of Termination. "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be,
(ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and
(iii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Commencement Date, as the case may be.

(f) Other Termination. The Executive's employment may be terminated by the Executive voluntarily, without Good Reason, during a thirty (30) day period immediately following the first annual anniversary of a Change in Control of the Company ("Window Period"). For purposes of this Agreement, a "Change in Control" means:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute an acquisition of control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition

by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this paragraph are satisfied;

(ii) Individuals who, as of April 30, 2001, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Company (the "Board"); provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan or related trust of the Company, one or more of its subsidiaries or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, twenty percent (20%) or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or

indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;

(iv) Approval by the shareholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition
(1) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding the Company and any employee benefit plan or related trust of the Company, one or more of its subsidiaries or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, twenty percent (20%) or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (3) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company; or

(v) The closing, as defined in the documents relating to, or as evidenced by a certificate of any state or federal

governmental authority in connection with, a transaction approval of which by the shareholders of the Company would constitute an "Change in Control" under subsection (iii) or
(iv) of this Section 3(f) of this Agreement.

Except as provided in the last sentence of this Section and notwithstanding anything contained in this Agreement to the contrary, if the Executive's employment is terminated before a Change in Control as defined in this Section 3(f) and the Executive reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a "Change in Control" and who effectuates a "Change in Control" or (ii) otherwise occurred in connection with, or in anticipation of, a "Change in Control" which actually occurs, then for all purposes of this Agreement, the date of a "Change in Control" with respect to the Executive shall mean the date immediately prior to the date of such termination of the Executive's employment.

(a) Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under
Section 3(f), without reason during the Window Period.

(i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below:

A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses

(1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and

B. the amount equal to the product of
(1) and (2) where:

(1) is

(i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and

(ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year,

and where

(2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and

C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Executive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for the period determined below:

(1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and

(2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and

assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period is the sum of the Annual Base Salary and Minimum Bonus over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;

(ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be;

(iii) for the period determined below:

(1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and

(2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and

or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and

(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies, excluding any severance plan or policy except to the extent that such plan or policy provides, in accordance with its terms, benefits with a value in excess of the benefits payable to the Executive under this
Section 4, (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

(b) Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause or the Executive terminates employment without Good Reason or, if the Window Period has not been eliminated under Section 3(f), not during the Window Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) Accrued Obligations less the amount determined under Section 4(a)(i)A(2) hereof, and (y) Other Benefits, in each case to the extent theretofore unpaid.

(c) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the

Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination.

(d) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 4(d) shall include, and the Executive shall be entitled after the Disability Commencement Date to receive, disability and other benefits as in effect generally with respect to other peer executives of the Company and its affiliated companies and their families.

(a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition, Executive shall not solicit employees of the Company for at least a one (1) year period beginning on the Date of Termination.

(b) In the event of a termination of the Executive by the Company for Cause or by the Executive before a Change in Control and without Good Reason, until the second anniversary of the Executive's Date of Termination, the Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, any business which competes, or that is planning to

compete, with the utility business of the Company or any of its affiliates or any other business in which the Company or any of its affiliates are engaged immediately prior to the Date of Termination in:

(i) Indiana;

(ii) Ohio, Michigan, Illinois or Kentucky; and

(iii) the United States.

The parties expressly agree that the terms of this limited non-competition provision under this section are reasonable, enforceable, and necessary to protect the Company's interests, and are valid and enforceable. In the unlikely event, however, that a court of competent jurisdiction were to determine that any portion of this limited non-competition provision is unenforceable, then the parties agree that the remainder of the limited non-competition provision shall remain valid and enforceable to the maximum extent possible.

(c) Specific Enforcement/Injunctive Relief. The Executive agrees that it would be difficult to measure damages to the Company from any breach of the covenants contained in Subsection (b) above, but that such damages from any breach would be great, incalculable and irremediable, and that damages would be an inadequate remedy. Accordingly, the Executive agrees that the Company may have specific performance of the terms of this Agreement in any court permitted by this Agreement. The parties agree however, that specific performance and the "add back" remedies described above shall not be the exclusive remedies, and the Company may enforce any other remedy or remedies available to it either in law or in equity including, but not limited to, temporary, preliminary, and/or permanent injunctive relief.

6. Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this

Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not he assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(a) Anything in this Agreement to the contrary or any termination of this Agreement notwithstanding and except as provided in subsection (e) of this Section 8, in the event it shall be determined that any payment or distribution or benefit made or provided by the Company or its affiliates to or for the benefit of the Executive whether pursuant to this Agreement or otherwise, and determined without regard to any additional payments required under this Section 8 (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross- Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination and whether subsection (e) is applicable, shall be made by the Company's independent auditor (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this
Section 8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any

refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to he paid.

(e) Notwithstanding anything contained in this Section 8 to the contrary, if the Executive's net after tax benefit for the payments made under this Agreement, including the Gross-Up Payment and after taking into account the applicable income and excise taxes (as determined in accordance with subsection (b) of this Section 8), would result in a net after tax benefit no greater than one hundred and five percent (105%) of the amount payable to the Executive assuming the Executive's payments under this Agreement were limited to the maximum amount that could be payable without application of the excise tax imposed by Section 4999 of the Code (the "Section 4999 Limit"), the Executive's payments shall be limited to the Section 4999 Limit.

(a) This Agreement shall be governed by and construed in accordance with the laws of Indiana, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force, or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall he given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

William S. Doty Vectren Corporation 20 N.W. Fourth Street Evansville, Indiana 47708

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee,

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) On and after the Commencement Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof and any such agreement shall be deemed terminated without any remaining obligations of either party thereunder.

10. Effective Date. This Agreement is effective as of April 30, 2001. Furthermore, this Agreement supersedes the employment agreement between William S. Doty and Vectren Corporation dated March 31, 2000. Executive hereby acknowledges that he has received sufficient consideration for substitution of this Agreement for the prior employment agreement.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

/s/ William S. Doty
------------------------------------
William S. Doty, the Executive

Date: May 24, 2001

Vectren Corporation

By/s/  Robert L. Koch II
-----------------------------------
         Robert L. Koch II
         Chairman of Compensation Committee
         of Board of Directors

Date: June 26, 2001

NAME                   POSITION                         LOCATION
--------               ------------                     ----------
William S. Doty        Senior Vice President            Evansville

EXHIBIT 10.44

RETIREMENT AGREEMENT

This Retirement Agreement (this "Agreement") is entered into on this 31st day of May, 2001 between Thomas J. Zabor ("Executive") and Vectren Corporation ("Vectren").

WHEREAS, Executive and Vectren are parties to an Employment Agreement dated as of March 31, 2000 (the "Employment Agreement");

WHEREAS, Executive and Vectren desire that Executive retire from employment with Vectren prior to the expiration of the Employment Agreement; and

WHEREAS, Executive and Vectren have negotiated the following terms and conditions for Executive's retirement.

NOW THEREFORE, in consideration of the foregoing premises and the agreement contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

1. Retirement. Executive hereby tenders Executive's voluntarily retirement from Vectren effective 11:59 p.m. Central Standard Time May 31, 2001 (the "Retirement Date"). Until that time, Executive will continue to be employed by Vectren pursuant to the terms of the Employment Agreement. The Employment Agreement will terminate as of the Retirement Date and Executive acknowledges and agrees that as of the Retirement Date, Vectren shall have no further obligations to Executive under the Employment Agreement.

2. Severance. Vectren agrees to pay Executive a post-retirement severance payment in the gross sum of $576,000.00, less all applicable payroll withholdings, including all state, local, and federal taxes (the "Retirement Payment"). The Retirement Payment shall be reported by Vectren on the appropriate W-2 form and shall be made as follows:

(a) $76,000.00 in one lump sum; and

(b) $500,000 shall be deferred and payable in 10 equal annual installments beginning on January 1, 2006. Such deferred amount shall be credited to a bookkeeping account and credited with interest in the manner described below. Vectren is under no obligation to fund the bookkeeping account. The deferred amount shall be paid out of the general assets of Vectren and Executive shall be an unsecured general creditor of Vectren with respect to the deferred amounts. The unpaid deferred amount shall earn interest at the rate of eight percent (8%) per annum, compounded annually. If Executive dies before payment of all of the deferred amounts, the remaining payments shall be made in accordance with the terms of this Agreement to Executive's beneficiary as designated to Vectren and if no beneficiary has been designated to Executive's estate.

No Retirement Payment shall be made until after the effective date of this Agreement (as determined pursuant to Section 8). All payments shall be mailed to Executive's address listed in Vectren's records within 30 days following the payment due date.

3. Welfare Benefits. During the Term (as defined in Section 12), Executive shall continue to be eligible to participate in the health insurance plan, the dental insurance plan, the vision insurance plan, the accidental death and disability plan (in the amount of Executive's most recent base salary) and the executive long term disability plan (collectively the "Welfare Benefit Plans") of Vectren. Such participation by Executive during the Term shall be governed by the terms and conditions of the respective Welfare Benefit Plan, as such terms and conditions are amended, restated, canceled or replaced from time to time. All payments shall be mailed to Executives address listed in Vectren's records within 30 days following the payment due date. During the Term, Vectren and Executive shall continue to pay their respective portions of the premium payments under such Welfare Benefit Plans in accordance with the terms of the respective Welfare Benefit Plan, and Executive shall be billed quarterly for Executive's portion of such premium. After the Term until Executive is age 65, Executive's ability to continue to participate in Vectren's health insurance plan shall be governed by the terms of such health insurance plan as in effect at that time and thereafter. After age 65 and until the death of Executive, during such time as Executive is covered by Medicare, Vectren will reimburse Executive for Executive's cost of Medicare Part B up to a maximum amount of $109.80 per calendar quarter and Executive will be eligible to participate in Vectren's Medicare supplement plan. After the Term, Executive's ability to continue to participate in Vectren's executive long term disability plan shall be governed by the terms of such executive long term disability plan as in effect at that time and thereafter. If Executive elects to continue the executive long term disability plan, then (i) Executive shall provide Vectren with written notice of such election on or before the end of the Term, (ii) Executive shall become responsible for all premium payments under the long term disability plan on and after the end of the Term, and (iii) Executive shall be responsible for and pay all taxes associated with the election to continue the long term disability plan by Executive. Nothing in this Agreement shall in any way limit Vectren's ability to amend, restate, cancel or replace any such Welfare Benefit Plan and the Medicare supplement plan in Vectren's sole discretion.

4. Split Dollar Life Insurance. During the Term, the split dollar life insurance policy and the term life insurance policy (in the amount of Executive's most recent base salary) covering Executive shall remain in effect. During the Term, Vectren and Executive shall continue to pay their respective portions of the premium payments under such split dollar life insurance policy and term life insurance policy in accordance with the terms of the policy and the parties past practice, and Executive shall be billed quarterly for Executive's portion of such premium. Upon expiration or earlier termination of the Term, Executive shall have the option to assume the split dollar life insurance policy and term life insurance policy. If Executive elects to assume the split dollar life policy and term life insurance policy then (i) Executive shall provide Vectren with written notice of such assumption on or before the end of the Term, (ii) Executive shall become responsible for all premium payments under the split dollar life insurance policy on and after the end of the Term, (iii) Executive shall be responsible for and pay any and all taxes associated with the assumption of such split dollar life insurance policy by Executive, and (iv) Executive shall transfer to Vectren the portion of the cash

value required to be repaid up to, but not in excess of, Vectren's unreimbursed premium toward the split dollar life insurance. If the split dollar life policy is not assumed by Executive and is terminated, Vectren shall be entitled to and shall be paid by Executive or his heirs or estate, if not already paid to Vectren or offset by Vectren from amounts due to Executive, the cash value of the split dollar life insurance policy.

5. Acknowledgment of Retirement Status. Executive shall be deemed "retired" pursuant to the terms of the Vectren Corporation Executive Restricted Stock Plan ("Restricted Stock Plan"). Vectren acknowledges that the Chief Executive Officer (the "CEO") has consented to the early retirement of Executive under the Restricted Stock Plan. Executive acknowledges and agrees that as a result of Executive's retirement and the receipt of consent of such early retirement from the CEO, Executive is entitled to 822 restricted shares from the grant of restricted shares made to Executive as of October 1, 2000 under the Restricted Stock Plan and the balance of the restricted shares granted as of such date are forfeited. Executive further acknowledges and agrees that the restricted shares to which Executive is entitled remain subject to the terms and conditions of the Restricted Stock Plan including, but not limited to, the restrictions and forfeiture provisions contained in the Restricted Stock Plan. Notwithstanding anything contained herein to the contrary, Executive's rights under the Vectren Corporation Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan") shall be governed by the provisions set forth in the Deferred Compensation Plan and not this Agreement.

6. General Release and Waiver.

(a) Executive hereby agrees that in order to receive the considerations set forth in this Agreement, and for other good and valuable consideration including the Retirement Payment, the receipt and adequacy of which is hereby acknowledged, Executive was required to sign this Agreement and that Executive, for Executive and Executive's heirs, representatives, successors and assigns, hereby WAIVES, RELEASES and FOREVER DISCHARGES Vectren, Vectren's current and former affiliates and their predecessors and successors and their respective officers, directors, shareholders, employees, and agents, both individually and in their official capacities, from any claim, demand, action, cause of action, or right, known or unknown, which arose at any time from the beginning of time to the date Executive executes this Agreement relating to, arising out of, or in any way connected with Executive's employment, the cessation of that employment, or the compensation or benefits payable in connection with that employment or the cessation of that employment including, but not limited to, any claim, demand, action, cause of action or right based on but not limited to: (i) the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. ss. 621, et seq. and the Older Workers' Benefit Protection Act; (ii) Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. ss. 2000(e), et seq.; (iii) the Americans With Disabilities Act of 1990, as amended, 42 U.S.C. ss. 12101, et seq.; (iv) the Family & Medical Leave Act of 1993, 29 U.S.C. ss. 2601, et seq.; (v) the Indiana Civil Rights Law,

IND. CODE 22-9-1, et seq.; (vi) the Fair Labor Standards Act, 29 U.S.C. ss. 201, et seq.; (vii) any existing or potential entitlement or benefit under any Vectren program or plan; (viii) any agreement, contract, or representation, whether oral or written, express or implied; and (ix) any other federal, state, or local law, whether emanating or arising from statute, constitution, executive order, regulation, common law, or other source including, but not limited to, any action sounding in tort or contract, any action relating to age, sex, disability, racial or other discrimination or any action for wrongful discharge.

(b) Executive does not hereby waive or release (i) any right or claim that may arise after the date of this Agreement or (ii) any non-forfeitable rights or benefits the Executive has accrued under any tax qualified retirement plan.

(c) Executive is specifically agreeing that Executive is WAIVING, RELEASING and FOREVER DISCHARGING any claim, demand, action, cause of action or right arising out of or relating to the termination of Executive's employment, recognizing that the decision to terminate employment is being made now, even though actual termination of employment is taking effect later, and that the termination will take place as provided in this Agreement without any further action on the part of either Executive or Vectren.

7. Confidentiality and Non-Competition.

(a) Confidentiality Executive agrees to hold in a fiduciary capacity for the benefit of Vectren all secret or confidential information, knowledge or data relating to Vectren or any of its affiliated companies, and their respective businesses, which shall have been obtained by Executive during Executive's employment by Vectren or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). After the Retirement Date, Executive shall not, without the prior written consent of Vectren or as may otherwise be required by law or legal process (provided Vectren has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than Vectren and those designated by it. In addition, Executive shall not solicit employees of Vectren for the period beginning on the Retirement Date and ending on the date one (1) year after the Term (as hereinafter defined).

(b) Non-Compete. From the Retirement Date until the end of the second year following the end of the Term, Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, any business which competes, or that is planning to compete, with the utility business of Vectren or any of its affiliates or any other business in which Vectren or any of its affiliates are engaged immediately prior to the Retirement Date or during the Term in: (i) Indiana; (ii) Ohio, (iii) Michigan, (iv)

Illinois; (v) Kentucky; and (vi) the United States. The parties expressly agree that the terms of this limited non-competition provision under this section are reasonable, enforceable, and necessary to protect Vectren's interests, and are valid and enforceable. In the unlikely event, however, that a court of competent jurisdiction were to determine that any portion of this limited non-competition provision is unenforceable, then the parties agree that the remainder of the limited non-competition provision shall remain valid and enforceable to the maximum extent possible.

(c) Damages; Specific Enforcement/Injunctive Relief. Executive agrees that it would be difficult to measure damages to Vectren from any breach of the covenants contained in subsections (a) and (b) above, but that such damages from any breach would be great, incalculable and irremediable, and that damages would be an inadequate remedy. Accordingly, Executive agrees that upon a breach of any of the covenants contained in subsections (a) and (b) above (i) Vectren may have specific performance of the terms of this Agreement in any court permitted by this Agreement and (ii) Executive shall immediately return any payment paid pursuant to this Agreement including, but not limited to, the Retirement Payment and waive any future payment pursuant to this Agreement including, but not limited to, the Retirement Payment. The parties agree, however, that specific performance, the return and waiver of payments and the other remedies described herein shall not be the exclusive remedies, and Vectren may enforce any other remedy or remedies available to it either in law or in equity including, but not limited to, temporary, preliminary, and/or permanent injunctive relief.

8. Return of Property. Except as otherwise provided in Section 12(d), immediately upon the request of Vectren, Executive agrees to return to the custody of Vectren all Vectren property and proprietary information, as well as all copies thereof, that are in Executive's possession, custody or control. This includes all tangible personal property (such as keys, credit cards, computers, hand held devices, cell phones, etc.) and all writings, contracts, records, files, tape recordings, correspondence, communications, summaries, data, notes, memoranda, diskettes, or any other source containing information which relates to or references Vectren and which was provided by Vectren or obtained as a result of Executive's employment with Vectren.

9. Covenant Not to Sue. Executive agrees that Executive will not commence any legal action or lawsuit, or otherwise assert any legal claim, in violation of the waiver and release contained in this Agreement or on any claim released in this Agreement, except to the extent such right to bring a legal action may not be waived by law. Executive agrees that if Executive violates this covenant not to sue or this Agreement (a) that Executive's lawsuit is null and void, and must be summarily withdrawn and/or dismissed; (b) that Executive shall pay all costs, expenses, and damages incurred by Vectren in defending against and as a result of Executive's lawsuit, including reasonable attorneys' fees; (c) that Executive shall pay all costs and expenses incurred by Vectren in seeking enforcement of this Agreement; and (d) that Executive shall immediately return any payment paid pursuant to this Agreement including, but not limited to, the Retirement Payment and waive any future payment pursuant to this Agreement including, but not limited to, the Retirement Payment.

10. Knowledge and Understanding. Executive acknowledges that before Executive signed this Agreement: (a) Executive was advised to consult with an attorney prior to executing this Agreement, (b) Executive had a period of twenty-one (21) days within which to consider this Agreement; and (c) Executive is fully aware of Executive's rights, and has carefully read and fully understands all provisions of this Agreement. Executive further acknowledges that this Agreement has been signed freely, knowingly, and voluntarily and that Executive has not been threatened or coerced into signing this Agreement. Executive further acknowledges that to the extent Executive has signed this Agreement less than twenty-one (21) days after it was furnished to Executive, Executive does so for Executive's own personal reasons and with an understanding that Executive could have taken the full twenty-one (21) days to consider this Agreement.

11. Revocation and Effective Date. For a period of seven (7) days following Executive's execution of this Agreement, Executive may revoke this Agreement by submitting a written revocation to Vectren. Executive may revoke this Agreement during the revocation period for any reason or no reason at all. This Agreement shall not become effective or enforceable, and the payments and benefits stated above shall not become payable or due, until this Agreement has been signed by both parties and the revocation period has expired without this Agreement being revoked by either party. If this Agreement is not timely revoked by either party, it shall become effective and enforceable on the eighth (8th) day after it is executed by both parties.

12. Consulting Agreement.

(a) Commencement of Consulting Services. As of the Retirement Date, Vectren hereby appoints and engages Executive after the Retirement Date as an independent contractor and not as an employee, and Executive hereby accepts appointment and engagement as a consultant to Vectren, upon the terms and conditions contained in this Section.

(b) Term. Executive shall provide the services described in this Section beginning on the Retirement Date and ending two years after the Retirement Date, unless, prior to such date, Executive or Vectren terminates, with or without cause, Executive's services (the "Term").

(c) Activities of Executive. During the Term, Executive shall undertake for and on behalf of, and to the extent requested by, Vectren subject to the limitations set forth herein, to advise Vectren (i) from the Retirement Date through December 31, 2001 by telephone, electronically, in writing or in person: (A) with respect to the business of Vectren as it exists on the Retirement Date including, but not limited to, Teamster's labor contract negotiations, IBEW local 702 productivity improvement committee representation to September 1, 2001,

transition and training of Ray Graham and general labor matters (1 day per week) to September 30, 2001 or (B) with respect to other matters relating to the business of Vectren and within the knowledge of Executive for which consultation shall reasonably be requested by Vectren from time to time and (ii) from January 1, 2002 through the end of the Term by telephone: (A) with respect to the business of Vectren as it exists on the Retirement Date or (B) with respect to other matters relating to the business of Vectren and within the knowledge of Executive for which consultation shall reasonably be requested by Vectren from time to time. In performing the consulting work for Vectren, Executive shall (i) have no formal schedule of duties or assignments, (ii) be required to perform services for Vectren (A) from the Retirement Date through September 30, 2001 the number of hours as Vectren deems reasonably necessary for assignments, but not less than 40 hours per month and (B) from October 1, 2001 through the end of the Term a minimum of 20 hours per month, (iii) be subject to control and supervision of Vectren, and (iv) be required to comply with any detailed orders and instructions given by Vectren from time to time.

(d) Time and Place for the Performance of Executive's Duties. In performing consulting work for Vectren, Executive shall (i) work at such times as either Executive may elect or as Vectren may reasonably request, and (ii) shall perform consulting work at such locations as Vectren may reasonably require. Vectren shall provide Executive with office space, furniture and supplies (including a computer, cell phone, telephone, access to copy machine and access to fax machine) to be used by Executive solely for performing the services required hereunder and shall reimburse Executive for his reasonable out of pocket expenses incurred solely in connection with performing the services required hereunder, all as Vectren shall reasonably determine from time to time until the earlier of (i) the expiration or earlier termination of the Term or (ii) Vectren's cessation of doing regular business at the building located at 1630 North Meridian Street, Indianapolis, Indiana.

(e) Non-Performance Payment. If Executive fails to perform the services required under this Agreement for the full two year period, then Executive shall immediately pay to Vectren, or at Vectren's option permit Vectren to offset from any amount payable to Executive, $50,000 for each year and portion thereof that Executive did not perform the services required; provided, however, such payments or offset shall not be effected unless Vectren provides Executive with written notice of Executive's failure to perform the services required and Executive fails to cure such failure to the satisfaction of Vectren within five calendar days after receipt of such notice.

(f) Applicability of Provisions and Extension of Time Periods. Executive acknowledges and agrees that the confidentiality and non-competition provisions contained in Section 4 of this Agreement shall be applicable during the Term (provided the provision of consulting services provided pursuant to this Section shall be permitted) and shall be applicable after the Term for the period provided in Section 4 as if the Retirement Date was the end of the Term.

(g) Tax Treatment. The parties agree that payments hereunder
(i) constitute ordinary income to Executive, (ii) are deductible by Vectren, (iii) do not constitute wages for purposes of Federal Income Contributions Act ("FICA") but constitute earnings from self-employment for purposes of FICA and are therefore the responsibility of Executive. The parties agree to file tax returns and pay taxes consistent with this subsection, to resist (and cooperate with each other in resisting) any assertion to the contrary by any governmental agency and to indemnify each other from and against any loss or expense by reason of a breach of the foregoing.

13. Miscellaneous.

(a) This Agreement shall apply to Executive, as well as to Executive's heirs, executors, and administrators. This Agreement also shall apply to, and inure to the benefit of, Vectren, the predecessors, successors, and assigns of Vectren and each of their respective past, present, or future employees, agents, representatives, trustees, officers, or directors.

(b) The parties agree that the provisions of this Agreement are both reasonable and enforceable. However, if any provision of this Agreement were determined to be unenforceable or invalid, the parties agree that such provision shall be enforced to the maximum extent permitted by law and that the remaining provisions shall remain in full force and effect.

(c) This Agreement shall not be considered to create an escrow account, trust fund or other funding arrangement of any kind or a fiduciary relationship between Executive and Vectren.

(d) Executive shall not have any right to anticipate, pledge, alienate or assign any rights under this Agreement and any effort to do so shall be null and void. The amounts payable under this Agreement shall be exempt from the claims of creditors or other claimants and from all orders, decrees, levies and executions and any other legal process to the fullest extent that may be permitted by law.

(e) The parties acknowledge and agree that this Agreement shall be governed, interpreted, and enforced under the laws of the State of Indiana, without regard to conflicts of law principles.

(f) This Agreement sets forth the complete agreement between the parties relating to the subject matter herein. Executive acknowledges and agrees that, in executing this Agreement, Executive does not rely and has not relied upon any representations or statements not set forth herein made by Vectren with regard to the subject matter, basis, or effect of this Agreement or otherwise.

(g) Any prior agreement between Executive and Vectren and/or Vectren's predecessors or their past and present affiliates relating to Executive's employment, including, but not limited to, the Employment Agreement (the "Prior Agreements") are terminated as of the Retirement Date without any remaining obligations of either party thereunder and are as of the Retirement Date superseded by this Agreement. All payments made under this Agreement are in full satisfaction of all amounts due Executive under the Prior Agreements.

(h) This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto.

(i) All notices and other communications hereunder shall be in writing and shall he given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:                            If to Vectren:
---------------                             -------------

Thomas J. Zabor                             Vectren Corporation
8313 Skipjack Drive                         20 N.W. Fourth Street
Indianapolis, Indiana  46236                Evansville, Indiana  47708
                                            Attn: Ronald E. Christian,
                                            General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(j) This Agreement may be executed in counterparts and when executed shall constitute one agreement.

[signature page immediately following]

IN WITNESS WHEREOF, the parties hereto have executed this Retirement Agreement as of the date first above written.

"Vectren"

Vectren Corporation

By: /s/ Richard G. Lynch
-----------------------------------------
 Printed: Richard G. Lynch
 Title: Sr. Vice President

"Executive"

 /s/ Thomas J. Zabor
------------------------
Printed: Thomas J. Zabor