vc_8k0310ex.htm


    

      Exhibit
4.1



       

      SIXTH
SUPPLEMENTAL INDENTURE

      


      among

      


      VECTREN
UTILITY HOLDINGS, INC., AS ISSUER

      


      


      INDIANA
GAS COMPANY, INC., AS GUARANTOR

      


      


      SOUTHERN
INDIANA GAS AND ELECTRIC COMPANY, AS GUARANTOR

      


      


      VECTREN
ENERGY DELIVERY OF OHIO, INC., AS GUARANTOR

      


      


      and

      


      


      U.S. BANK
NATIONAL ASSOCIATION, AS TRUSTEE

      


      


      


      


      


      


      Dated
March 10, 2008

      



      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

      


      Page

      


      
        	
                ARTICLE
      I DEFINITIONS

              	
                3

              
	
                SECTION
      1.1. DEFINITION OF TERMS.

              	
                3

              
	
                ARTICLE
      II GENERAL TERMS AND CONDITIONS OF THE NOTES

              	
                5

              
	
                SECTION
      2.1. DESIGNATION AND PRINCIPAL AMOUNT; GUARANTEES.

              	
                5

              
	
                SECTION
      2.2. MATURITY.

              	
                5

              
	
                SECTION
      2.3. FORM AND PAYMENT.

              	
                5

              
	
                SECTION
      2.4. GLOBAL NOTE.

              	
                6

              
	
                SECTION
      2.5. PAYMENT OF PRINCIPAL AND INTEREST.

              	
                7

              
	
                ARTICLE
      III REDEMPTION OF THE NOTES; DEFEASANCE

              	
                8

              
	
                SECTION
      3.1. REDEMPTION AT THE COMPANY’S OPTION.

              	
                8

              
	
                SECTION
      3.2. NO SINKING FUND.

              	
                8

              
	
                SECTION
      3.3. DEFEASANCE.

              	
                8

              
	
                SECTION
      3.4. REDEMPTION UPON DEATH OF A BENEFICIAL OWNER.

              	
                8

              
	
                ARTICLE
      IV MISCELLANEOUS

              	
                11

              
	
                SECTION
      4.1. RATIFICATION OF INDENTURE.

              	
                11

              
	
                SECTION
      4.2. TRUSTEE NOT RESPONSIBLE FOR RECITALS.

              	
                12

              
	
                SECTION
      4.3. GOVERNING LAW.

              	
                12

              
	
                SECTION
      4.4. SEPARABILITY.

              	
                12

              
	
                SECTION
      4.5. COUNTERPARTS.

              	
                12

              
	
                SECTION
      4.6. AMENDMENTS.

              	
                12

              


      

      


      


      EXHIBIT A
- FORM OF NOTE

      ANNEX A
- FORM OF REDEMPTION REQUEST

      EXHIBIT B
- TRUSTEE’S CERTIFICATE OF AUTHENTICATION


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      SIXTH
SUPPLEMENTAL INDENTURE, dated as of March 10, 2008 (the “Sixth Supplemental
Indenture”), among Vectren Utility Holdings, Inc., an Indiana corporation (the
“Company”), Indiana Gas Company, Inc., an Indiana corporation and an Ohio
corporation (“Indiana Gas”), Southern Indiana Gas and Electric Company, an
Indiana corporation (“SIGECO”) and Vectren Energy Delivery of Ohio, Inc., an
Ohio corporation (“VEDO”, and together with Indiana Gas and SIGECO, the “Initial
Guarantors”) and U.S. Bank National Association (the “Trustee”).

       

      WHEREAS,
the Company and the Initial Guarantors executed and delivered the Indenture
dated as of October 19, 2001 (the “Base Indenture”) to the Trustee to provide
for the Company’s unsecured notes, debentures or other evidence of indebtedness
of the Company (collectively, the “Securities”), and the Guarantees (as
hereinafter defined), to be issued from time to time in one or more series, as
might be determined by the Company under the Base Indenture;

       

      WHEREAS,
pursuant to the terms of the Base Indenture, the Company desires to provide for
the establishment of a new series of Debt Securities, the 6.25% Senior Monthly
Notes due 2039 (the “Notes”), and the unconditional guarantees by the Guarantors
(as defined herein) of the payment of the amounts owed with respect to the Notes
(the “Guarantees”), the form and terms of such Notes and the terms, provisions
and conditions of the Notes and the Guarantees to be set forth as provided in
the Base Indenture and this Sixth Supplemental Indenture (together, the
“Indenture”);

       

      WHEREAS,
the Company and the Initial Guarantors requested that the Trustee execute and
deliver this Sixth Supplemental Indenture and all requirements necessary to make
this Sixth Supplemental Indenture a valid, binding and enforceable instrument in
accordance with its terms, and to make the Notes, when executed, authenticated
and delivered by the Company and with the Guarantees endorsed thereon and
executed by the Guarantors, the valid, binding and enforceable obligations of
the Company and the Guarantors, as applicable, have been made:

       

      NOW,
THEREFORE, in consideration of the purchase and acceptance of the Notes by the
Holders thereof, and for the purpose of setting forth, as provided in the Base
Indenture, the form and terms of the Notes, each of the Company and the Initial
Guarantors, as applicable, covenants and agrees with the Trustee as
follows:

       

      ARTICLE
I

      DEFINITIONS

       

      SECTION
1.1. Definition of
Terms.

       

      (a)           Unless
the context otherwise requires:

       

      (b)           a
term defined in the Base Indenture has the same meaning when used in this Sixth
Supplemental Indenture;

       

      (c)           a
term defined anywhere in this Sixth Supplemental Indenture has the same meaning
throughout;

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (d)           the
singular includes the plural and vice versa;

       

      (e)           headings
are for convenience of reference only and do not affect
interpretation;

       

      (f)           the
following terms have the meanings given to them in this Section
1.1(f):

       

      “Beneficial
Owner” has the meaning specified in Section 3.4.

       

      “Fiscal
Agent” means U.S. Bank Trust National Association, New York, New York, or its
successor.

       

      “Global
Note” shall have the meaning set forth in Section 2.4.

       

      “Guarantors”
shall have the meaning specified in Section 2.1.

       

      “Initial
Period” has the meaning specified in Section 3.4.

       

      “Interest
Payment Date” means the first day of each
calendar month, commencing April 1, 2008.

       

      “Maturity
Date” shall have the meaning specified in Section 2.2.

       

      “Original
Issue Date” means March 10, 2008.

       

      “Participants”
shall have the meaning specified in Section 3.4.

       

      "Quarterly
Redemption Date" means January 1, April 1, July 1 and October 1 of each year,
beginning July 1, 2008.

       

      “Redemption
Price” shall have the meaning specified in Section 3.1.

       

      “Redemption
Request” shall have the meaning specified in Section 3.4.

       

      “Regular
Record Date” means, with respect to any Interest Payment Date for the Notes, the
close of business on the fifteenth day (whether or not a Business Day) prior to
such Interest Payment Date.

       

      “Representatives”
shall have the meaning specified in Section 3.4.

       

      “Subsequent
Period” shall have the meaning specified in Section 3.4.

       

      The
following terms shall have the respective meanings set forth in the recitals to
this Sixth Supplemental Indenture:

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


       

      “Base
Indenture”

      “Company”

      “Guarantees”

      “Indenture”

      “Indiana
Gas”

      “Initial
Guarantors”

      “Notes”

      “Sixth
Supplemental Indenture”

      “Securities”

      “SIGECO”

      “Trustee”

      “VEDO”

       

      ARTICLE
II

      GENERAL
TERMS AND CONDITIONS OF THE NOTES

       

      


      SECTION
2.1. Designation and
Principal Amount; Guarantees.

       

      There is
hereby authorized a new series of Securities, designated the 6.25% Senior
Monthly Notes due 2039, limited (except as otherwise provided in Article 2 of
the Base Indenture) in aggregate principal amount to
$125,000,000.  The Notes may be issued from time to time upon written
order of the Company for the authentication and delivery of Notes pursuant to
Section 2.03 of the Base Indenture.  Each of the Initial Guarantors
(together with each other subsidiary of the Company that pursuant to the terms
of the Indenture guarantees the Company’s obligations under the Notes and the
Indenture, the “Guarantors”) fully and unconditionally and jointly and severally
guarantees to the Holders of the Notes upon which the Guarantees are endorsed,
upon authentication and delivery by the Trustee, the due and punctual payment of
the principal of, and interest on, and any Redemption Price with respect to, the
Notes, when and as the same shall become due and payable, whether at the
Maturity Date, upon acceleration or redemption or otherwise, in accordance with
the terms of the Notes and of the Indenture.

       

      SECTION
2.2. Maturity.

       

      The date
upon which the principal on the Notes shall become due and payable at final
maturity is April 1, 2039 (the “Maturity Date”) if not redeemed in full
previously in accordance with Article III of this Sixth Supplemental
Indenture.

       

      SECTION
2.3. Form and
Payment.

       

      The Notes
shall be issued in fully registered certificated form without interest coupons,
bearing identical terms (except as otherwise provided in Article 2 of the Base
Indenture).  Principal

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      of, and
interest on, and any Redemption Price with respect to, the Notes will be
payable, the transfer of such Notes will be registrable and such Notes will be
exchangeable for Notes bearing identical terms at the office or agency of the
Company maintained for such purpose as described below.

       

      The
Company hereby designates the Borough of Manhattan, The City of New York as a
place of payment (“Place of Payment”) for the Notes, and the office or agency
maintained by the Company in such Place of Payment for the purposes contemplated
by this Section 2.3 shall initially be the Corporate Trust Office of the Trustee
at 100 Wall Street, Suite 2000, New York, New York 10005, Attention: Richard
Prokosch.

       

      The Notes
shall be issuable in denominations of $1,000 and integral multiples of $1,000 in
excess thereof.

       

      The Notes
may be issued, in whole or in part, in permanent global form and, if issued in
permanent global form, the Depository shall be The Depository Trust Company or
such other depositary as any officer of the Company may from time to time
designate.

       

      The
Registrar, the Paying Agent and the transfer agent for the Notes shall initially
be the Trustee.

       

      The Notes
shall be in substantially the form set forth in Exhibit A
hereto.

       

      SECTION
2.4. Global
Note.

       

      (a)           Unless
and until it is exchanged for Notes in registered certificated form, a global
note in principal amount equal to the aggregate principal amount of the Notes
(the “Global Note”) may be transferred, in whole but not in part, only to the
Depository or a nominee of the Depository, or to a successor Depository or to a
nominee of such successor Depository.

       

      (b)           If
at any time (i) the Depository notifies the Company that it is unwilling or
unable to continue as a Depository for the Global Note and no successor
Depository shall have been appointed within 90 days after such notification,
(ii) the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934 or any other applicable rule or regulation and
no successor Depository shall have been appointed within 90 days after the
Company becoming aware of the Depository’s ceasing to be so registered, (iii)
the Company, in its sole discretion, determines that the Global Note shall be so
exchangeable or (iv) there shall have occurred and be continuing an Event of
Default, the Company will execute, and, subject to Article 2 of the Base
Indenture, the Trustee, upon written notice from the Company, will authenticate
and deliver Notes, with the Guarantees endorsed thereon and executed by the
Guarantors, in registered certificated form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Note in exchange for such Global Note.  Upon the
exchange of the Global Note for such Notes in registered certificated form
without coupons, in authorized denominations, the Global Note shall be cancelled
by the Trustee.  Such Notes in registered certificated form
issued

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      in
exchange for the Global Note shall be registered in such names and in such
authorized denominations as the Depository, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the
Trustee.  The Trustee shall deliver such Notes to the Depository for
delivery to the Persons in whose names such Notes are so
registered.

       

      SECTION
2.5. Payment of
Principal and Interest.

       

      The Notes
shall bear interest at the per annum rate of 6.25%.

       

      Interest
shall be paid monthly in arrears on each Interest Payment Date commencing on
April 1, 2008.  Payments of interest on the Notes will include
interest accrued from, and including, the immediately preceding Interest Payment
Date to which interest has been paid or duly provided for (or from, and
including, the Original Issue Date if no interest has been paid or duly provided
for) to, but excluding, the applicable Interest Payment Date or date of earlier
redemption, as the case may be.  Interest payments for the Notes shall
be computed and paid on the basis of a 360-day year consisting of twelve 30-day
months.

       

      The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will be paid to the Holder(s) of the Notes as of the Regular Record
Date for such Interest Payment Date.  Any such interest that is not so
punctually paid or duly provided for on any Interest Payment Date will forthwith
cease to be payable to the Holders of the Notes as of the close of business on
such Regular Record Date and may either be paid to the Person or Persons in
whose name such Notes are registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Notes by the Trustee
not less than fifteen (15) days prior to such Special Record Date, or be paid at
any time in any other lawful manner, all as more fully provided in the Base
Indenture.

       

      Payment
of the principal of, and any interest (other than interest due on an Interest
Payment Date) on, the Notes due on the Maturity Date or date of earlier
redemption, as the case may be, shall be made in immediately available funds,
upon presentation and surrender of the applicable Notes at the office or agency
maintained by the Company for that purpose in the Borough of Manhattan, The City
of New York, currently the office of the Trustee located at 100 Wall Street,
Suite 2000, New York, New York 10005, or at such other paying agency in the
Borough of Manhattan, The City of New York, as the Company may
determine.  Payment of interest due on any Interest Payment Date will
be made by wire transfer to the Holders entitled thereto of immediately
available funds at such place and to such account at a banking institution in
the United States as may be designated in wire transfer instructions received in
writing by the Trustee at least sixteen (16) days prior to such Interest Payment
Date or, if not so received, by check mailed to the address of the applicable
Holders in the Security Register.  Any such wire transfer instructions
received by the Trustee shall remain in effect until revoked by such
Holder.

       

      Any
payments on the Notes will be made in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      In the
event that any Interest Payment Date or the Maturity Date or date of earlier
redemption falls on a day that is not a Business Day, the required payment of
principal and/or interest payable on such date shall be made on the next
succeeding Business Day with the same force and effect as if made on the date
such payment was due, and no interest shall accrue with respect to such payment
for the period from and after such Interest Payment Date or the Maturity Date or
date of earlier redemption, as the case may be, to the date of such payment on
the next succeeding Business Day.

       

       

      ARTICLE
III

      REDEMPTION
OF THE NOTES; DEFEASANCE

       

      SECTION
3.1. Redemption at the
Company’s Option.

       

      The Notes
shall be subject to redemption at the option of the Company, in whole at any
time or in part from time to time, on or after April 1, 2013 at a price (the
“Redemption Price”) equal to 100% of the principal amount to be redeemed plus
any accrued and unpaid interest thereon to but excluding the applicable
redemption date; provided, however, that interest payable on a Note with respect
to an Interest Payment Date that falls on or before such redemption date shall
be made to the Holder thereof on the Regular Record Date related to such
Interest Payment Date.

       

      In the
event of redemption of the Notes in part only, a new Note or Notes for the
unredeemed portion will be issued in the name or names of the Holders thereof
upon the presentation and surrender thereof, as set forth in Section 3A.08 of
the Base Indenture.

       

      Notice of
redemption shall be given as provided in Section 3A.05 of the Base
Indenture.

       

      Any
redemption of less than all of the Notes shall, with respect to the principal
thereof, be divisible by $1,000.

       

      SECTION
3.2. No Sinking
Fund.

       

      The Notes
are not subject to, or entitled to the benefit of, any sinking
fund.

       

      SECTION
3.3. Defeasance.

       

      Article 8
of the Base Indenture describing Defeasance and Covenant Defeasance shall apply
to the Notes.

       

      SECTION
3.4. Redemption upon
Death of a Beneficial Owner.

       

      Unless
the Notes have been declared due and payable prior to the Maturity Date by
reason of an Event of Default, or have been previously redeemed or otherwise
repaid in accordance with their terms, the Representative (as hereinafter
defined) of a deceased Beneficial Owner (as hereinafter defined) of Notes has
the right to request redemption prior to the Maturity Date of all or part of
such Notes, and the Company will redeem the same, subject to the limitations and
conditions that the

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      Company
will not be obligated to redeem, during the period from the Original Issue Date
through and including April 1, 2009 (the “Initial Period”), and, during any
twelve-month period that ends on and includes each April 1 thereafter (each such
twelve-month period being hereinafter referred to as a “Subsequent Period”), (i)
Notes with an aggregate principal amount in excess of $25,000 from the
Representative of any deceased Beneficial Owner or (ii) Notes exceeding
$2,500,000 in aggregate principal amount from the Representatives of all
deceased Beneficial Owners.

       

      The
Company may, at its option, redeem any deceased Beneficial Owner’s Notes in the
Initial Period or any Subsequent Period in excess of $25,000. Any such
redemption, to the extent that it exceeds the $25,000 limitation for the
Representative of any deceased Beneficial Owner, shall not be included in the
computation of the $2,500,000 limitation for the Representatives of all deceased
Beneficial Owners for the applicable period or for any succeeding Subsequent
Period. The Company may, at its option, also redeem deceased Beneficial Owners’
Notes in the Initial Period or in any Subsequent Period in an aggregate
principal amount exceeding $2,500,000. Any such redemption, to the extent it
exceeds the $2,500,000 limitation for the Representatives of all deceased
Beneficial Owners, shall not reduce the $2,500,000 limitation for all such
Representatives for the applicable period or any Subsequent Period. On any
determination by the Company to redeem Notes in excess of the $25,000 limitation
for the Representative of any deceased Beneficial Owner or the $2,500,000
limitation for the Representatives of all deceased Beneficial Owners, Notes so
redeemed shall be redeemed in the order of the receipt of Redemption Requests
(as hereinafter defined) by the Trustee.

       

      A request
for redemption of a Note may be initiated by the Representative of a deceased
Beneficial Owner.  For purposes of making a redemption request, the
Representative of a deceased Beneficial Owner is any person who is the personal
representative of, or is otherwise authorized to represent, the estate of such
deceased Beneficial Owner or the surviving joint tenant or tenant(s) by the
entirety or the trustee of a trust (each, a “Representative”). A Representative
may initiate a request for redemption at any time. The Representative shall
deliver its request to the Participant (as hereinafter defined) through whom the
deceased Beneficial Owner owned the Note to be redeemed, in form satisfactory to
such Participant, together with evidence of the death of such Beneficial Owner,
evidence of the authority of the Representative satisfactory to such
Participant, any waivers, notices or certificates as may be required under
applicable state or federal law and any such other evidence of the right to such
redemption as such Participant may require. The request must specify the
principal amount of the Notes to be redeemed in denominations of $1,000 and
integral multiples thereof. Subject to the rules and arrangements applicable to
the Depository, the Participant will thereupon deliver to the Depository a
request for redemption substantially in the form attached to the Notes as Annex
A (a “Redemption Request”). The Depository will, upon receipt of a Redemption
Request, forward the same to the Trustee. The Trustee shall maintain records
with respect to Redemption Requests received by it, including the date of
receipt, the name of the Participant filing the Redemption Request and the
status of each Redemption Request with respect to the $25,000 individual
limitation and the $2,500,000 aggregate limitation. The Trustee will immediately
file with the Company each Redemption Request it receives, together with the
information regarding the eligibility of the Redemption Request with respect to
the $25,000 individual limitation and the

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      $2,500,000
aggregate limitation. The Company, the Depository and the Trustee may
conclusively assume, without independent investigation or verification, that the
statements contained in each Redemption Request are true and correct and shall
have no responsibility (a) for reviewing any documents submitted to the
Participant by the Representative or (b) for determining whether the deceased
person is in fact the Beneficial Owner of the Notes to be redeemed or is in fact
deceased and whether the Representative is duly authorized to request redemption
on behalf of the applicable Beneficial Owner.

       

      Subject
to the $25,000 individual limitation and the $2,500,000 aggregate limitation,
the Company will, after the death of any Beneficial Owner, redeem the Notes on
the next Quarterly Redemption Date occurring not less than 30 days following
receipt by the Company of a Redemption Request from the Trustee. If a Redemption
Request exceeds the $25,000 individual limitation, or if all Redemption Requests
exceed the $2,500,000 aggregate limitation during the applicable period, then
the excess Redemption Requests will be applied in the order received by the
Trustee to successive Subsequent Periods, regardless of the number of Subsequent
Periods required to redeem the Notes to which such Redemption Requests relate.
The Company may, at any time, notify the Trustee that it will redeem, on the
next Quarterly Redemption Date occurring not less than 30 days after that
notice, all or any lesser amount of Notes for which Redemption Requests have
been received but which are not then eligible for redemption by reason of the
$25,000 individual limitation or the $2,500,000 aggregate limitation. Any Notes
so redeemed shall be redeemed in the order of receipt of Redemption Requests by
the Trustee.

       

      The price
to be paid by the Company for the Notes to be redeemed pursuant to a Redemption
Request is 100% of the principal amount of those Notes plus any accrued but
unpaid interest thereon to but excluding the applicable redemption date;
provided, however, that interest payable on a Note with respect to an Interest
Payment Date that falls on or before such redemption date shall be made to the
Holder of such Note on the Regular Record Date related to such Interest Payment
Date. Subject to arrangements with the Depository, payment for the Notes to be
redeemed shall be made to the Depository upon presentation of Notes to the
Trustee for redemption in the aggregate principal amount specified in the
Redemption Requests submitted to the Trustee by the Depository which are to be
fulfilled on that date. The principal amount of any Notes acquired or redeemed
by the Company other than by redemption at the option of any Representative of a
deceased Beneficial Owner pursuant to this Section 3.4 shall not be included in
the computation of either the $25,000 individual limitation or the $2,500,000
aggregate limitation for the Initial Period or for any Subsequent
Period.

       

      For
purposes of this section, a “Beneficial Owner” means the person who has the
right to sell, transfer or otherwise dispose of a Note and the right to receive
the proceeds from that sale, as well as the interest thereon and principal
thereof. In general, a determination of beneficial ownership in the Notes will
be subject to the rules, regulations and procedures governing the Depository and
institutions (“Participants”) that have accounts with the Depository or a
nominee thereof.

       

      For
purposes of this section, a Note held in tenancy by the entirety, joint tenancy
or by tenants in common will be deemed to be held by a single Beneficial Owner,
and the death of a tenant by the

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      entirety,
joint tenant or tenant in common will be deemed the death of the Beneficial
Owner of such Note. The death of a person who, during his or her lifetime, was
entitled to substantially all of the rights of a Beneficial Owner of a Note will
be deemed the death of the Beneficial Owner of such Note, regardless of the
recordation of such ownership of such Note on the records of the Participant, if
such rights can be established to the satisfaction of the Participant and the
Company.

       

      In the
case of a Redemption Request that is presented on behalf of a deceased
Beneficial Owner that has not been fulfilled at the time the Company gives
notice of its election to redeem the Notes pursuant to Section 3.1 hereof, the
Notes that are the subject of such pending Redemption Request shall be redeemed
prior to any other Notes pursuant to Section 3.1 hereof to the extent the
aggregate principal amount of such Notes does not exceed the aggregate principal
amount of Notes the Company has elected to redeem pursuant to Section 3.1
hereof.

       

      The
Representative of a deceased Beneficial Owner of Notes may initiate the
withdrawal of any Redemption Request by making a request therefor to the
applicable Participant and requesting the Participant to request that the
Depository make a similar request to the Trustee not less than 60 days prior to
the Quarterly Redemption Date on which such Notes are first eligible for
redemption. The Company may, at its option, purchase any Notes for which
Redemption Requests have been received in lieu of redeeming such
Notes.

       

      During
such time or times as the Notes are not represented by a Global Security and are
issued in certificated form, all references herein to Participants and the
Depository, including the Depository’s governing rules, regulations and
procedures, shall be deemed deleted, all determinations which under this Section
the Participants are required to make shall be made by the Company (including,
without limitation, determining whether the applicable decedent is in fact the
Beneficial Owner of a Note to be redeemed or is in fact deceased and whether the
Representative is duly authorized to request redemption on behalf of the
applicable Beneficial Owner), and all Redemption Requests, to be effective,
shall be delivered by the Representative to the Trustee, with a copy to the
Company, and shall be in the form of a Redemption Request (with appropriate
changes mutually agreed to by the Trustee and the Company to reflect the fact
that such Redemption Request is being executed by a Representative (including
provision for signature guarantees)) and, in addition to all documents that are
otherwise required to accompany a Redemption Request, shall be accompanied by
the Note that is the subject of such request and, if applicable, a properly
executed assignment or endorsement. If the record ownership of a Note is held by
a nominee of the deceased Beneficial Owner, a certificate or letter from such
nominee attesting to the deceased’s ownership of a beneficial interest in the
Note must also be delivered.

       

       

      ARTICLE
IV

      MISCELLANEOUS

       

      SECTION
4.1. Ratification of
Indenture.

       

      The Base
Indenture, as supplemented by this Sixth Supplemental Indenture, is in all
respects ratified and confirmed, and this Sixth Supplemental Indenture shall be
deemed part of the Indenture

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      in the
manner and to the extent herein and therein provided.

       

      SECTION
4.2. Trustee Not
Responsible for Recitals.

       

      The
recitals herein contained are made by the Company and not by the Trustee, and
the Trustee assumes no responsibility for the correctness
thereof.  The Trustee makes no representation as to the validity or
sufficiency of this Sixth Supplemental Indenture.

       

      SECTION
4.3. Governing
Law.

       

      This
Sixth Supplemental Indenture and each Note issued hereunder shall be deemed to
be contracts made under the internal laws of the State of Indiana and for all
purposes shall be governed by and construed in accordance with the laws of said
State without regard to principles of conflicts of law.

       

      SECTION
4.4. Separability.

       

      In case
any one or more of the provisions contained in this Sixth Supplemental Indenture
or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, then, to the extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Sixth Supplemental Indenture or of the Notes, but this Sixth
Supplemental Indenture and the Notes shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or
therein.

       

      SECTION
4.5. Counterparts.

       

      This
Sixth Supplemental Indenture may be simultaneously executed in any number of
counterparts, each of which when so executed shall be an original, and all such
counterparts shall together constitute but one and the same
instrument.

       

      SECTION
4.6. Amendments.

       

      Notwithstanding
any other provision hereof, all amendments to the Base Indenture made hereby
shall have effect only with respect to the Notes, and not with respect to the
Securities of any other series created prior to or subsequent to the date
hereof.

       

      [signature
page follows]


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized, on the date or dates indicated in the acknowledgments and as of the
day and year first above written.

       

      


      
        	 
      	 
      	 
      	
                VECTREN
      UTILITY HOLDINGS, INC.

              
	 
      	 
      	 
      	
                as
      Issuer

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	
                /s/
      Jerome A. Benkert, Jr.

              
	 
      	 
      	 
      	
                Jerome
      A. Benkert, Jr.

              
	 
      	 
      	 
      	
                Executive
      Vice President and Chief Financial Officer

              
	 
      	 
      	 
      	 
      	 
      
	
                Attest:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Ronald E. Christian

              	 
      	 
      	 
      
	
                Ronald
      E. Christian

              	 
      	 
      	 
      
	
                Executive
      Vice President, Chief Administrative Officer and Secretary

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                INDIANA
      GAS COMPANY, INC.

              
	 
      	 
      	 
      	
                as
      Initial Guarantor

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	
                /s/
      Jerome A. Benkert, Jr.

              
	 
      	 
      	 
      	
                Jerome
      A. Benkert, Jr.

              
	 
      	 
      	 
      	
                Executive
      Vice President and Chief Financial Officer

              
	
                Attest:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Ronald E. Christian

              	 
      	 
      	 
      
	
                Ronald
      E. Christian

              	 
      	 
      	 
      
	
                Executive
      Vice President, Chief Administrative Officer and Secretary

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                SOUTHERN
      INDIANA GAS AND ELECTRIC COMPANY

              
	 
      	 
      	 
      	
                as
      Initial Guarantor

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	
                /s/
      Jerome A. Benkert, Jr.

              
	 
      	 
      	 
      	
                Jerome
      A. Benkert, Jr.

              
	 
      	 
      	 
      	
                Executive
      Vice President and Chief Financial
Officer

              


      

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      
        	
                Attest:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Ronald E. Christian

              	 
      	 
      	 
      
	
                Ronald
      E. Christian

              	 
      	 
      	 
      
	
                Executive
      Vice President, Chief Administrative Officer and Secretary

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                VECTREN
      ENERGY DELIVERY OF OHIO, INC.,

              
	 
      	 
      	 
      	
                as
      Initial Guarantor

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	
                /s/
      Jerome A. Benkert, Jr.

              
	 
      	 
      	 
      	
                Jerome
      A. Benkert, Jr.

              
	 
      	 
      	 
      	
                Executive
      Vice President and Chief Financial Officer

              
	
                Attest:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Ronald E. Christian

              	 
      	 
      	 
      
	
                Ronald
      E. Christian

              	 
      	 
      	 
      
	
                Executive
      Vice President, Chief Administrative Officer and Secretary

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                U.S.
      BANK NATIONAL ASSOCIATION,

              
	 
      	 
      	 
      	
                as
      Trustee

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	
                /s/
      Richard Prokosch

              
	 
      	 
      	 
      	
                Name:

              	
                Richard
      Prokosch

              
	 
      	 
      	 
      	
                Title:

              	
                Vice
      President

              
	 
      	 
      	 
      	 
      	 
      
	
                Attest:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Raymond Haverstock

              	 
      	 
      	 
      
	
                Name:

              	
                Raymond
      Haverstock

              	 
      	 
      	 
      
	
                Title:

              	
                Vice
      President

              	 
      	 
      	 
      


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Exhibit
A

       

      [Form
of Face of Note]

       

      UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       

      UNLESS IT
IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF
DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

       

      VECTREN
UTILITY HOLDINGS, INC.

       

      6.25%
Senior Monthly Note due 2039

       

      


      
        	
                RATE OF INTEREST

              	
                STATED MATURITY DATE

              	
                ORIGINAL ISSUE DATE

              
	
                6.25%

              	
                April
      1, 2039

              	
                March
      10, 2008

              
	 
      	 
      	 
      
	
                Registered
      No. 1

              	 
      	
                CUSIP
      No. 92239M AJ 0

              


      

      


      


      Vectren
Utility Holdings, Inc., a corporation duly organized and existing under the laws
of the State of Indiana (herein called the “Company”), for value received,
hereby promises to pay, without relief from valuation or appraisement laws, to
Cede & Co. or registered assigns, the principal sum of $125,000,000 on the
Stated Maturity Date shown above or any earlier date of redemption in accordance
with the provisions on the reverse hereof (each such date shall be referred to
herein as the “Stated Maturity Date” with respect to the principal payable on
such date), and to pay interest on the outstanding principal of this Note, at
the annual Rate of Interest shown above, from the Original Issue Date shown
above or from the most recent Interest Payment Date (as hereinafter defined) to
which interest has been paid or duly provided for, monthly in arrears on the
first day of each calendar month (the “Interest Payment Date”) commencing April
1, 2008, and on any earlier date of redemption, as the case may be.

       

      The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will be paid to the Holder of this Note as of the Regular Record
Date for such Interest Payment Date.  Any such interest that is not so
punctually paid or duly provided for on any Interest Payment

       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      Date will
forthwith cease to be payable to the Holders of this Note as of the close of
business on such Regular Record Date and may either be paid to the Person or
Persons in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee referred to on the reverse hereof, notice whereof shall be given to
Holders of the Notes by the Trustee not less than fifteen (15) calendar days
prior to such Special Record Date, or be paid at any time in any other lawful
manner, all as more fully provided in the Indenture referred to on the reverse
hereof.

       

      Interest
payable on this Note on any Interest Payment Date and on any earlier date of
redemption, as the case may be, will be the amount of interest accrued during
the applicable Interest Period (as defined below) computed on the basis of a
360-day year of twelve 30-day months.

       

      An
“Interest Period” is each period from and including the immediately preceding
Interest Payment Date to which interest has been paid or duly provided for (or
from and including the Original Issue Date in the case of the initial Interest
Period) to but excluding the applicable Interest Payment Date or the Stated
Maturity Date, as the case may be.  If any Interest Payment Date or
Stated Maturity Date falls on a day that is not a Business Day, principal and/or
interest payable on such date will be paid on the succeeding Business Day with
the same force and effect as if it were paid on the date such payment was due,
and no interest will accrue on the amount so payable for the period from and
after such date to such succeeding Business Day.  “Business Day” means
any day other than a Saturday, Sunday, or other day on which commercial banks
are authorized or required by law, regulation or executive order to close in The
City of New York.

       

      Payment
of the principal of, and any interest (other than interest due on an Interest
Payment Date) on, this Note due on the Stated Maturity Date shall be made in
immediately available funds, upon presentation and surrender of this Note at the
office or agency maintained by the Company for that purpose in the Borough of
Manhattan, The City of New York, currently the office of the Trustee located at
100 Wall Street, Suite 2000, New York, New York 10005, or at such other paying
agency in the Borough of Manhattan, The City of New York, as the Company may
determine.  Notwithstanding the foregoing, payment of interest due on
this Note on any Interest Payment Date will be made by wire transfer to the
Holders entitled thereto of immediately available funds at such place and to
such account at a banking institution in the United States as may be designated
in wire transfer instructions received in writing by the Trustee at least
sixteen (16) days prior to such Interest Payment Date.  Any such wire
transfer instructions received by the Trustee shall remain in effect until
revoked by such Holder.

       

      Any
payments on this Note will be made in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.

       

      Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

       

      The form
of the Trustee’s Certificate of Authentication for the Notes shall be in
substantially the form set forth in Exhibit B hereto.

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Unless
the Certificate of Authentication has been executed by the Trustee by manual
signature, this Note shall not be entitled to any benefit under the Indenture or
the Guarantees (as defined on the reverse hereof) or be valid or obligatory for
any purpose.

       

      IN
WITNESS WHEREOF, Vectren Utility Holdings, Inc. has caused this Note to be
executed by two of its duly authorized officers.

       

      


      VECTREN
UTILITY HOLDINGS, INC.

      


      


      
        	 
      	
                By:

              	 
      
	 
      	
                Title:
      Executive Vice President and Chief Financial Officer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Title:
      Executive Vice President and
Secretary

              


      

      


      


      


      DATED:  March
10, 2008

      


      


      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

      


      This is
one of the Notes referred to in the within-mentioned Indenture.

      


      U.S. BANK
NATIONAL ASSOCIATION,

      As
Trustee

      


      By: _______________________________

      Authorized
Signatory

      



      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [Form of
Reverse of Note]

      VECTREN
UTILITY HOLDINGS, INC.

       

      6.25%
Senior Monthly Notes due 2039

       

       This
Note is one of a duly authorized series of Securities (as defined below) of the
Company (which term includes any successor corporation under the Indenture)
designated as its “6.25% Senior Monthly Notes due 2039” (the “Notes”), issued or
to be issued pursuant to an Indenture, dated as of  October 19, 2001,
as amended by the Sixth Supplemental Indenture dated March 10, 2008 (the
“Indenture”), delivered by the Company and Indiana Gas Company, Inc., Southern
Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (the
“Initial Guarantors” and, together with each other subsidiary of the Company
that pursuant to the terms of the Indenture guarantees the Company’s obligations
under the Indenture, the “Guarantors”), to U.S. Bank National Association, as
Trustee (the “Trustee,” which term includes any successor trustee under the
Indenture). The terms of this Note include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as in effect on the date of the Indenture.  Reference is hereby
made to the Indenture and all further supplemental indentures thereto for a
statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Company, the Guarantors, the Trustee and the Holders and of
the terms upon which the Notes are, and are to be, authenticated and
delivered.  All capitalized terms not defined herein shall have the
meanings given to them in the Indenture.

       

      Payments
of principal and interest in respect of the Notes will be fully and
unconditionally and jointly and severally guaranteed by the Guarantors, subject
to the termination of any Guarantee of any Guarantor pursuant to the terms of
Article Ten of the Indenture.

       

      The Notes
are a series of debt securities issued or to be issued by the Company under the
Indenture that is limited in aggregate principal amount to $125,000,000, subject
to the reopening provisions of the Indenture. The Indenture provides that the
debt securities of the Company issuable or issued thereunder (the “Securities”),
including the Notes, may be issued in one or more series, which different series
may be issued in such aggregate principal amounts and on such terms (including,
but not limited to, terms relating to interest rate or rates, provisions for
determining such interest rate or rates and adjustments thereto, maturity,
redemption (optional and mandatory), sinking fund, covenants and Events of
Default) as may be provided in or pursuant to the resolutions of the Company’s
Board of Directors providing for the issuance of such series and/or supplemental
indenture (if any) relating to such series.

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      The Notes
shall be subject to redemption at the option of the Company, in whole at any
time or in part from time to time on or after April 1, 2013 at a price (the
“Redemption Price”) equal to 100% of the principal amount to be redeemed plus
any accrued and unpaid interest thereon to but excluding the applicable
redemption date; provided, however, that interest payable on a Note with respect
to an Interest Payment Date that falls on or before such redemption date shall
be made to the Holder thereof on the Regular Record Date related to such
Interest Payment Date.  The Company shall exercise such optional
redemption upon not less than 30 nor more than 60 days’ notice by mail prior to
the date of redemption.

       

      Subject
to the conditions and restrictions contained in the Indenture, this Note may be
redeemed, in whole or in part at the Redemption Price, at the request of the
Representative of a deceased Beneficial Owner of this Note pursuant to a
Redemption Request attached hereto as Annex A.

       

      In the
event of redemption of this Note in part only, a new Note or Notes of this
series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the presentation and surrender hereof as set forth in Section
3A.08 of the Base Indenture. This Note will not have a sinking
fund.

       

      The
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of this Note and (b) certain restrictive covenants, in each case
upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Note.

       

      If an
Event of Default, as defined in the Indenture, shall occur and be continuing,
the principal of all the Notes may be (and, in certain cases, shall be) declared
due and payable in the manner and with the effect provided in the
Indenture.

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and,
if applicable, the Guarantors, and the rights of the Holders of the Notes at any
time by the Company, the Guarantors, if applicable, and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities affected thereby, voting as a single class (which may include the
Notes), at the time outstanding. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the then
outstanding Securities affected thereby, voting as a single class (which may
include the Notes) to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.

       

      The
Indenture provides that no Holder may pursue any remedy under the Indenture
unless the Trustee shall have failed to act after notice of an Event of Default
and written request by Holders of at least 25% in aggregate principal amount of
the Notes and the offer to the Trustee of indemnity satisfactory to it; provided
however, such provision does not affect the right of a Holder to sue
for

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      enforcement
of any overdue payment on this Note.

       

      No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, places and rates, and in the coin or currency, herein
prescribed.

       

      As
provided in the Indenture and subject to certain limitations herein and therein
set forth, the transfer of this Note is registrable in the Security Register
upon surrender of this Note for registration of transfer at the agency of the
Company provided for that purpose duly endorsed by, or accompanied by a written
instrument of transfer in substantially the form accompanying this Note duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

       

      The Notes
are issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof.  As provided in the Indenture and
subject to certain limitations herein and therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the
same.

       

      No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith (other than
any such transfer taxes or similar governmental charge payable upon exchanges
pursuant to Section 2.11, 3A.08 or 9.05, in which case such transfer taxes or
similar governmental charges shall be paid by the Company).

       

      Prior to
due presentment of this Note for registration of transfer, the Company, the
Guarantors, the Trustee and any agent of the Company, the Guarantors or the
Trustee may treat the Holder of  this Note as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Company, the
Guarantors, the Trustee or any such agent shall be affected by notice to the
contrary.

       

      This Note
shall be governed by the laws of the State of Indiana without regard to
principles of conflicts of law.

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


       ASSIGNMENT
FORM

       

      


      If you
the Holder want to assign this Note, fill in the form below and have your
signature guaranteed:

      


      I or we
assign and transfer this Note to:

      
        	 
      
	 
      
	 
      


      

      (PRINT OR
TYPE NAME, ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR TAX ID NUMBER OF
ASSIGNEES)

      


      and
irrevocably appoint, __________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

      


      
        	
                Dated:

              	 
      	 
      	
                Signed:

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (SIGN
      EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS
  NOTE.)

              


      

      


      SIGNATURE
GUARANTEE:

      


      __________________________________________________________

      Notice:
Signature(s) must be guaranteed by a member firm of the New York Stock Exchange
or a
commercial bank or trust company.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      [Form
of Guarantee of Note]

       

      For good
and valuable consideration receipt of which is hereby acknowledged, and
intending to be legally bound hereby, each of Indiana Gas Company, Inc.,
Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio,
Inc. (together with each  other subsidiary of the Company that
pursuant to the terms of the Indenture guarantees the Company’s obligations
under the Notes (as defined below) and the Indenture, the “Guarantors”) hereby
unconditionally and jointly and severally guarantees to the Holder of the note
(the “Note”), authenticated and delivered by the Trustee, upon which this
guarantee (the “Guarantee”) is endorsed, the due and punctual payment of the
principal of and interest on, and any Redemption Price with respect to, the
Note, when and as the same shall become due and payable, whether at the Stated
Maturity Date, upon acceleration or redemption or otherwise, in accordance with
the terms of this Note and of the Indenture.

       

      The
Guarantors agree to determine, at least one Business Day prior to the date upon
which a payment of principal of and/or interest on, and any Redemption Price
with respect to, the Note, is due and payable, whether the Company has available
the funds to make such payment as the same shall become due and
payable.  In case of the failure of the Company to punctually pay any
such principal of or interest on, and any Redemption Price with respect to, the
Note, each Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at the
Stated Maturity Date, upon acceleration or redemption or otherwise, and as if
such payment were made by the Company.

       

      The
Guarantors hereby agree that their obligations hereunder shall be as principal
and not merely as surety, and shall be unconditional, irrevocable, and absolute,
irrespective of, and shall be unaffected by, any invalidity, irregularity, or
unenforceability of the Note or such Indenture, any failure to enforce the
provisions of the Note or the Indenture, or any waiver, modification, consent or
indulgence granted to the Company with respect thereto (unless the same shall
also be provided to the Guarantors) by the Holder of the Note or the Trustee
with respect to any provisions thereof, the recovery of any judgment against the
Company or any action to enforce the same, or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a surety or of
a guarantor.  The Guarantors hereby waive diligence, presentment,
demand of payment, filing of claims with a court in the event of merger,
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to any the Note or the
indebtedness evidenced thereby, and all demands whatsoever and covenants that
this Guarantee will not be discharged except by payment in full of the principal
of and interest on, and any Redemption Price with respect to, the Note and the
complete performance of the obligations contained in the Note, this Guarantee
and the Indenture.

       

      The
Guarantors shall be subrogated to all rights of the Holder of the Note against
the Company in respect of all amounts paid to such Holder by the Guarantors
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantors shall not, without the consent of the Holders of all of the
outstanding Notes (the “Notes”) of the series of which the Note is a part, be
entitled to enforce or to receive any payments arising out of or based upon such
right of subrogation until the principal of and interest on, and any Redemption
Price with respect to, all Notes shall have been paid in full or payment thereof
shall have been provided for and all other obligations contained

       


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      in the
Notes, the related Guarantees and the Indenture shall have been
performed.  If any amount shall be paid to any Guarantor in violation
of the preceding sentence and all amounts payable in respect of the Notes shall
not have been paid in full, such amount shall be deemed to have been paid to
such Guarantor for the benefit of, and held in trust for the benefit of, the
Holders, and shall forthwith be paid to the Trustee for the benefit of the
Holders, to be credited and applied upon such amounts.  Each Guarantor
acknowledges that it will receive direct and indirect benefits from the issuance
of the Notes pursuant to this Indenture.

       

      Notwithstanding
anything to the contrary contained herein, if following any payment of the
principal, Redemption Price or interest by the Company in respect of the Notes
to the Holders of the Notes it is determined by a final decision of a court of
competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such payment is returned by such Holder to such trustee in
bankruptcy, then the obligations of the Guarantors hereunder shall remain in
full force and effect to the extent of such repayment.

       

      Notwithstanding
anything to the contrary contained herein, this Guarantee shall be, and hereby
is, limited to the maximum amount that may be guaranteed by the applicable
Guarantor without rendering this Guarantee, as it relates to such Guarantor,
voidable under any applicable law relating to fraudulent conveyance, fraudulent
transfer or similar laws affecting the rights of creditors
generally.

       

      This
Guarantee is intended for the benefit of the Trustee and each of the Holders of
the Notes and shall be enforceable by such Trustee and such
Holders.

       

      This
Guarantee is subject to termination in accordance with the provisions of Article
10 of the Indenture.

       

      This
Guarantee shall be governed by the laws of the State of Indiana without regard
to principles of conflicts of law.

       


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Indiana Gas Company, Inc. has caused this Guarantee to be
executed by two of its duly authorized officers.

       

      
        	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	
                Jerome
      A. Benkert, Jr.

              
	 
      	 
      	
                Title:

              	
                Executive
      Vice President and Chief Financial Officer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	
                Ronald
      E. Christian

              
	 
      	 
      	
                Title:

              	
                Executive
      Vice President, Chief Administrative Officer and
  Secretary

              


      

      


      


      DATED:  March
10, 2008

       

      


      

        
          
             


          

          
            24

            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, Southern Indiana Gas and Electric Company has caused this
Guarantee to be executed by two of its duly authorized officers.

         

        
          	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                	
                  Jerome
      A. Benkert, Jr.

                
	 
      	 
      	
                  Title:

                	
                  Executive
      Vice President and Chief Financial Officer

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                	
                  Ronald
      E. Christian

                
	 
      	 
      	
                  Title:

                	
                  Executive
      Vice President, Chief Administrative Officer and
  Secretary

                


        

        


         

        


         

        DATED:  March
10, 2008

         


        
          
             


          

          
            25

            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, Vectren Energy Delivery of Ohio, Inc. has caused this Guarantee
to be executed by two of its duly authorized officers.

         

        
          	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                	
                  Jerome
      A. Benkert, Jr.

                
	 
      	 
      	
                  Title:

                	
                  Executive
      Vice President and Chief Financial Officer

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                	
                  Ronald
      E. Christian

                
	 
      	 
      	
                  Title:

                	
                  Executive
      Vice President, Chief Administrative Officer and
  Secretary

                


        

        


        


        DATED:  March
10, 2008

         

         

        
          
             

          

          
            26

            
              

            

          

          
             

          

        

         

        Annex A

         

        


        FORM
OF REDEMPTION REQUEST

         

        VECTREN
UTILITY HOLDING, INC.

         

        6.25%
SENIOR MONTHLY NOTES DUE 2039

         

        (THE
“NOTES”)

         

        CUSIP
NO. 92239M AJ 0

         

        The
undersigned,                      (the
“Participant”), does hereby certify, pursuant to the provisions of that certain
Indenture, dated as of October 19, 2001, as supplemented and amended (the
“Indenture”), made by and among Vectren Utility Holdings, Inc. (the “Company”),
Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren
Energy Delivery of Ohio, Inc. (collectively, the “Guarantors”) and U.S. Bank
Trust National Association, as Trustee (the “Trustee”), to The Depository Trust
Company (the “Depositary”), the Company, the Guarantors and the Trustee
that:

         

        1. [Name
of deceased Beneficial Owner] is deceased.

         

        2. [Name
of deceased Beneficial Owner] had a
$             beneficial
ownership interest in the above referenced Notes.

         

        3. [Name
of Representative] is [deceased Beneficial Owner’s personal representative/other
person authorized to represent the estate of the Beneficial Owner/surviving
joint tenant/surviving tenant by the entirety/trustee of a trust] of [Name of
deceased Beneficial Owner] and has delivered to the undersigned a request for
redemption in form satisfactory to the Participant, requesting that
$             principal
amount of said Notes be redeemed pursuant to said Indenture. The documents
accompanying such request, all of which are in proper form, are in all respects
satisfactory to the Participant and [Name of Representative] is entitled to have
the Notes to which this Request relates redeemed.

         

        4. The
Participant holds the interest in the Notes with respect to which this Request
is being made on behalf of [Name of deceased Beneficial Owner].

         

        5. The
Participant hereby certifies that it will indemnify and hold harmless the
Depositary, the Trustee, the Company and the Guarantors (including their
respective officers, directors, agents, attorneys and employees) against all
damages, loss, cost, expense (including reasonable attorneys’ and accountants’
fees), obligations, claims or liability (collectively, the “Damages”) incurred
by the indemnified party or parties as a result of or in connection with the
redemption of Notes to which this Request relates. The Participant will, at the
request of the Company, forward to the Company a copy of the documents submitted
by [Name of Representative] in support of this Request.

         


        
          
             


          

          
            27

            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, the undersigned has executed this Request as of _____________,
____________.

         

        
          	 
      	
                  [PARTICIPANT
      NAME]

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        


        
          
             


          

          
            28

            
              

            

          

          
             


          

        


        Exhibit
B

         

        TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

         

        This is
one of the Notes referred to in the within-mentioned Indenture.

         

        


        
          	 
      	
                  U.S.
      BANK NATIONAL ASSOCIATION,

                  As
      Trustee

                   

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Authorized
      Signatory

                
	 
      	 
      	 
      


        

        
 

         

         

         

        29