SECOND AMENDMENT

         THIS SECOND AMENDMENT (this "Second Amendment") dated as of October 31,
2000 is to the Credit  Agreement (the "Credit  Agreement")  dated as of March 8,
1999 among  INDIANA GAS COMPANY,  INC.  (the  "Company"),  certain  lenders (the
"Banks"),  ABN AMRO BANK  N.V.,  as  Syndication  Agent,  NATIONAL  CITY BANK OF
INDIANA, as Documentation Agent, and BANK ONE, INDIANA,  N.A., as Administrative
Agent.  Unless otherwise  defined herein,  terms defined in the Credit Agreement
are used herein as defined therein.

         WHEREAS,  the parties  hereto have  entered  into the Credit  Agreement
which provides for the Banks to make Loans to the Company from time to time; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged), the parties hereto agree as follows:

         SECTION 1 AMENDMENTS.  Effective on (and subject to the  occurrence of)
the Second  Amendment  Effective Date (as defined below),  the Credit  Agreement
shall be amended as follows:

         1.1 Article I shall be amended by inserting the  following  definitions
in the appropriate alphabetical order:

                  "Designating Lender" - see Section 12.6.

                  "SPV" - see Section 12.6.

         1.2 The  definition  of the  term  "Commitment"  shall  be  amended  by
deleting the phrase  "opposite its signature below" therein and substituting the
phrase "in Schedule 2" therefor.

         1.3 The  definition of the term  "Facility  Termination  Date" shall be
amended by deleting the date "March 6, 2001" therein and  substituting  the date
"October 30, 2001" therefor.

         1.4 The  definition of the term  "Parent"  shall be amended by deleting
the name  "Indiana  Energy,  Inc."  therein and  substituting  the name "Vectren
Utility Holdings, Inc." therefor.


<PAGE>



         1.5 The following  Section 12.6 shall be added to the Credit  Agreement
in the appropriate numeric sequence:

                  12.6.  Designation.   (i)  Notwithstanding   anything  to  the
         contrary  contained  herein,  any Lender (a  'Designating  Lender') may
         grant to one or more special purpose funding  vehicles (each an 'SPV'),
         identified  as such in  writing  from  time to time by the  Designating
         Lender  to the  Administrative  Agent,  the  option to  provide  to the
         Borrowers  all or any part of any Loan  that  such  Designating  Lender
         would otherwise be obligated to make to the Borrowers  pursuant to this
         Agreement;   provided  that  (a)  nothing  herein  shall  constitute  a
         commitment  by any SPV to make any Loan,  (b) if an SPV  elects  not to
         exercise  such option or otherwise  fails to provide all or any part of
         such Loan, the Designating  Lender shall be obligated to make such Loan
         pursuant to the terms  hereof,  and (c) the  Designating  Lender  shall
         remain  liable  for any  indemnity  or other  payment  obligation  with
         respect  to its  Commitment  hereunder.  The making of a Loan by an SPV
         hereunder shall utilize the Commitment of the Designating Lender to the
         same extent, and as if, such Loan were made by such Designating Lender.

                  (ii) As to any Loan or portion  thereof  made by it,  each SPV
         shall have all the  rights  that a Lender  making  such Loan or portion
         thereof would have had under this Agreement;  provided,  however,  that
         each SPV shall have granted to its  Designating  Lender an  irrevocable
         power of attorney to deliver and receive all  communication and notices
         under this  Agreement  and any other Loan  Documents and to exercise on
         such SPV's behalf all of such SPV's voting rights under this Agreement.
         No  additional  Note shall be required to evidence the Loans or portion
         thereof  made by an SPV;  and the related  Designating  Lender shall be
         deemed  to hold its Note as agent  for such SPV to the  extent  of each
         Loan or portion  thereof funded by such SPV. In addition,  any payments
         for the account of any SPV shall be paid to its  Designating  Lender as
         agent for such SPV.

                  (iii) Each party  hereto  hereby  agrees  that no SPV shall be
         liable for any  indemnity or payment  under this  Agreement for which a
         Lender would otherwise be liable. In furtherance of the foregoing, each
         party  hereto  hereby  agrees  (which   agreements  shall  survive  the
         termination of this Agreement) that, prior to the date that is one year
         and one day after the  payment  in full of all  outstanding  commercial
         paper or other senior  indebtedness  of any SPV, it will not  institute
         against, or join any other person in instituting against,  such SPV any
         bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
         proceeding under the laws of the United States or any State thereof.

                  (iv) In  addition,  notwithstanding  anything to the  contrary
         contained in this Section 12.6 or otherwise in this Agreement,  any SPV
         may (a) at any time and without  paying any  processing  fee  therefor,
         assign or  participate  all or a portion of is  interest in any Loan to
         the  Designating  Lender  or to  any  financial  institution  providing
         liquidity  and/or  credit  support to or for the account of such SPV to
         support  the  funding or  maintenance  of Loans and (b)  disclose  on a
         confidential basis any non-public  information relating to its Loans to
         any rating agency,  commercial  paper dealer or provider of any surety,
         guarantee or credit or liquidity  enhancement to such SPV. This Section
         12.6 may not be amended without the written consent of each Designating
         Lender affected thereby.

         1.6 The signature pages shall be amended by deleting the following: (i)
the term "Commitments"; (ii) the amount "$35,000,000" opposite the signatures of
BANK ONE, INDIANA,  N.A. and ABN AMRO BANK N.V.; (iii) the amount  "$30,000,000"
opposite the signature of NATIONAL CITY BANK OF INDIANA;  and (iv) "$100,000,000
TOTAL".

         1.7 The  column  entitled  "Level II Status"  set forth on the  Pricing
Schedule  shall  be  amended  by  deleting  the  figure   "0.20%"   therein  and
substituting the figure "0.25%" therefor.

         1.8 The  Commitments of the Lenders on the Second  Amendment  Effective
Date shall be as set forth on Schedule 2 hereto, and such Schedule 2 is added to
the Credit Agreement as Schedule 2 thereto.

         SECTION 2 REPRESENTATIONS  AND WARRANTIES.  The Company  represents and
warrants  to the Banks  that (a) each  warranty  set  forth in  Article V of the
Credit  Agreement  is true and  correct as if made on the date  hereof,  (b) the
execution and delivery by the Company of this Second Amendment and the New Notes
(as defined below) and the performance by the Company of its  obligations  under
the Credit  Agreement  as amended  hereby (as so amended,  the  "Amended  Credit
Agreement")  and the New  Notes  (i) are  within  the  corporate  powers  of the
Company, (ii) have been duly authorized by all necessary corporate action, (iii)
have received all necessary  governmental  approval and (iv) do not and will not
contravene or conflict with any provision of law or of the charter or by-laws of
the Company or any indenture,  loan agreement or other material contract,  order
or decree which is binding upon the Company, and (c) this Second Amendment,  the
Amended  Credit  Agreement  and the New Notes are the legal,  valid and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their terms,  except as enforceability may be limited by bankruptcy,  insolvency
or other  similar  laws of general  application  affecting  the  enforcement  of
creditor's  rights or by general  principles of equity limiting the availability
of equitable remedies.

         SECTION 3  EFFECTIVENESS.  The  amendments set forth in Section 1 shall
become effective,  as of the day and year first above written,  on the date (the
"Second  Amendment  Effective  Date") that the  Administrative  Agent shall have
received  (i)  counterparts  of this  Second  Amendment  executed by the parties
hereto,  (ii) a new note for each Bank which has  requested  a note  pursuant to
Section  2.13 (iv) of the  Credit  Agreement,  in each case in the amount of the
Commitment  of such Bank after  giving  effect  hereto  (any such  note,  a "New
Note"),  (iii) certified  copies of resolutions of the Board of Directors of the
Company  authorizing  or ratifying  the execution and delivery by the Company of
this Second  Amendment and the New Notes and the  performance  by the company of
its  obligations  under the Amended Credit  Agreement and the New Notes,  (iv) a
certificate of the Secretary or an Assistant Secretary of the Company certifying
the names of the  officer or officers  of the  Company  authorized  to sign this
Second Amendment and the New Notes, together with a sample of the true signature
of each such  officer,  (v) an  opinion  of Barnes &  Thornburg,  counsel to the
Company,  satisfactory  to the  Administrative  Agent and the Banks and (vi) all
fees which are then due and payable  pursuant to the fee letter dated  September
27, 2000.

         SECTION 4  MISCELLANEOUS.

         4.1  Continuing  Effectiveness,  etc.  As herein  amended,  the  Credit
Agreement  shall  remain in full  force and effect  and is hereby  ratified  and
confirmed  in all  respects.  After the Second  Amendment  Effective  Date,  all
references  in the Credit  Agreement,  each other Loan  Document and any similar
document to the "Credit  Agreement"  or similar terms shall refer to the Amended
Credit Agreement.

         4.2  Counterparts.  This Second Amendment may be executed in any number
of counterparts and by the different parties on separate counterparts,  and each
such  counterpart  shall be deemed to be an original  but all such  counterparts
shall together constitute one and the same Second Amendment.

         4.3 Governing Law. This Second Amendment shall be a contract made under
and governed by the laws of the State of Indiana  applicable  to contracts  made
and to be performed entirely within such State.

         4.4 Successors and Assigns. This Second Amendment shall be binding upon
the Company and the Banks and their respective successors and assigns, and shall
inure to the benefit of the Company and the Banks and the successors and assigns
of the Banks.

         4.5  Expenses.  The  Company  agrees  to pay the  reasonable  costs and
expenses  of the  Administrative  Agent  in  connection  with  the  preparation,
execution and delivery of this Second Amendment.

         4.6 Waiver. The Required Lenders hereby waive any Default arising under
Section 7.11 of the Credit  Agreement due to the merger between  Indiana Energy,
Inc. and SIGCORP, Inc. on March 31, 2000.


<PAGE>





         IN WITNESS WHEREOF, the Company and the Banks have executed this Second
Amendment as of the date first above written.

                                    INDIANA GAS COMPANY, INC.



                                    By: /s/ Timothy L. Burke
                                       -----------------------------------------

                                    Title: Vice President & Treasurer
                                          --------------------------------------
<PAGE>




                                    BANK ONE, INDIANA, N.A., individually
                                    and as Administrative Agent



                                    By: /s/ Randall K. Stephens
                                       -----------------------------------------

                                    Title: Managing Director
                                          --------------------------------------

<PAGE>






                                    ABN AMRO BANK N.V.



                                    By: /s/ David B. Bryant
                                       -----------------------------------------

                                    Title: Senior Vice President
                                           & Managing Director
                                          --------------------------------------



                                          /s/ Gregory Babaya
                                          Assistant Vice President

<PAGE>



                                    NATIONAL CITY BANK OF INDIANA



                                    By: /s/ William E. Kennedy
                                       -----------------------------------------

                                    Title: V.P.
                                          --------------------------------------

<PAGE>


                                    THE BANK OF NEW YORK



                                    By: /s/ John Watt
                                       -----------------------------------------

                                    Title: Vice President
                                          --------------------------------------

<PAGE>



                                    KEYBANK NATIONAL ASSOCIATION



                                    By: /s/ Sherrie I. Manson
                                       -----------------------------------------

                                    Title: Vice President
                                          --------------------------------------

<PAGE>


                                   SCHEDULE 2


Lender                                                        Commitment
------                                                        ----------

ABN AMRO BANK N.V.                                            $35,000,000

BANK ONE, INDIANA, N.A.                                       $35,000,000

NATIONAL CITY BANK OF INDIANA                                 $35,000,000

KEYBANK NATIONAL ASSOCIATION                                  $25,000,000

THE BANK OF NEW YORK                                          $25,000,000
                                                             ------------

TOTAL                                                        $155,000,000