Item 11.      Executive Compensation


EXECUTIVE COMPENSATION AND OTHER INFORMATION


COMPENSATION

The following  tabulation  shows for the fiscal years ended  September 30, 1997,
1998 and 1999, the compensation paid by the Company and its subsidiaries to each
of  the  six  most  highly   compensated   executive  officers  of  the  Company
(considering  for this  purpose Mr.  Baker and Mr.  Hewitt,  who were  executive
officers of Indiana Gas during the past fiscal year, to be executive officers of
the Company) in all capacities in which they served.

                           Summary Compensation Table


<TABLE>
<CAPTION>
               (a)                    (b)     (c)               (d)                (e)                (h)                 (i)
                                                                                                   Long-Term
                                                                                                  Compensation         All Other
                                                   Annual Compensation                              Payouts          Compensation
                                   ----------------------------------------------------------- ------------------- ---------------
                                                                              Other Annual
 Name and Principal Position in                                             Compensation (2)    LTIP Payouts (3)
              Group                  Year    Salary          Bonus (1)                                                    (4)
---------------------------------- ---------------------- -------------------------------- ------------------- -------------------

<S>                                <C>        <C>           <C>                 <C>               <C>                   <C>
L. A. Ferger,                      1997       $396,692      $  222,577          $  55,052         $   297,232           $39,225
Chairman and Chief Executive       1998        408,481         238,015             48,850             313,468            35,195
Officer (5)                        1999        323,961         293,569             42,157             267,257            37,016


Niel C. Ellerbrook, President      1997        217,923          89,271             21,050             114,419            21,117
and Chief Operating Officer (6)    1998        284,054         107,508             19,658                   0            21,053
                                   1999        339,715         174,132             19,421             215,699            23,112

Paul T. Baker,                     1997        257,785         118,561             20,134              99,068            28,991
Executive V.P. and Chief           1998        260,000         123,881             18,668                   0            26,791
Operating Officer, Indiana Gas     1999        263,577         125,663             18,018             186,760            26,457

Anthony E. Ard,                    1997        147,477          68,485             10,678                                20,037
Sr. V.P.  - Corporate Affairs      1998        149,304          71,526              9,421              58,102            19,068
and Secretary                      1999        161,881          71,206              8,667                   0            20,409
                                                                                                      109,551

Timothy M. Hewitt,                 1997        136,977          50,510              7,577                                14,662
V.P. - Operations and              1998        143,175          53,772              6,810              41,739            15,243
Engineering, Indiana Gas           1999        152,154          54,853              6,407                   0            16,871
                                                                                                       78,667

Carl L. Chapman,                   1997              0          62,519             12,557              81,664                 0
Sr. V.P. & CFO                     1998         87,115               0              9,768                   0             7,406
President, Investments (7)         1999        207,885          28,500              9,965             153,932            18,695
</TABLE>


(1)  The amounts shown in this column are payments  under the Annual  Management
     Incentive  Plan.  Amounts paid in any fiscal year are  attributable  to the
     Company's  performance in the prior fiscal year. The following payments (in
     thousands)  were  earned in fiscal year 1999 and have been  determined  and
     approved for  distribution by the Company's  compensation  committee:  L.A.
     Ferger ($ 227);N. C. Ellerbrook  ($204);  Paul T. Baker ($ 123); Anthony E.
     Ard ($ 77);  Timothy M. Hewitt ($ 56) and,  Carl L. Chapman ($ 120).  These
     payments will be shown in next year's summary compensation tables as fiscal
     year 2000 Bonus. With the exception of the Chief Executive  Officer,  these
     payments were determined based upon the company's financial  performance as
     determined by the consolidated return on equity relative to a peer group of
     companies,  and, with the  exception of the Chief  Executive  Officer,  the
     achievement of individual performance objectives.

(2)  The amounts  shown in this column are dividends  paid on restricted  shares
     issued under the Stock Plan relating to "Long-Term Incentive Compensation".

(3)  The amounts shown in this column represent the value of shares issued under
     the Executive Restricted Stock Plan (Stock Plan) and for which restrictions
     were lifted in each of those fiscal years. For instance,  the amounts shown
     for  fiscal  year  1997  represent  the  value of  one-third  of the  Third
     Measuring Period shares,  including the performance grant, issued under the
     Stock Plan and for which restrictions were lifted as of September 30, 1997.
     For fiscal year 1998, in contemplation  of additional  changes to the Stock
     Plan,  the board of  directors  approved an  amendment to the Stock Plan to
     postpone the lapsing of the  restrictions on shares from September 30, 1998
     until February 1, 1999.  With the exception of L. A. Ferger,  the executive
     officers  consented to the  postponement  of the lapsing of restrictions on
     their respective shares; consequently, after 1998 this column only reflects
     a value for the  issuance  of shares to Mr.  Ferger  under the Stock  Plan.
     After the  lifting of those  restrictions,  the  executive  officers,  as a
     group,  held 75,914  restricted  shares,  with an aggregate market value of
     those shares as of that date of  $1,522,835.  Those  shares  continue to be
     subject to  restrictions  imposed  by the Stock  Plan,  and they  represent
     one-third of the initial grant of the Fourth Measuring  Period shares,  and
     all of the initial  grants of the Fifth and Sixth  Measuring  Periods.  The
     number and value of  restricted  shares held by each  executive  officer on
     September 30, 1999, follows: L. A. Ferger - 31,528 shares,  $632,452;  Niel
     C.  Ellerbrook - 14,264  shares,  $286,136;  Paul T. Baker - 13,630 shares,
     $273,418;  Anthony E. Ard - 5,971  shares,  $119,778;  Timothy M.  Hewitt -
     4,484 shares, $89,949; and Carl L. Chapman - 6,037 shares, $121,102.

(4)  The  amounts  shown  in  this  column  are  Company  contributions  to  the
     Retirement Savings Plan and the dollar value of insurance premiums paid by,
     or on  behalf  of,  the  Company  and  its  subsidiaries  with  respect  to
     split-dollar life insurance for the benefit of executive officers.

(5)  Mr. Ferger  retired as Chief  Executive  Officer of the company and Indiana
     Gas on May 31, 1999.  He continues in his position as Chairman of the Board
     of  Directors  Indiana  Energy,  Inc.,  Indiana Gas  Company,  Inc. and IEI
     Investments, Inc..

(6)  Mr.  Ellerbrook was elected  President and Chief  Executive  Officer of the
     Company and Indiana Gas effective June 1, 1999.

(7)  Mr.  Chapman's  compensation  reflected  in the table for fiscal  year 1997
     consists  of  compensation  earned  prior to, but paid in fiscal  year 1997
     (column d),  dividends  received  on  restricted  stock  (column e) and the
     lifting  of  restrictions  on stock  previously  granted  (column  h).  Mr.
     Chapman's  compensation  reflected in the table for fiscal year 1998, began
     on May 1, 1998,  when he ceased his employment with ProLiance and commenced
     full-time employment as President of Investments.


LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>




                                                                                      Estimated Future Payouts Under Non-Stock
                                                                                                 Price-Based Plans
                                                                                  --------------------------------------------------
                (a)                          (b)                    (c)                 (d)           (e)               (f)
                                                            Performance or Other
                                                               Periods Until                        Target
                                      Number of Shares,    Maturation or Payout      Threshold     Number of     Maximum Number of
  Name and Principal Position in        Units or Other              (2)              Number of      Shares           Shares (5)
               Group                      Rights (1)                                 Shares (3)       (4)
------------------------------------ --------------------- ---------------------- -------------- -------------- --------------------
<S>                                           <C>                 <C>                      <C>         <C>             <C>
L. A. Ferger,
Chairman and Chief Executive
Officer                                       3,664                  -                     0           3,664           7,328

Niel C. Ellerbrook,
President and Chief Executive
Officer                                       2,587                  -                     0           2,587           5,174

Paul T. Baker,
Executive V.P. and Chief Operating
Officer, Indiana Gas                          1,681                  -                     0           1,681           3,362

Anthony E. Ard,
Sr. V.P. - Corporate Affairs and
Secretary                                       668                  -                     0             668           1,336

Timothy M. Hewitt,
V. P. - Operations and
Engineering, Indiana Gas                        625                  -                     0             625           1,250


Carl L. Chapman,
Sr. V.P. & CFO,
President, Investments                        2,457                  -                     0           2,457           4,914
</TABLE>



(1)  This column shows the  restricted  shares  awarded  during fiscal year 1999
     under the Stock  Plan.  The market  value of the shares on the dates of the
     grants is  determined  according to a formula in the Stock Plan based on an
     average price over a period of time preceding the grant. Dividends are paid
     directly  to the holders of the stock.  Included  is the  initial  grant of
     shares for the Sixth Measuring Period.

(2)  The  granting  of  additional  shares,  if  any,  and  the  application  of
     forfeiture  provisions  depends upon certain  measurements of the Company's
     total  return  to  shareholders  in  comparison  to  the  total  return  to
     shareholders of a predetermined group of comparable companies.

(3)  The Sixth Measuring Period initial grant shares,  which are included in the
     total number of shares shown in column (b) and are also set forth in column
     (e), are subject to forfeiture.  If the Company's  performance  compared to
     the peer group (peer group) during this  measuring  period places it in the
     bottom  quartile,  the  executive  officers  will forfeit all of the shares
     granted for this period. For fiscal year, 1999, companies in the peer group
     were as follows:  AGL Resources Inc.,  Atmos Energy Corp.,  Cascade Natural
     Gas Corp., CTG Resources, Inc., Eastern Enterprises, Energen Corp., Laclede
     Gas Co., MCN Energy Group,  Inc.  (formerly  MCN Corp.),  National Fuel gas
     Co.,  New Jersey  Resources  Corp.,  NICOR,  Inc.,  NW Natural,  NUI Corp.,
     Pennsylvania Enterprises,  Inc., Peoples Energy Corp., Piedmont Natural Gas
     Co.  Inc.,  Public  Service  Co.  of North  Carolina,  Inc.,  South  Jersey
     Industries,  Inc., SEMCO Energy,  Inc.,  Southern Union Co.,  Southwest Gas
     Corp.,  Southwestern  Energy Co., UGI Corp.,  Washington  Gas Light Co. and
     WICOR,  Inc.  In fiscal year 1999,  Bay State Gas Co. was removed  from the
     peer group, as it was merged out of existence. The companies to be included
     in the  peer  group  were  determined  by one of the  company's  investment
     bankers and approved by the company's Compensation Committee.

(4)  The Sixth Measuring Period initial grant shares,  which are the same as the
     total number of shares in column (b) are  presented in this column.  If the
     Company's  performance  compared to the peer group  during  this  measuring
     period places it in the middle two quartiles, these shares will vest.

(5)  Under the Stock Plan, if the Company's performance compared to the peer
     group during the Sixth Measuring Period places it in the top quartile, an
     additional performance grant equal to the original Sixth Measuring Period
     grant will be made. In that event, the shares shown in column (e) will be
     doubled.

LONG TERM INCENTIVE COMPENSATION

The purpose of the Stock Plan is to retain and motivate the Company's  principal
officers and to increase  their  incentive to work toward the  attainment of the
Company's  long-term growth and profit objectives by providing them with a means
of acquiring or increasing their  proprietary  interests.  Under the Stock Plan,
the  compensation  committee  recommends  to the  board  of  directors,  and the
non-employee  directors  determine  the  executive  officers,  as well as  other
principal  officers,  to whom  grants  will be made and the  percentage  of each
officers  base  salary  to be used for  determining  the  number of shares to be
granted.

To be eligible for a grant,  a principal  must consent in writing to observe the
restrictions  imposed on the  shares.  The shares may not be sold,  transferred,
pledged,  or assigned until  restrictions are lifted.  For the three-year grants
that were provided under the Stock Plan through the end of fiscal year 1997, the
restrictions  are lifted in 33 1/3 percent  increments on the fourth,  fifth and
sixth anniversaries of the calendar day immediately preceding the first calendar
day of the measuring  period.  On the completion of the merger with SIGCORP,  as
discussed in Note 2 to the Consolidated  Financial  Statements,  restrictions on
shares granted under the Stock Plan will lift.

The granting of additional shares, if any, and the application of the forfeiture
provisions,  depends upon two primary criteria:  (i) certain measurements of the
total return of the Company's  shareholders in comparison to the total return of
shareholders  of the  companies  in the  peer  group:  and  (ii)  the  continued
employment of the officer during the period of the restriction.

Effective  October 1, 1997,  the Stock Plan was  amended to provide  that grants
would be provided on an annual basis  instead of every three  years.  To reflect
the change from three-year  grants,  the percentage of the participant's  annual
salary that is used to determine the grant is no longer  subject to a multiplier
of three.  Although  grants  will still be subject to a three year total  return
performance  measuring  period,  all of the  restrictions  will be lifted on the
fourth anniversary of the calendar day immediately  preceding the first calendar
day of the measuring period applicable to that grant.


RETIREMENT SAVINGS PLAN

During the past fiscal year, the Company sponsored the Retirement  Savings Plan,
which covers both  bargaining  and  non-bargaining  employees.  In general,  the
Savings Plan permits  participants  to elect to have not more than 19 percent of
their  qualified  compensation  (subject to certain  maximums  imposed on highly
compensated  employees by the Internal  Revenue Code) invested on a tax-deferred
basis in shares of the  Company's  Common  Stock or  various  investment  funds.
Non-bargaining   participants   in  the  Savings  Plan  have  matching   Company
contributions  made to the plan on their  behalf  equal to 100  percent of their
contributions  not  in  excess  of 6  percent  of  their  individual  redirected
compensation.

The Summary Compensation Table shows the value of contributions made to the plan
for executive officers in the column marked "All Other Compensation."

RETIREMENT PLANS

During the past fiscal  year,  the  Company  and  Indiana  Gas each  sponsored a
defined  benefit  pension plan covering  full-time  employees of the Company and
certain of its subsidiaries,  and of Indiana Gas, respectively, who meet certain
age and service  requirements.  The Company's  plan covers  salaried  employees,
including executive  officers,  and provides fixed benefits at normal retirement
age based upon compensation and length of service,  the costs of which are fully
paid by the employer and are  computed on an actuarial  basis.  The pension plan
also provides for benefits upon death,  disability  and early  retirement  under
conditions specified therein. The remuneration covered by this plan includes all
compensation  for regular work periods  (excluding  overtime,  bonuses and other
forms of additional compensation).

On January 1, 1999, this plan was converted to a cash balance pension plan which
provides  participants  the  opportunity to receive lump sum benefits in lieu of
fixed  monthly  benefits.  The amount of the lump sum benefit is based on annual
accruals which relate to the  participant's  compensation.  In order to ease the
transition  of the  plan  conversion,  the plan has  special  grandfather  rules
applicable  to  participants  at  certain  service  levels and ages to avoid any
reduction in their benefits under the plan.

During the past  fiscal  year,  the  Company  had a  supplemental  pension  plan
covering  the  principal  officers  of the  Company  and its  subsidiaries.  The
supplemental pension plan provides fixed benefits at normal retirement age based
upon  compensation  and is  computed on an  actuarial  basis.  The  supplemental
pension  plan also  provides  for  benefits  upon  death,  disability  and early
retirement under conditions specified therein,  including service  requirements.
This supplemental  pension plan also provides a reduced benefit to a participant
who voluntarily  terminates his employment with a participating  employer (which
may consist of the  Company or one or more of its  subsidiaries)  before  normal
retirement  age (65),  but  following  a change in control of the  Company.  The
remuneration  covered by the supplemental pension plan includes all compensation
for  regular  work  periods  (including  incentive  payments  and other forms of
additional compensation).

Upon retirement at or after age 65, any participant in the supplemental  pension
plan will,  in general,  be entitled to an annual  pension for life which,  when
added  to  primary  Social  Security  benefits,  defined  benefit  pension  plan
benefits,  described  above,  and  benefits  under the  Retirement  Savings Plan
attributable  to   contributions   by   participants'   employers,   will  equal
approximately 65 percent of the participant's average annual compensation during
the 60  consecutive  calendar  months  immediately  preceding the  participant's
retirement  date.  The  amounts  paid under the  supplemental  pension  plan are
unfunded and are paid from the general assets of the Company.

The following table illustrates the estimated normal annual retirement  benefits
payable  to a covered  participant  retiring  at age 65 under  the  supplemental
pension  plan  and  under  the  defined  benefit  plan  based  on the  specified
remuneration and under the Retirement Savings Plan attributable to contributions
made by the Company  and, as  pertinent,  one or more of its  subsidiaries.  The
compensation  included  in the  Summary  Compensation  Table  under  salary  and
payments under the annual  Incentive Plan qualifies as remuneration for purposes
of these plans. The amounts shown do not reflect reductions,  which would result
from joint and survivor elections.



                                  Pension Table

                         15 or More Years of Service (1)


             Remuneration Level              Amount of Benefits (2)
                $125,000                         $ 81,250
                 150,000                           97,500
                 175,000                          113,750
                 200,000                          130,000
                 225,000                          146,250
                 250,000                          162,500
                 300,000                          195,000
                 350,000                          227,500
                 400,000                          260,000
                 450,000                          292,500
                 500,000                          325,000

(1)  The  compensation  covered by the plans  includes the salary and  incentive
     payments shown on the Summary  Compensation Table. Years of service are not
     used in  calculating  the benefit  amount under the  Unfunded  Supplemental
     Retirement  Plan. The amounts shown above are offset by Social Security and
     benefits under the Retirement  Savings Plan  attributable to  contributions
     made by the Company and, as pertinent, one or more of its subsidiaries.

(2)  Although  the benefit  attributable  to the  Savings  Plan may be paid in a
     single lump sum payment,  it has been  converted  to an annual  benefit for
     purposes of this table. The estimated aggregate annual pension plan benefit
     may be greater than the amounts in the table to the extent that the Savings
     Plan benefit,  after  conversion to an annual benefit and when added to the
     annual  benefit under the  applicable  defined  benefit  plan,  exceeds the
     amount  specified  in the table.  Since the  Savings  Plan has only been in
     effect  for a few  years,  it is  unlikely  in the  near  future  that  the
     aggregated  Savings Plan benefit and defined  benefit  plan  benefits  will
     exceed the amount specified in the table.

EMPLOYMENT AND TERMINATION BENEFITS AGREEMENTS

The Company,  with  approval of the board of  directors,  has entered into three
year  employment  agreements  with the executive  officers listed in the Summary
Compensation  Table.  Each agreement  continues  unless notice of termination is
given be either party, in which event the agreement will terminate approximately
three years from the date of notice.  The period between notice and  termination
is defined as an  "employment  period"  under each  agreement.  Each  officer is
entitled  to  compensation  consisting  of the annual  aggregate  base salary or
salaries,  and such additional  compensation as the board determines  throughout
the  employment  period.  Each  agreement is also subject to  termination in the
event of  disability,  death,  or voluntary  retirement by the individual or his
termination for cause.

There is also additional  termination  benefits payable to the executives in the
event of their termination for reasons other than disability,  death,  voluntary
retirement or  termination  for cause.  These  termination  benefits are payable
under the following  conditions if the  employment of an executive is terminated
during the employment period:

             The Company  terminates  the  employment  of the  executive for any
             reason (other than for cause, death, the executive's  attainment of
             age 65, or the executive's disability): or

             The executive  voluntary  terminates his employment for good reason
             (as defined below): or

             The executive voluntarily  terminates his employment without reason
             during  the  thirty  day  period  immediately  following  the first
             anniversary of an acquisition of control of the Company.

For purposes of the  employment  agreements,  the term "good  reason"  before an
acquisition of control means a material  breach of the  employment  agreement by
the Company.  After an acquisition of control,  the term "good reason" means any
material change in the terms of the executive's employment with the Company.

The  benefits  payable  to the  executive  upon  the  early  termination  of the
employment  period include a lump sum payment of the remaining salary payable to
the executive if he continued his  employment for the duration of the employment
period,  a minimum  bonus or  bonuses  (determined  based on his  highest  bonus
payable to the executive during the immediately  preceding three years) for each
of the years,  or portion  thereof,  remaining in the employment  period and the
actuarial  equivalent of any benefits  which will not be earned by the executive
as a result of his termination  before the completion of the employment  period,
including benefits under nonqualified retirement and welfare plans maintained by
the Company. In addition, any restricted stock held by the executive will become
fully vested. Finally to the extent that payment of the benefits would result in
an excise tax  payable  by the  executive  under  Section  280G of the  Internal
Revenue Code,  the Company will make an  additional  payment to the executive to
offset completely the effect of the excise tax.

The  benefits  described  above apply to all  executive  officers  listed in the
Summary  Compensation  Table other than Timothy M. Hewitt. Mr. Hewitt's benefits
are predicated upon a 24 month  employment  period versus a 36 month period.  In
addition, Mr. Hewitt is not entitled to the gross-up payment, if applicable, for
any excise tax payable under the Internal revenue Code Section 280G.