vc_s8ex.htm


    VECTREN
CORPORATION

     

    RETIREMENT SAVINGS
PLAN

     

    (AMENDED AND
RESTATED

     

    EFFECTIVE AS OF JANUARY 1,
2009)

     

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      
        	 
      TABLE OF CONTENTS
	 
      	 
      	 
      
	 
      	 
      	
                PAGE

              
	 
      	 
      	 
      
	
                ARTICLE
      I

              	
                INTRODUCTION

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      II

              	
                DEFINITIONS

              	
                2

              
	
                2.1

              	
                Actual
      Deferral Percentage

              	
                2

              
	
                2.2

              	
                Annual
      Additions

              	
                2

              
	
                2.3

              	
                Appropriate
      Form

              	
                2

              
	
                2.4

              	
                Beneficiary

              	
                2

              
	
                2.5

              	
                Break
      in Service

              	
                3

              
	
                2.6

              	
                Company

              	
                3

              
	
                2.7

              	
                Company
      Matched Contribution Percentage

              	
                3

              
	
                2.8

              	
                Company
      Matched Contributions

              	
                3

              
	
                2.9

              	
                Company
      Matching Contributions Account

              	
                3

              
	
                2.10

              	
                Company
      Non-Matching Contributions Account

              	
                3

              
	
                2.11

              	
                Company
      Stock Fund

              	
                3

              
	
                2.12

              	
                Compensation

              	
                4

              
	
                2.13

              	
                Compensation
      Redirection Account

              	
                4

              
	
                2.14

              	
                Compensation
      Redirection Agreement

              	
                4

              
	
                2.15

              	
                Compensation
      Redirection Amount

              	
                4

              
	
                2.16

              	
                Compensation
      Redirection Contribution

              	
                4

              
	
                2.17

              	
                Computation
      Period

              	
                4

              
	
                2.18

              	
                Current
      Year ACP Method

              	
                5

              
	
                2.19

              	
                Current
      Year ADP Method

              	
                5

              
	
                2.20

              	
                Date
      of Employment

              	
                5

              
	
                2.21

              	
                Effective
      Date

              	
                5

              
	
                2.22

              	
                Employee

              	
                5

              
	
                2.23

              	
                ESOP

              	
                6

              
	
                2.24

              	
                Fund

              	
                6

              
	
                2.25

              	
                Group

              	
                6

              
	
                2.26

              	
                Highly
      Compensated Participant

              	
                7

              
	
                2.27

              	
                Hour
      of Service

              	
                7

              
	
                2.28

              	
                Normal
      Retirement Age

              	
                9

              
	
                2.29

              	
                One
      Year Service Break

              	
                9

              
	
                2.30

              	
                Participant

              	
                9

              
	
                2.31

              	
                Participant
      Accounts

              	
                9

              
	
                2.32

              	
                Participating
      Companies

              	
                9

              
	
                2.33

              	
                Period
      of Separation

              	
                9

              
	
                2.34

              	
                Period
      of Service

              	
                9

              
	
                2.35

              	
                Period
      of Severance

              	
                9

              
	
                2.36

              	
                Plan

              	
                10

              
	
                2.37

              	
                Plan
      Administrator

              	
                10

              
	
                2.38

              	
                Plan
      Year

              	
                10

              
	
                2.39

              	
                Primary
      Beneficiary

              	
                10

              
	
                2.40

              	
                Prior
      Year ACP Method

              	
                10

              
	 
      	 
      	 
      


      

      



      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      


      


      
        	
                2.41

              	
                Prior
      Year ADP Method

              	
                10

              
	
                2.42

              	
                Prior
      Year's Non-Highly Compensated Participant

              	
                11

              
	
                2.43

              	
                Reemployed
      Individual

              	
                11

              
	
                2.44

              	
                Rollover
      Contribution Account

              	
                11

              
	
                2.45

              	
                Section
      415 Compensation

              	
                11

              
	
                2.46

              	
                Spouse

              	
                14

              
	
                2.47

              	
                Termination
      Date

              	
                14

              
	
                2.48

              	
                Top
      Paid Group

              	
                14

              
	
                2.49

              	
                Total
      Disability or Totally Disabled

              	
                14

              
	
                2.50

              	
                Trust
      Agreement

              	
                14

              
	
                2.51

              	
                Trustee

              	
                15

              
	
                2.52

              	
                Trust
      Fund

              	
                15

              
	
                2.53

              	
                Union

              	
                15

              
	
                2.54

              	
                Valuation
      Date

              	
                15

              
	
                2.55

              	
                Vectren
      Stock

              	
                15

              
	
                2.56

              	
                Year
      of Service

              	
                15

              
	
                ARTICLE
      III

              	
                ELIGIBILITY

              	
                15

              
	
                3.1

              	
                Requirements
      for Eligibility.

              	
                15

              
	
                3.2

              	
                Commencement
      of Participation.

              	
                16

              
	
                3.3

              	
                Reemployment

              	
                16

              
	
                3.4

              	
                Change
      in Status

              	
                17

              
	
                3.5

              	
                Limited
      Participant

              	
                17

              
	
                ARTICLE
      IV

              	
                COMPENSATION
      REDIRECTION

              	
                18

              
	
                4.1

              	
                Compensation
      Redirection.

              	
                18

              
	
                4.2

              	
                Change
      in Compensation Redirection Agreements

              	
                21

              
	
                4.3

              	
                Revocation
      of Compensation Redirection Agreements

              	
                21

              
	
                4.4

              	
                Catch-Up
      Contributions

              	
                21

              
	
                ARTICLE
      V

              	
                COMPANY
      CONTRIBUTIONS

              	
                21

              
	
                5.1

              	
                Amount
      of Company Contributions

              	
                21

              
	
                5.2

              	
                Company
      Matching Contributions.

              	
                22

              
	
                5.3

              	
                Company
      Non-Matching Contributions.

              	
                24

              
	
                5.4

              	
                Remittance
      of Company Contributions

              	
                26

              
	
                5.5

              	
                Maximum
      Contributions

              	
                26

              
	
                5.6

              	
                Return
      of Compensation Redirection Amounts

              	
                27

              
	
                5.7

              	
                Return
      of Company Matched Contributions

              	
                28

              
	
                5.8

              	
                Maximum
      Redirection Amounts

              	
                30

              
	
                5.9

              	
                Investment
      Fund Priority of Excess Contributions

              	
                31

              
	
                5.10

              	
                ESOP
      and ESOP I Accounts Transfers

              	
                31

              
	
                5.11

              	
                Transfer
      of Assets from Other Plans

              	
                31

              
	
                5.12

              	
                Rehire
      after Military Service

              	
                32

              
	
                5.13

              	
                Death
      or Disability While Performing Military Service.

              	
                34

              
	
                ARTICLE
      VI

              	
                INVESTMENT
      OF CONTRIBUTIONS

              	
                34

              
	
                6.1

              	
                Investment
      of Contributions.

              	
                35

              
	 
      	 
      	 
      


      

       

      
        
          
          

        

        
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                6.2

              	
                Change
      in Investment Election

              	
                35

              
	
                6.3

              	
                Change
      of Investment of Prior Contributions

              	
                36

              
	
                6.4

              	
                Special
      Rules for ESOP Subaccounts and ESOP Dividend Subaccounts

              	
                36

              
	
                6.5

              	
                Company
      Stock Fund

              	
                36

              
	
                ARTICLE
      VII

              	
                PARTICIPANT
      ACCOUNTS

              	
                36

              
	
                7.1

              	
                Maintenance
      of Participant Accounts

              	
                36

              
	
                7.2

              	
                Valuation
      of Participant Accounts

              	
                36

              
	
                7.3

              	
                Nature
      of Participant's Interest in Trust Fund

              	
                37

              
	
                ARTICLE
      VIII

              	
                WITHDRAWALS

              	
                37

              
	
                8.1

              	
                Right
      to In-Service Withdrawals

              	
                37

              
	
                8.2

              	
                Hardship
      Withdrawals

              	
                38

              
	
                8.3

              	
                Age
      591⁄2 Withdrawal

              	
                39

              
	
                8.4

              	
                Withdrawal
      of Automatic Enrollment Contributions

              	
                39

              
	
                8.5

              	
                Form
      of Payment

              	
                40

              
	
                ARTICLE
      IX

              	
                DISTRIBUTIONS

              	
                40

              
	
                9.1

              	
                Benefits
      on Retirement, Vested Resignation, Vested Discharge or Total
      Disability

              	
                40

              
	
                9.2

              	
                Benefits
      on Death

              	
                41

              
	
                9.3

              	
                Vested
      and Non-Vested Benefits

              	
                41

              
	
                9.4

              	
                Forfeiture
      Accounts and Forfeitures.

              	
                45

              
	
                9.5

              	
                Application
      of Forfeitures

              	
                46

              
	
                9.6

              	
                Form
      of Payment

              	
                46

              
	
                9.7

              	
                Designation
      of Beneficiary

              	
                47

              
	
                9.8

              	
                Payment
      of Benefits

              	
                47

              
	
                9.9

              	
                Death
      Distribution Provisions

              	
                48

              
	
                9.10

              	
                Minimum
      Distribution Amount

              	
                49

              
	
                9.11

              	
                Incapacity

              	
                49

              
	
                9.12

              	
                Identity
      of Payee

              	
                49

              
	
                9.13

              	
                Direct
      Transfers

              	
                49

              
	
                ARTICLE
      X

              	
                ADOPTION
      AND WITHDRAWAL BY PARTICIPATING COMPANIES

              	
                51

              
	
                10.1

              	
                Adoption
      by Participating Companies

              	
                51

              
	
                10.2

              	
                Withdrawal
      by Participating Company

              	
                51

              
	
                ARTICLE
      XI

              	
                CLAIMS

              	
                51

              
	
                11.1

              	
                Procedure

              	
                51

              
	
                ARTICLE
      XII

              	
                ADMINISTRATION
      OF PLAN

              	
                53

              
	
                12.1

              	
                Plan
      Administrator.

              	
                53

              
	
                12.2

              	
                Delegation
      of Duties

              	
                53

              
	
                12.3

              	
                Duties
      of Plan Administrator

              	
                53

              
	
                12.4

              	
                Communications
      to Trustee

              	
                54

              
	
                12.5

              	
                Compliance
      with Law

              	
                54

              
	 
      	 
      	 
      


      

      



      
        
           


        

        
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                12.6

              	
                Waiver
      of Time Deadlines

              	
                54

              
	
                ARTICLE
      XIII

              	
                DUTIES
      OF THE TRUSTEE

              	
                54

              
	
                13.1

              	
                General
      Provisions

              	
                54

              
	
                13.2

              	
                Trust
      Agreement

              	
                55

              
	
                13.3

              	
                Appointment
      of Investment Manager

              	
                55

              
	
                13.4

              	
                Voting
      of Common Stock in Company Stock Fund

              	
                55

              
	
                ARTICLE
      XIV

              	
                MISCELLANEOUS

              	
                56

              
	
                14.1

              	
                Payment
      of Expenses

              	
                56

              
	
                14.2

              	
                Forms

              	
                56

              
	
                14.3

              	
                No
      Right of Employment

              	
                56

              
	
                14.4

              	
                Construction

              	
                56

              
	
                14.5

              	
                Copies
      of Documents

              	
                56

              
	
                14.6

              	
                Jurisdiction

              	
                56

              
	
                14.7

              	
                Nonalienation
      of Benefits.

              	
                56

              
	
                14.8

              	
                Qualified
      Domestic Relations Orders.

              	
                57

              
	
                14.9

              	
                Non-Diversion

              	
                59

              
	
                14.10

              	
                Non-Liability
      of Participating Companies

              	
                60

              
	
                14.11

              	
                Illegal
      or Invalid Provisions

              	
                60

              
	
                14.12

              	
                Execution
      of Counterparts

              	
                60

              
	
                14.13

              	
                Tax
      Approval

              	
                60

              
	
                14.14

              	
                Non-Liability
      of Shareholders

              	
                60

              
	
                14.15

              	
                Rights
      of Third Parties

              	
                60

              
	
                14.16

              	
                Titles

              	
                61

              
	
                14.17

              	
                Successors
      and Assigns

              	
                61

              
	
                14.18

              	
                Forms
      and Proofs; Notice of Address

              	
                61

              
	
                ARTICLE
      XV

              	
                AMENDMENT,
      TERMINATION OR MERGER

              	
                61

              
	
                15.1

              	
                Right
      To Amend or Terminate

              	
                61

              
	
                15.2

              	
                Distribution
      upon Termination

              	
                62

              
	
                15.3

              	
                Plan
      Merger or Consolidation

              	
                62

              
	
                ARTICLE
      XVI

              	
                PARTICIPANT
      LOANS

              	
                63

              
	
                16.1

              	
                Authorization
      by Plan Administrator

              	
                63

              
	
                16.2

              	
                Terms
      and Conditions

              	
                64

              
	
                16.3

              	
                Accounting
      for Loans

              	
                67

              
	
                ARTICLE
      XVII

              	
                TOP-HEAVY
      RULES

              	
                67

              
	
                17.1

              	
                Application

              	
                67

              
	
                17.2

              	
                Determination

              	
                68

              
	
                17.3

              	
                Accrued
      Benefits

              	
                69

              
	
                17.4

              	
                Vesting
      Provisions

              	
                70

              
	
                17.5

              	
                Minimum
      Contribution

              	
                70

              
	
                ARTICLE
      XVIII

              	
                MINIMUM
      DISTRIBUTION REQUIREMENTS

              	
                71

              
	
                18.1

              	
                General
      Rules.

              	
                71

              


      

      


      



      
        
           


        

        
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                18.2

              	
                Time
      and Manner of Distribution.

              	
                71

              
	
                18.3

              	
                Required
      Minimum Distributions During Participant's Lifetime.

              	
                72

              
	
                18.4

              	
                Required
      Minimum Distributions After Participant's Death.

              	
                73

              
	
                18.5

              	
                Special
      Rule for Required Minimum Distributions in 2009.

              	
                74

              
	
                18.6

              	
                Definitions.

              	
                75

              
	
                ARTICLE
      XIX

              	
                ESOP
      PROVISIONS

              	
                75

              
	
                19.1

              	
                Establishment
      of ESOP

              	
                75

              
	
                19.2

              	
                Payment
      and Reinvestment of Dividends

              	
                76

              
	
                19.3

              	
                Special
      Allocation Rules

              	
                76

              
	
                19.4

              	
                Right
      of First Refusal

              	
                77

              
	
                19.5

              	
                Put
      Options

              	
                78

              
	
                19.6

              	
                Diversification
      of ESOP Contributions Subaccount

              	
                78

              
	
                19.7

              	
                Special
      Forfeiture Rules

              	
                79

              
	
                19.8

              	
                Tender
      Offer.

              	
                79

              
	
                19.9

              	
                Additional
      Definitions

              	
                80

              


      

      



      
        
           


        

        
          -v-

          
            

          

        

        
           


        

      




    VECTREN
CORPORATION

    RETIREMENT SAVINGS
PLAN

    (AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 2009)

     

    ARTICLE
I

    INTRODUCTION

     

    This Plan
was initially established effective July 1, 1986 to provide retirement
benefits to the non-collective bargaining employees of Indiana Gas Company,
Inc.  The Indiana Gas Company, Inc. Retirement Savings Plan for
Bargaining Unit Employees (the "Bargaining Savings Plan") was initially
established effective July 1, 1988 to provide retirement benefits to the
collective bargaining employees of Indiana Gas Company,
Inc.  Effective October 1, 1994, Indiana Gas Company, Inc. merged
the Bargaining Savings Plan into this Plan.  Effective October 1,
1997, sponsorship of the Plan was transferred from Indiana Gas Company, Inc. to
Indiana Energy, Inc.  Vectren Corporation ("Vectren") is the successor
corporation to Indiana Energy, Inc.  Effective April 1, 2000, the
name of the Plan was changed to the Vectren Corporation Retirement Savings
Plan.  Effective July 1, 2000, the 401(k) Plan for Salaried
Employees of Southern Indiana Gas and Electric Company (the "SIGEC Plan"), the
SIGCORP, Inc. 401(k) Profit Sharing Plan (the "SIGCORP Plan") and the SIGECo
Advanced Communication, Inc. Non-Standardized 401(k) Profit Sharing Plan (the
"SIGECo Advanced Communication Plan") were merged into, and became a part of,
this Plan.  Effective January 1, 2002, the SIGCORP Communication
Services, Inc. Non-Standardized 401(k) Profit Sharing Plan (the "SIGCORP
Communication Services Plan") and the SIGCORP Energy Services, LLC
Non-Standardized 401(k) Profit Sharing Plan (the "SIGCORP Energy Services Plan")
were merged into, and became a part of, this Plan.  This Plan shall be
deemed to be the continuation of the Bargaining Savings Plan, the SIGEC Plan,
the SIGCORP Plan, the SIGECo Advanced Communication Plan, the SIGCORP
Communication Services Plan and the SIGCORP Energy Services Plan for the
affected employees.

     

    The
purpose of the Plan is to assist eligible employees to provide additional
security for their retirement.

     

    It is
intended that the Plan and the Trust Agreement which is part of the Plan meet
the requirements of the Employee Retirement Income Security Act of 1974, as now
in effect or hereafter amended and regulations promulgated thereunder ("ERISA")
and be qualified and exempt as a profit sharing and stock bonus plan with a cash
or deferred arrangement under Section 401(a), Section 401(k) and Section 501(a)
of the Internal Revenue Code of 1986, as now in effect or hereafter amended and
regulations promulgated thereunder, (the "Code").

     

    Pursuant
to rights reserved under Section 15.1 of the Plan, Vectren amends and restates
the Plan in its entirety, effective as of January 1, 2009 (except as otherwise
expressly provided herein), to provide as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

    DEFINITIONS

     

    
      	
              2.1

            	
              Actual Deferral
      Percentage means for each Plan Year the average of the ratios
      (calculated separately to the nearest one hundredth percent (.01%) for
      each Participant) of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Compensation Redirection Amount of each such Participant for such Plan
      Year relating to Compensation which, but for the election, would have been
      paid in such Plan Year, to

            


    

     

    
      	
               
      

            	
              (b)

            	
              such
      Participant's Section 415 Compensation for such Plan
  Year;

            


    

     

    provided, however, that if a
Highly Compensated Participant also participates in another qualified retirement
plan with a salary deferral feature maintained by the Group under Section 401(a)
and Section 401(k) of the Code, his Actual Deferral Percentage shall be
determined as if all such qualified plans with a salary deferral feature were a
single plan.

     

    
      	
              2.2

            	
              Annual
      Additions mean, with respect to any Participant for any Plan Year
      and with respect to the Plan and to all other qualified defined
      contribution plans maintained by the Group, the sum
  of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Group
      contributions to the Plan and all other qualified defined contributions
      plans maintained by the Group, including Compensation Redirection Amounts,
      and forfeitures, if applicable, for such Participant for such Plan Year;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      amount of such Participant's non-deductible contributions,
    and

            


    

     

    
      	
               
      

            	
              (c)

            	
              amounts
      allocated to an individual medical account as defined in Section 415(1)(2)
      of the Code which is part of a pension or annuity plan maintained by the
      Group; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              amounts
      derived from contributions paid or accrued which are attributable to
      post-retirement medical benefits allocated to the separate account of a
      key employee as defined in Section 419A(d)(3) of the Code under a welfare
      benefit fund as defined in Section 419(e) of the Code maintained by the
      Group.

            


    

     

    
      	
              2.3

            	
              Appropriate
      Form means the form prescribed by the Plan Administrator for
      purposes of any specific request or authorization under the Plan and shall
      include the giving of telephonic or electronic instructions where
      authorized by the Plan Administrator.  The giving of electronic
      instructions shall be permitted even if the Plan would otherwise require
      an Appropriate Form to be signed, as long as the electronic instructions
      and the identity of the party giving such instructions can be
      authenticated.

            


    

     

    
      	
              2.4

            	
              Beneficiary
      means the person or persons to whom the benefits of deceased Participants
      are payable under Section 9.2.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    
      	
              2.5

            	
              Break in
      Service means after an Employee becomes eligible to participate in
      the Plan any Plan Year in which such Employee completes less than five
      hundred (500) Hours of Service for the
Group.

            


    

     

    
      	
              2.6

            	
              Company means
      Vectren Corporation and each other individual Participating Company and,
      as used herein with reference to an individual Participant, it shall be
      construed to mean that Participant's employer at the time of reference or
      his last employer prior to his Termination Date.  If at the time
      of reference a Participant is concurrently employed by more than one (1)
      Participating Company, it shall be construed to mean all such employers
      acting collectively and not
individually.

            


    

     

    
      	
              2.7

            	
              Company Matched
      Contribution Percentage means for each Plan Year the average of the
      ratios (calculated separately for each Participant to the nearest one
      hundredth of one percent (.01%))
of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Company Matched Contributions allocated to each such Participant for such
      Plan Year, to

            


    

     

    
      	
               
      

            	
              (b)

            	
              such
      Participant's Section 415 Compensation for such Plan
  Year;

            


    

     

    provided, however, that if a
Highly Compensated Participant also participates in another qualified retirement
plan maintained by the Group which provides for employer matching contributions
or employee after-tax contributions, the Plan Participants' Company Matched
Contribution Percentages shall be determined as if all such qualified plans were
a single plan and Subsection (a) shall include any employee after-tax
contributions made by the Participants, if any, to such other qualified plans
for such Plan Year.

     

    
      	
              2.8

            	
              Company Matched
      Contributions means the matching contributions made by the
      Participating Companies under Section
5.2.

            


    

     

    
      	
              2.9

            	
              Company Matching
      Contributions Account means for each Participant the contributions
      made by the Participating Companies under Section 5.2; provided, however, that
      the Company Matching Contributions Account shall also be credited with any
      amounts transferred on his behalf to the Plan from the ESOP under Section
      5.10; provided, further, that
      any amounts transferred from the ESOP shall be fully vested and
      non-forfeitable at all times.

            


    

     

    
      	
              2.10

            	
              Company Non-Matching
      Contributions Account means the contributions made by the
      Participating Companies for each Participant under Section
      5.3.

            


    

     

    
      	
              2.11

            	
              Company Stock
      Fund means an investment fund of the Trust Fund which shall be
      invested principally in shares of Vectren Stock which shares shall be
      purchased on the open market, unless Vectren Corporation makes available
      for purchase by the Plan authorized but unissued shares of Vectren Stock
      at a price per share equal to its closing price as reported in The Wall Street
      Journal as of the trading day immediately preceding the date of
      such purchase.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    
      	
              2.12

            	
              Compensation
      means, for each Participant, the total cash salary or wages (including
      overtime, bonuses, Compensation Redirection Amounts and salary reductions
      under Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B) and 402(k) of the
      Code and payments for accrued bona fide sick, vacation, or other leave,
      but only if the Participant would have been able to use the leave if
      employment with the Participating Companies had continued and if paid on
      the Participant's final paycheck, but excluding non-cash salary, severance
      payments, fringe benefits, and nonqualified deferred compensation) paid by
      the Participating Companies to such Participant in a payroll period; provided, however, that
      bonuses paid to a Participant whose terms of employment are governed by a
      collective bargaining agreement between the Company and the International
      Brotherhood of Electrical Workers, Local 1393 and the United Steelworkers
      of America, AFL-CIO-CLC, Locals 7441 and 12213, or the Company and the
      Teamsters, Chauffeurs, Warehouseman and Helpers, Local 135 will be
      included as Compensation for purposes of deferrals made pursuant to a
      Compensation Redirection Agreement, but shall not be considered
      Compensation eligible for Company Matching Contributions or, effective
      December 1, 2008, Company Non-Matching
  Contributions.

            


    

     

    
      In
addition to other applicable limitations set forth in this Plan, and
notwithstanding any other provision of this Plan to the contrary, to the extent
required by Code Section 401(a)(17), the Compensation of a Participant for any
Plan Year taken into account for all purposes under the Plan other than for
purposes of Compensation Redirection under Section 4.1 shall not exceed two
hundred forty-five thousand dollars ($245,000) as adjusted for cost-of-living
increases in accordance with Code Section 401(a)(17)(B).

    

     

    
    

    
      	
              2.13

            	
              Compensation
      Redirection Account means for each Participant the account
      established by the Trustee to reflect the Company contributions made on
      his behalf under Article IV and Section 5.1.  A Participant's
      interest in his Compensation Redirection Account shall be fully vested and
      non-forfeitable at all times.

            


    

     

    
      	
              2.14

            	
              Compensation
      Redirection Agreement means the agreement between a Participant and
      the Participating Companies in which such Participant designates the
      percentage or dollar amount of his Compensation to be contributed to the
      Plan.

            


    

     

    
      	
              2.15

            	
              Compensation
      Redirection Amount means the amount of reduction in a Participant's
      Compensation resulting from a Compensation Redirection Agreement between a
      Participant and the Participating Companies pursuant to Section 4.1 or as
      a result of a Participant's deemed acceptance of a 3% Automatic
      Compensation Redirection Contribution pursuant to Section
    4.1.

            


    

     

    
      	
              2.16

            	
              Compensation
      Redirection Contribution means the percentage reduction in a
      Participant's Compensation resulting from the Compensation Redirection
      Agreement between a Participant and the Participating Companies pursuant
      to Section 4.1 or as a result of a Participant's deemed acceptance of a 3%
      Automatic Compensation Redirection Contribution pursuant to Section
      4.1.

            


    

     

    
      	
              2.17

            	
              Computation
      Period means, for all purposes of the Plan, the consecutive twelve
      (12) month period commencing on the date on which such Employee first
      completes an Hour

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              of
      Service and any Plan Year beginning after the date on which such Employee
      first completes an Hour of Service.

            


    

     

    
      	
              2.18

            	
              Current Year ACP
      Method means, with respect to a Plan Year, the calculation of the
      average of the Company Matched Contribution Percentages for all Employees
      who are eligible to be Participants in that Plan Year, other than Highly
      Compensated Participants, based on the Company Matched Contributions made
      on behalf of and the Section 415 Compensation earned by each such Employee
      during the Plan Year to which such calculation
  relates.

            


    

     

    
      	
              2.19

            	
              Current Year ADP
      Method means, with respect to a Plan Year, the calculation of the
      Actual Deferral Percentage for all Employees who are eligible to be
      Participants in that Plan Year, other than Highly Compensated
      Participants, based on the Compensation Redirection Amounts of and the
      Section 415 Compensation earned by each such Employee during the Plan Year
      to which such calculation relates.

            


    

     

    
      	
              2.20

            	
              Date of
      Employment means any date on which an Employee first completes an
      Hour of Service.

            


    

     

    
      	
              2.21

            	
              Effective Date
      means July 1, 1986.

            


    

     

    
      	
              2.22

            	
              Employee means
      any person who is employed by and receives Compensation from a
      Participating Company but shall exclude any employee who is categorized
      for payroll purposes as an "intern" or "co-op" or who is designated in
      good faith by the applicable Participating Company as an independent
      contractor, regardless of whether such person is later determined to be a
      common law employee of the Participating Companies for tax
      purposes.  Any employee who is part of a collective bargaining
      unit shall not be considered an Employee unless and until the applicable
      Participating Company and the collective bargaining representative for
      that unit agree in writing to eligibility for participation
      hereunder.

            


    

     

    Employee shall also
include any individual deemed to be a leased employee (as defined below) of the
Group but only to the extent required by the Code; provided, however, that such
leased employee shall not become a Participant unless he is an Employee without
regard to this sentence and he satisfies the eligibility requirements of Article
III.  For purposes of this Plan, the term "leased employee" means any
person (other than an employee of the recipient) who pursuant to an agreement
between the recipient and any other person ("leasing organization") has
performed services for the recipient (or for the recipient and related persons
determined in accordance with Section 414(n)(6) of the Code) on a substantially
full-time basis for a period of at least one year, and such services are
performed under the primary direction or control by the recipient employer;
provided, however, that a
leased employee shall not be considered an employee of the recipient if (a) such
employee is covered by a money purchase pension plan providing a nonintegrated
employer contribution rate of at least ten percent (10%) of Compensation,
immediate participation and full and immediate vesting and (b) leased employees
do not constitute more than twenty percent (20%) of the recipient's non-highly
compensated workforce.  Contributions or benefits provided to a leased
employee by the leasing

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    organization
which are attributable to services performed for the recipient employer shall be
treated as provided by the recipient employer.

     

    Employee does not
include:

     

    
      	
               
      

            	
              (a)

            	
              an
      individual who is a nonresident alien and who receives no earned income
      (within the meaning of Code Section 911(d)(2)) from a Participating
      Company which constitutes income from sources within the United States
      within the meaning of Code Section
861(a)(3);

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      person who is a member of the board of directors, or is
      a  member of the board of directors of any Participating Company
      or of any committee approved by such board of directors, and who is not an
      Employee of the Company or any Participating Company;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      person employed pursuant to a written agreement which provides that he
      shall not be eligible for any retirement benefits under the Plan from a
      Participating Company.

            


    

     

    
      	
              2.23

            	
              ESOP means the
      Indiana Gas Company, Inc. Employee Stock Ownership Plan II and the Indiana
      Gas Company, Inc. Employee Stock Ownership Plan which were terminated on
      June 15, 1988 and July 9, 1989 respectively and from which the
      Plan Participants were permitted to transfer their account balances to
      this Plan or the Bargaining Savings Plan (which Bargaining Savings Plan
      was merged into this Plan).

            


    

     

    
      	
              2.24

            	
              Fund means a
      separate investment fund, including but not limited to the Company Stock
      Fund, which forms part of the Trust Fund established by the Trustee at the
      direction of the Plan
Administrator.

            


    

     

    
      	
              2.25

            	
              Group means all
      the Participating Companies at the time of reference.  Solely
      for the purpose of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              computing
      an Employee's Years of Service and Hours of Service to determine his
      eligibility to participate in the Plan, rights to vested benefits, and his
      right to make withdrawals pursuant to Section
  8.2;

            


    

     

    
      	
               
      

            	
              (b)

            	
              applying
      the limitations contained in Section
5.5;

            


    

     

    
      	
               
      

            	
              (c)

            	
              determining
      whether the Plan is a Top-Heavy Plan under Section 17.2 and, thus, subject
      to the provisions of Article XVII;

            


    

     

    
      	
               
      

            	
              (d)

            	
              determining
      a Participant's Termination Date;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              determining
      whether a Participant is a Highly Compensated
  Participant,

            


    

     

    Group shall also
include any entity which, together with a Participating Company, constitutes a
member of a controlled group of corporations (as defined in Section 414(b) of
the Code), a member of a group of trades or businesses (whether or not
incorporated)

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    which is
under common control (as defined in Section 414(c) of the Code), a member of an
affiliated service group (as defined in Section 414(m) of the Code) or any other
entity required to be aggregated with a Participating Company pursuant to
Section 414(o) of the Code, but only to the extent required by the
Code.

     

    
      	
              2.26

            	
              Highly Compensated
      Participant means for each Plan Year, any Employee described in
      Section 414(q) of the Code who:

            


    

     

    
      	
               
      

            	
              (a)

            	
              is
      a five percent (5%) or more owner (as then defined in Section 416(i)(1) of
      the Code) of a member of the Group at any time during that Plan Year or
      the immediately preceding Plan Year;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              received
      more than eighty thousand dollars ($80,000), as automatically adjusted
      pursuant to Sections 414(q)(1) and 415(d) of the Code without the
      necessity of any amendment to the Plan, of Section 415 Compensation from
      the Group in the immediately preceding Plan Year and was in the Top Paid
      Group for that immediately preceding Plan
Year.

            


    

     

    For
purposes of determining whether an Employee is a Highly Compensated Participant
and notwithstanding anything else contained in this Section, the following rules
shall apply:

     

    
      	
               
      

            	
              (c)

            	
              A
      former Employee shall be treated as a Highly Compensated Participant if he
      was a Highly Compensated Participant in the Plan Year during which his
      employment with the Group terminated or in any Plan Year during which
      occurs or commencing after his fifty-fifth (55th)
  birthday.

            


    

     

    
      	
               
      

            	
              (d)

            	
              An
      Employee shall only be deemed to be a Highly Compensated Participant to
      the extent required by the Code.

            


    

     

    
      	
              2.27

            	
              Hour of Service
      means and shall include:

            


    

     

    
      	
               
      

            	
              (a)

            	
              each
      hour for which an Employee is directly or indirectly paid, or entitled to
      payment, for the performance of duties assigned to him by the Group; these
      hours shall be credited to the Employee for the Computation Period in
      which the duties are performed; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              each
      hour for which an Employee is directly or indirectly paid, or entitled to
      payment, by the Group on account of a period of time during which no
      duties are performed (irrespective of whether the employment relationship
      has terminated) due to vacation, holiday, illness, incapacity (including
      disability but excluding any disability payments made pursuant to the Plan
      or pursuant to any other qualified retirement plans maintained by the
      Group), layoff, jury duty, military duty or leave of absence; provided,
      however, that no Hours of Service shall be credited under this Subsection
      if the payment is made or due solely as reimbursement for medical or
      medically-related expenses incurred by such Employee or to comply with
      applicable workmen's compensation, unemployment compensation or disability
      insurance laws, if any; no more than five hundred
  one

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (501)
      Hours of Service shall be credited under this Subsection for any single
      continuous period (whether or not such period occurs in a single
      Computation Period); hours under this Subsection shall be calculated and
      credited pursuant to Section 2530.200b-2 of the Department of Labor
      Regulations which are incorporated herein by this reference;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              each
      hour for which back pay, irrespective of mitigation of damages, is either
      awarded to an Employee or agreed to by the Group to the extent that such
      award or agreement is intended to compensate that Employee for periods
      during which that Employee would have been engaged in the performance of
      duties for the Group; the same Hours of Service shall not be credited both
      under Subsection (a) or Subsection (b), as the case may be, and under this
      Subsection.

            


    

     

    Solely
for purposes of determining whether a Break in Service for participation and
vesting purposes has occurred in any Computation Period, an individual who is
absent from work for maternity or paternity reasons shall receive credit for the
Hours of Service which would otherwise have been credited to such individual but
for such absence or, in any case in which such Hours of Service cannot be
determined, eight (8) Hours of Service per day of such absence.  For
purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence by reason of the pregnancy of the individual, by reason
of the birth of a child of the individual, by reason of the placement of a child
with the individual in connection with the adoption of such child by that
individual or for purposes of caring for such child for a period beginning
immediately following such birth or placement.  The Hours of Service
credited under this paragraph shall be credited in the Computation Period in
which the absence begins if the crediting is necessary to prevent a Break in
Service in that Computation Period or, in all other cases, in the next following
Computation Period.

     

    To the
extent required under the Family and Medical Leave Act of 1993 ("FMLA") and
solely for purposes of determining whether a Break in Service for participation
and vesting purposes has occurred in any computation period, an individual who
is absent from work on unpaid leave under the FMLA shall receive credit for the
Hours of Service which would otherwise have been credited to such individual but
for such absence or, in any case in which such Hours of Service cannot be
determined, eight (8) Hours of Service per each regularly scheduled work day of
such absence.

     

    Hours of
Service shall be determined from the records of the Group or in accordance with
the method or methods adopted by the Plan Administrator, which method or methods
shall be uniformly, consistently and nondiscriminatorily applied; provided, however, that in
determining the Hours of Service of any Employee whose Compensation is not based
on hours worked, during a period of time when such hours cannot be accurately
determined, each such Employee shall be credited with not less than forty-five
(45) Hours of Service per week or ten (10) Hours of Service per
day.  Hours of Service determined under this Section shall be credited
for all purposes for which a determination as to Hours of Service is
relevant.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    
      
        	
                2.28

              	
                Normal Retirement
      Age means age sixty-five (65).  A Participant's interest
      in his Participant Account shall automatically be fully vested and
      non-forfeitable upon the attainment of Normal Retirement Age regardless of
      his Years of Service.

              


      

    

     

    
      	
              2.29

            	
              One Year Service
      Break means a consecutive twelve (12) month Period of
      Severance.

            


    

     

    
      	
              2.30

            	
              Participant
      means any Employee of a Participating Company who is eligible to and who
      has elected to participate in the Plan under Article
  III.

            


    

     

    
      	
              2.31

            	
              Participant
      Accounts means and shall include for each Participant his
      Compensation Redirection Account, Company Matching Contributions Account,
      Company Non-Matching Contributions Account and Rollover Contribution
      Account.  The earnings, losses, appreciation and depreciation
      attributable to such Participant Accounts shall be credited on his behalf
      by the Trustee.

            


    

     

    
      	
              2.32

            	
              Participating
      Companies means Vectren Corporation and any entity which becomes a
      Participating Company in accordance with Article X and as set forth under
      Exhibit A.

            


    

     

    
      	
              2.33

            	
              Period of
      Separation means, for an Employee, the period of time commencing
      with the date such Employee separates from service with the Group and
      ending with the date such Employee resumes his employment with the
      Group.

            


    

     

    
      	
              2.34

            	
              Period of
      Service means, for an Employee, the period commencing on the later
      of the following dates:

            


    

     

    
      	
               
      

            	
              (a)

            	
              such
      Employee's Date of Employment; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date on which such Employee's employer is required to be aggregated with
      the Group under Code Section 414(b), (c), (m) or (o), whichever is
      applicable,

            


    

     

    and
ending on the date a Period of Severance begins, including any Period of
Separation of less than twelve (12) consecutive months; provided, however, that in the
case of any person who terminates his employment with the Group but later
resumes his employment with the Group, the Period of Service before such
resumption of employment shall be aggregated only if that person is a
Re-employed Individual.  Notwithstanding anything contained herein to
the contrary, a Participant's Period of Service shall be equal to the sum of
(i) a Participant's Years of Service that he completes on the earlier of
December 31, 2002 or the date on which his employment by the Group
terminates and (ii) the Participant's Period of Service completed for the
period beginning on the later of January 1, 2002 or his Date of
Employment.

     

    
      	
              2.35

            	
              Period of
      Severance means, for an Employee, the period of time commencing
      with the earlier of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      date on which such Employee terminates his employment with the Group by
      reason of quitting, retirement, death or discharge,
  or

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (b)

            	
              the
      date twelve (12) consecutive months after the date a person remains absent
      from service with the Group (with or without pay) for any reason other
      than quitting, retirement, death or
discharge,

            


    

     

    and
ending, in the case of an Employee who terminates his employment with the Group
by reason other than death, with the date such Employee resumes his employment
with the Group.  Solely for purposes of determining whether a One Year
Service Break for participation and vesting purposes has occurred, an Employee
who is absent from work for maternity or paternity reasons shall receive credit
of at least one (1) year.  For purposes of this Section, an absence
from work for maternity and paternity reasons means an absence:

     

    
      	
               
      

            	
              (c)

            	
              by
      reason of the pregnancy of the
Employee,

            


    

     

    
      	
               
      

            	
              (d)

            	
              by
      reason of the birth of a child of the
Employee,

            


    

     

    
      	
               
      

            	
              (e)

            	
              by
      reason of the placement of a child with the Employee in connection with
      the adoption of that child by the Employee,
or

            


    

     

    
      	
               
      

            	
              (f)

            	
              for
      purposes of caring for such a child for the period beginning immediately
      following such birth or placement.

            


    

     

    
      	
              2.36

            	
              Plan means the
      qualified defined contribution plan embodied herein, as it may be
      hereafter amended from time to
time.

            


    

     

    
      	
              2.37

            	
              Plan
      Administrator means Vectren Corporation.  The Plan
      Administrator shall be a "named fiduciary" for purposes of Section
      402(a)(1) of ERISA, responsible for the administration, operation and
      interpretation of the Plan.

            


    

     

    
      	
              2.38

            	
              Plan Year means
      the calendar year.

            


    

     

    
      	
              2.39

            	
              Primary
      Beneficiary means an individual who is named as a primary
      Beneficiary under the Plan and has an unconditional right to all or a
      portion of the Participant's Participant Account balance under the Plan
      upon the death of the Participant.

            


    

     

    
      	
              2.40

            	
              Prior Year ACP
      Method means, with respect to a Plan Year, the calculation of the
      average of the Company Matched  Contribution Percentages of the
      Prior Year's Non-Highly Compensated Participants, based on the Company
      Matched Contributions made on behalf of and the Section 415 Compensation
      earned by each Prior Year's Non-Highly Compensated Participant during the
      immediately preceding Plan Year.

            


    

     

    
      	
              2.41

            	
              Prior Year ADP
      Method means, with respect to a Plan Year, the calculation of the
      Actual Deferral Percentage for all Prior Year's Non-Highly Compensated
      Participants, based on the Compensation Redirection Amounts of and the
      Section 415 Compensation earned by each Prior Year's Non-Highly
      Compensated Participant during the immediately preceding Plan
      Year.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    
      	
              2.42

            	
              Prior Year's
      Non-Highly Compensated Participant means, with respect to any Plan
      Year, each individual who was in the immediately preceding Plan
      Year:

            


    

     

    
      	
               
      

            	
              (a)

            	
              an
      Employee eligible to participate in this Plan;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              not
      a Highly Compensated Participant, as determined in accordance with the
      definition of "Highly Compensated Participant" in effect with respect to
      such immediately preceding Plan
Year.

            


    

     

    An
individual may be a Prior Year's Non-Highly Compensated Participant even though
he is not an Employee or Participant in the current Plan Year or even though he
would be treated as a Highly Compensated Participant in the current Plan
Year.

     

    
      	
              2.43

            	
              Reemployed
      Individual means a person who, after having terminated his
      employment with the Group, resumes his employment with the
      Group:

            


    

     

    
      	
               
      

            	
              (a)

            	
              with
      any vested interest in his Participant Accounts,
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              with
      no such vested interest but who resumes his employment with the Group
      either:

            


    

     

    
      	
               
      

            	
              (i)

            	
              before
      a One Year Service Break,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              after
      a One Year Service Break but before his latest Period of Severance equals
      or exceeds his Period of Service,
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              after
      a One Year Service Break but before the number of his consecutive One Year
      Service Breaks equals or exceeds the greater of five (5) or his Period of
      Service.

            


    

     

    
      	
              2.44

            	
              Rollover Contribution
      Account means for each Participant the rollovers transferred in
      accordance with Section 5.11.  A Participant's Rollover
      Contribution Account shall be fully vested and non-forfeitable at all
      times.

            


    

     

    
      	
              2.45

            	
              Section 415
      Compensation means, effective as of January 1, 2008, for each Plan
      Year, compensation as defined in Section 415(c)(3) of the
      Code.

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      general, Section 415(c)(3) of the Code defines compensation as all of a
      Participant's wages, salaries, fees for professional services and other
      amounts received (without regard to whether or not an amount is paid in
      cash) for personal services actually rendered in the course of employment
      with the Group, to the extent that the amounts are includible in gross
      income (or to the extent amounts would have been received and includible
      in gross income but for an election under Section 125(a), 132(f)(4),
      402(e)(3), 402(h)(1)(B), or 402(k) of the Code), including but not limited
      to commissions, compensation for services on the basis of a percentage of
      profits, bonuses, fringe benefits and reimbursement or other expense
      allowances under a nonaccountable plan as described in applicable Treasury
      Regulations.

            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (b)

            	
              Section
      415 Compensation shall also
include:

            


    

     

    
      	
               
      

            	
              (i)

            	
              earned
      income received by the Participant from the Group from sources outside the
      United States (as defined in Section 91l(b) of the Code), whether or not
      excludible from gross income under Section 911 of the Code or deductible
      under Section 913 of the Code;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              amounts
      described in Section 104(a)(3), Section 105(a) and Section 105(h) of the
      Code, but only to the extent that these amounts are includible in the
      gross income of such Participant from the
Group;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              amounts
      paid or reimbursed by the Group for moving expenses incurred by such
      Participant, but only to the extent that these amounts are not deductible
      by such Participant under Section 217 of the
  Code;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      value of a nonstatutory option granted to a Participant by the Group, but
      only to the extent that the value of the option is includible in the gross
      income of the Participant for the taxable year in which
      granted;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      amount includible in the gross income of a Participant from the Group upon
      making the election described in Section 83(b) of the
  Code;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      amount received by the Participant from the Group and includible in gross
      income under the rules of Section 409A of the Code or because the amount
      is constructively received by the
Participant;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              any
      amounts received by such Participant from the Group pursuant to an
      unfunded nonqualified deferred compensation plan in the taxable year in
      which such amounts are includible in the gross income of such
      Participant;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              amounts
      paid by the Group to a Participant by the later of two and one-half
      (2-1/2) months after the Participant's severance from employment or the
      end of the Plan Year that includes the date of the Participant's severance
      from employment, if such amounts, absent a severance from employment,
      would have been paid to the Participant prior to the severance from
      employment if the Participant had continued in employment with the Group
      and are regular compensation for services during the Participant's regular
      working hours, or compensation for services outside the Participant's
      regular working hours (such as overtime or shift differential),
      commissions, bonuses, or other similar
payments;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              amounts
      paid by the Group to a Participant by the later of two and one-half
      (2-1/2) months after the Participant's severance from employment or the
      end of the Plan Year that includes the date of the Participant's severance
      from employment, if such amounts, absent a severance from employment,
      would have been included in the Participant's compensation if they were
      paid prior to the Participant's severance from employment and are
      either:

            


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    
      
        	
                (A)

              	
                payments
      for unused accrued bona fide sick, vacation, or other leave, but only if
      the Participant would have been able to use the leave if employment had
      continued; or

              


      

    

     

    
      
        	
                (B)

              	
                payments
      pursuant to a nonqualified unfunded deferred compensation plan, but only
      if the payments would have been paid to the Participant at the same time
      if the Participant had continued employment with the Group and only to the
      extent that the payment is includible in the Participant's gross
      income;

              


      

    

     

    
      	
               
      

            	
              (x)

            	
              payments
      by the Group to an individual who does not currently perform services for
      the Group by reason of qualified military service (within the meaning of
      Code Section 414(u)(1)) to the extent these payments do not exceed the
      amounts the individual would have received if the individual had continued
      to perform services for the Group rather than entering qualified military
      service; and

            


    

     

    
      	
               
      

            	
              (xi)

            	
              payments
      by the Group to a Participant who is "permanently and totally disabled,"
      as defined in Section 22(e)(3) of the Code, to the extent that either the
      Participant was not a Highly Compensated Participant immediately before
      becoming disabled or such payments are made on behalf of all Participants
      who are permanently and totally
disabled.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Section 415
      Compensation does not
include:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      payments not described in subsection (b)(viii), (ix), (x) or (xi) that are
      paid after severance from employment, even if they are paid within two and
      one-half (2-1/2) months following severance from
    employment;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              except
      as otherwise provided in subsection (a) above, other contributions made by
      the Group to a qualified plan of deferred compensation to the extent that,
      before the application of the Code Section 415 limitations to that plan,
      the contributions are not includible in the gross income of such
      Participant for the taxable year in which contributed; in addition,
      contributions by the Group made on behalf of such Participant to a
      simplified employee pension plan described in Section 408(k) of the Code
      for the taxable year in which contributed; additionally, any distributions
      from a qualified plan of deferred compensation, regardless of whether such
      amounts are includible in the gross income of such Participant when
      distributed;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              amounts
      realized from the exercise of a nonqualified stock option, or when
      restricted stock (or property) held by the Participant either becomes
      freely transferable or is no longer subject to a substantial risk of
      forfeiture;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              amounts
      realized from the sale, exchange or other disposition of stock acquired
      under a qualified stock option; and

            


    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (v)

            	
              except
      as otherwise provided in subsection (a) above, other amounts which receive
      special federal income tax treatment under the Code, such as premiums for
      group term life insurance (but only to the extent that those premiums are
      not includible in the gross income of such
  Participant).

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      no event shall the Section 415 Compensation of a Participant for a Plan
      Year exceed the applicable limit established by Section 401(a)(17) of the
      Code that applies to such Plan Year, as adjusted for cost-of-living
      increases in accordance with Section 401(a)(17)(B) of the
      Code.

            


    

     

    
      	
              2.46

            	
              Spouse means
      the person of the opposite sex to whom an Employee is lawfully married, or
      was lawfully married at the date of his death, as defined under the
      Federal Defense of Marriage Act.

            


    

     

    
      	
              2.47

            	
              Termination
      Date means the date on which a Participant's employment with the
      Group is terminated for any reason, including layoff or retirement, the
      date on which the Participant has experienced a Total Disability, or the
      date that the Participant's employment terminates due to
      death.

            


    

     

    
      	
              2.48

            	
              Top Paid Group
      means in a Plan Year the Employees who are in the top twenty percent (20%)
      of the Group's Employees in terms of Section 415 Compensation for such
      Plan Year; provided, however, that
      for purposes of determining the number of Employees to be included in the
      Top Paid Group, the following Employees shall be excluded to the extent
      permitted by Section 414(q)(4) of the
Code:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Employees
      who have not completed six (6) months of service with the
      Group;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Employees
      who normally work less than seventeen and one-half (17-1/2) hours per week
      or less than six (6) months during a Plan
Year;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Employees
      who have not attained age twenty-one
(21);

            


    

     

    
      	
               
      

            	
              (d)

            	
              except
      as provided by regulations promulgated under the Code, Employees who are
      covered by a collectively bargained agreement;
  and

            


    

     

    
      	
               
      

            	
              (e)

            	
              Employees
      who are non-resident aliens and who receive no earned income (within the
      meaning of Section 911(d)(2) of the Code) from the Group which constitutes
      income from sources in the United States (within the meaning of Section
      861(a)(3) of the Code).

            


    

     

    
      	
              2.49

            	
              Total Disability or
      Totally Disabled means a Participant's mental or physical condition
      which entitles him to disability benefits under the long term disability
      plan maintained by the Participating
Companies.

            


    

     

    
      	
              2.50

            	
              Trust Agreement
      means the agreement entered into between Vectren Corporation and the
      Trustee to carry out the purposes of the Plan, as set forth herein, which
      Trust Agreement, as it may be amended hereafter from time to time, shall
      form a part of the Plan.

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    
      	
              2.51

            	
              Trustee mean
      the Trustee of the Trust Fund and its successors and
      substitutes.

            


    

     

    
      	
              2.52

            	
              Trust Fund
      means the cash and other assets of the Plan held and administered by the
      Trustee in accordance with the provisions of the Trust Agreement and of
      the Plan.

            


    

     

    
      	
              2.53

            	
              Union
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      International Brotherhood of Electrical Workers, Local
  702;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      International Brotherhood of Electrical Workers, Local
    1393;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      United Steelworkers of America AFL-CIO-CLC, Local
  7441;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      United Steelworkers of America AFL-CIO-CLC, Local
  12213;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Utility
      Workers Union of America, Local
175;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Teamsters,
      Chauffeurs, Warehousemen, and Helpers Local No. 135;
  and

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      other collective bargaining unit with respect to which the Participating
      Companies and that collective bargaining unit have agreed to its
      participation in this Plan.

            


    

     

    
      	
              2.54

            	
              Valuation Date
      means and shall include each business
date.

            


    

     

    
      	
              2.55

            	
              Vectren Stock
      means the common stock of Vectren
Corporation.

            


    

     

    
      	
              2.56

            	
              Year of Service
      means any Computation Period during which an Employee completes one
      thousand (1,000) Hours of Service; provided, however, that
      for eligibility purposes, an Employee shall not be deemed to have
      completed a Year of Service in a Computation Period until the last day of
      the Computation Period.

            


    

     

    ARTICLE
III

    ELIGIBILITY

     

    
      	
              3.1

            	
              Requirements for
      Eligibility.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Employee whose terms of employment are covered by a collective bargaining
      agreement between a Participating Company and a Union who is expected to
      complete at least one thousand (1,000) Hours of Service during his first
      Computation Period is eligible to become a Participant in the Plan once he
      completes at least one (1) Hour of Service.  Such an Employee
      who is not expected to complete at least one thousand (1,000) Hours of
      Service during his first Computation Period is eligible to become a
      Participant in the Plan once he completes at least one (1) Year of
      Service.  An Employee who meets the eligibility requirements of
      this Section 3.1(a) shall become a Participant in the Plan at the
      applicable time specified under Section 3.2 (b) or
  (c).

            


    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (b)

            	
              Each
      Employee whose terms of employment are not covered by a collective
      bargaining agreement between a Participating Company and a Union who is
      expected to complete at least one thousand (1,000) Hours of Service during
      his first Computation Period is eligible to become a Participant in the
      Plan once he completes at least one (1) Hour of Service.  Such
      an Employee who is not expected to complete at least one thousand (1,000)
      Hours of Service during his first Computation Period is eligible to become
      a Participant in the Plan once he completes at least a one (1) year Period
      of Service.  An Employee who meets the eligibility requirements
      of this Section 3.1(b) shall become a Participant in the Plan at the
      applicable time specified under Section 3.2
(a).

            


    

     

    
      	
              3.2

            	
              Commencement of
      Participation.

            


    

     

    
      	
               
      

            	
              (a)

            	
              An
      Employee whose terms of employment are not covered by a collective
      bargaining agreement shall become a Participant in the Plan as soon as
      practicable following satisfaction of the requirements for eligibility set
      forth in Section 3.1(b).

            


    

     

    
      	
               
      

            	
              (b)

            	
              An
      Employee whose terms of employment are covered by a collective bargaining
      agreement between a Participating Company and the International
      Brotherhood of Electrical Workers, Local No. 1393, United Steelworkers of
      America AFL-CIO-CLC Locals No. 12213 or 7441, or Teamsters, Chauffeurs,
      Warehousemen, and Helpers Local No. 135 shall become a Participant in the
      Plan on the date which is six (6) months following the date on which such
      Employee satisfies the requirements for eligibility set forth in Section
      3.1(a).

            


    

     

    
      	
               
      

            	
              (c)

            	
              An
      Employee whose terms of employment are covered by a collective bargaining
      agreement between a Participating Company and the Utility Workers Union of
      America, Local No. 175 or the International Brotherhood of Electrical
      Workers, Local No. 702 shall become a Participant in the Plan on first day
      of the month following the date on which such Employee satisfies the
      requirements for eligibility set forth in Section
  3.1(a).

            


    

     

    
      	
              3.3

            	
              Reemployment.  Upon
      reemployment, a former Employee who had completed the eligibility
      requirements in Section 3.1 shall be eligible to participate in the Plan
      as of the later of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              his
      reemployment date by the Participating Companies,
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date on which he would have otherwise been eligible to participate in the
      Plan had his employment by the Participating Companies not been
      terminated;

            


    

     

    provided, however, that, for
purposes of determining the vested balance of the Company Matching and
Non-Matching Contributions Accounts of a reemployed Employee whose terms of
employment are not covered by a collective bargaining agreement between a
Participating Company and a Union and who did not have a vested interest in his
Compensation Redirection Account or Company Matching or Non-Matching
Contributions Accounts at the time he incurred a One Year Service Break, his
Period of

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    Service
accrued before the One Year Service Break shall be disregarded on his
reemployment if the number of such Employee's consecutive One Year Service
Breaks equals or exceeds the greater of five (5) or his Period of Service
completed before the One Year Service Breaks; provided, further, that, for
purposes of determining the vested balance of the Company Matching and
Non-Matching Contributions Accounts of a reemployed Employee whose terms of
employment are covered by a collective bargaining agreement between a
Participating Company and a Union and who did not have a vested interest in his
Compensation Redirection Account or Company Matching or Non-Matching
Contributions Accounts at the time he incurred a Break in Service, his Years of
Service accrued before the Break in Service shall be disregarded on his
reemployment if the number of such Employee's consecutive one (1) year Breaks in
Service equals or exceeds the greater of five (5) or his Years of Service
completed before the Break in Service.

     

    
      	
              3.4

            	
              Change in
      Status.  If a Participant hereunder ceases to be an
      Employee due to a change in his employment status, while remaining an
      employee of the Group (as defined for
      purposes of Article XVII), he shall become an inactive Participant
      hereunder until such time as he again becomes an Employee, and during the
      period in which he is an inactive Participant he shall no longer be
      entitled to redirect his Compensation to the Plan; provided, however, that
      his Participant Account shall continue to be adjusted in accordance with
      Article VII; provided, further, that
      the employment of such an inactive Participant shall not be deemed
      terminated until he ceases to be employed by the Group (as such term is
      defined for purposes of Article XVII).  If a Participant or an
      Employee is employed by a Participating Company that ceases to be a
      Participating Company or which ceases to be a member of the Group, the
      Participant shall cease to be an Employee and shall be deemed terminated
      by the Group on the date the Participating Company ceases to be a
      Participating Company in the Plan.

            


    

     

    If an
Employee who is not a Participant becomes a Participant due to a change in his
employment status or due to the adoption of the Plan by a Participating Company
in accordance with Section 10.1, he shall become eligible to participate in this
Plan immediately; provided, however, that his
participation shall not commence until the applicable time set forth in Section
3.2.

     

    
      	
              3.5

            	
              Limited
      Participant.  An Employee who is not eligible to become a
      Participant in the Plan but on whose behalf amounts are transferred to the
      Plan from another qualified retirement plan in accordance with Section
      5.11 shall be deemed to be a limited Participant under the Plan with
      respect to such transferred
amounts.

            


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    
       
ARTICLE
IV

      COMPENSATION
REDIRECTION

    

     

    
      	
              4.1

            	
              Compensation
      Redirection.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Automatic
      Enrollment.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Effective
      for (A) any Employee who first becomes a Participant in the Plan on or
      after December 1, 2004, (B) any former Employee who becomes a
      Participant in the Plan pursuant to Section 3.3, or (C) any Employee who
      becomes a Participant in the Plan pursuant to Section 3.4, and who
      has not entered into a Compensation Redirection Agreement under Section
      4.1(b) or affirmatively elected not to make such contributions, such
      Participant shall be deemed to have elected to contribute three percent
      (3%) of his Compensation (a "3% Automatic Compensation Redirection
      Contribution") to the Plan as a Compensation Redirection
      Amount.  The deemed election of a 3% Automatic Compensation
      Redirection Contribution of such Participant shall be effective as soon as
      administratively practicable following the date of becoming a Participant
      under Section 3.2, 3.3 or 3.4, as applicable, in accordance with the
      procedures adopted by the Plan Administrator.  A Participating
      Company shall provide the notice described in (iii), below, regarding such
      deemed election to such Participant within a reasonable period prior to
      the date such deemed election becomes effective.  Such 3%
      Automatic Compensation Redirection Contribution election shall be invested
      in the default investment Fund designated by the Plan Administrator or its
      designee unless the Participant changes such default investment Fund as
      allowed under Article VI.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Contributions
      pursuant to the automatic enrollment provisions of this Section 4.1(a)
      shall remain in effect until the Participant affirmatively
      elects:

            


    

     

    
      	
               
      

            	
              (A)

            	
              a
      different Compensation Redirection Contribution by entering a Compensation
      Redirection Agreement with a Participating Company in accordance with
      Section 4.1(b); or

            


    

     

    
      	
               
      

            	
              (B)

            	
              not
      to make such contributions (a "zero percent Compensation Redirection
      Contribution") under Section 4.1(b)  For purposes of this
      subparagraph (B), a Participant's election to make a withdrawal in
      accordance with Section 8.4 shall be deemed to be an affirmative election
      to make a zero percent Compensation Redirection
    Contribution.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              For
      purposes of the automatic enrollment provisions of this Section 4.1(a),
      the Plan Administrator shall provide to:  (A) each eligible
      Employee who has never contributed to the Plan, (B) each former Employee
      who becomes a Participant in the Plan pursuant to Section 3.3, and/or (C)
      each Employee who becomes a Participant in the Plan pursuant to Section
      3.4 a notice that describes:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      terms of the automatic enrollment
provisions;

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (B)

            	
              the
      rights of each Participant to modify or terminate the automatic
      contributions under this Section
4.1(a);

            


    

     

    
      	
               
      

            	
              (C)

            	
              the
      procedure for exercising that
right;

            


    

     

    
      	
               
      

            	
              (D)

            	
              the
      timing for implementation of any such election;
  and

            


    

     

    
      	
               
      

            	
              (E)

            	
              the
      Participant's right to request a withdrawal under Section 8.4, if
      applicable.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              The
      Plan Administrator may from time to time establish procedures to govern
      the administration of the automatic enrollment provisions under this
      Section 4.1(a).  A Participant may make or change investment
      instructions for any contributions made under this Section 4.1(a) pursuant
      to Article VI.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Compensation
      Redirection Agreements.

            


    

     

    
      	
               
      

            	
              (i)

            	
              In
      lieu of the 3% Automatic Compensation Redirection Contribution election
      under Section 4.1(a), a Participant may elect to have a portion of his
      Compensation contributed to the Plan as a Compensation Redirection Amount
      by entering into a Compensation Redirection Agreement with a Participating
      Company.  Such Compensation Redirection Agreement shall specify
      a whole percentage of his Compensation to be contributed to the Plan, from
      one percent (1%) to fifty percent (50%) (in multiples of one (1)
      percentage point); provided, however, that a
      Participant whose terms of employment are covered by a collective
      bargaining agreement entered into with a Participating Company may make
      additional elections as provided in Section 4.1(b)(ii),
      below.  Such contributions are subject to the limitations set
      forth in Sections 5.5 and 5.8 of the
Plan.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              In
      addition to the Compensation Redirection Amount elected in Section
      4.1(b)(i) or the 3% Automatic Compensation Redirection Contribution under
      Section 4.1(a), and subject to the limitations set forth in Sections 5.5
      and 5.8 of the Plan and provided that such election will not result in a
      deferral which would cause the limits of Code Section 402(g) to be
      exceeded:

            


    

     

    
      	
               
      

            	
              (A)

            	
              a
      Participant whose terms of employment are covered by a collective
      bargaining agreement entered into between a Participating Company and the
      International Brotherhood of Electrical Workers, Local No. 702 may elect
      to defer between one percent (1%) and one hundred percent (100%), in whole
      percentage increments, of his Performance Incentive Plan payout as an
      additional Compensation Redirection Amount, to the extent allowed by the
      applicable collective bargaining
agreement;

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (B)

            	
              a
      Participant whose terms of employment are covered by a collective
      bargaining agreement entered into between a Participating Company and the
      Utility Workers Union of America, Local No. 175 may elect to defer between
      one percent (1%) and one hundred percent (100%), in whole percentage
      increments, of any of the guaranteed annual payment or any incentive plan
      payment earned by such Participant as an additional Compensation
      Redirection Amount, to the extent allowed by the applicable collective
      bargaining agreement;

            


    

     

    
      	
               
      

            	
              (C)

            	
              a
      Participant whose terms of employment are covered by a collective
      bargaining agreement entered into between a Participating Company and the
      International Brotherhood of Electrical Workers, Local No. 1393, the
      United Steelworkers of America, AFL-CIO-CLC, Local Nos. 7441 and 12213 may
      elect to defer between one percent (1%) and one hundred percent (100%), in
      whole percentage increments, any bonuses paid to the Participant by a
      Participating Company as an additional Compensation Redirection Amount, to
      the extent allowed by the applicable collective bargaining agreement;
      and

            


    

     

    
      	
               
      

            	
              (D)

            	
              a
      Participant whose terms of employment are covered by a collective
      bargaining agreement entered into between a Participating Company and the
      Teamsters, Chauffeurs, Warehousemen and Helpers Local No. 135 may elect to
      defer between one percent (1%) and ninety percent (90%), in whole
      percentage increments, any bonuses paid to the Participant by a
      Participating Company as an additional Compensation Redirection Amount, to
      the extent allowed by the applicable collective bargaining
      agreement.

            


    

     

    Company
Matching Contributions will not be made with respect to any amounts deferred
into the Plan pursuant to subparagraphs (A), (C) and (D) of this Section
4.1(b)(ii).

     

    
      	
               
      

            	
              (iii)

            	
              Except
      for occasional, bona fide
      administrative considerations, as provided under Treasury Regulation
      Section 1.401(k)-1(a)(3)(iii)(C)(2), contributions made pursuant to a
      Compensation Redirection Agreement cannot precede the earlier
      of:

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      performance of services relating to the contribution;
  and

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      date the Compensation that is subject to the Compensation Redirection
      Agreement would be currently available to the Participant in the absence
      of an election to defer.

            


    

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    
      	
              4.2

            	
              Change in Compensation
      Redirection Agreements.  By following the procedures
      established by the Plan Administrator, a Participant may prospectively
      change his Compensation Redirection Agreement within the limits set forth
      in Section 4.1.  The Plan Administrator may, as of any payroll
      period, modify the Compensation Redirection Agreements of any Participant
      if necessary to comply with the limits contained in Sections 5.5, 5.6,
      5.7, and 5.8; provided, however, that
      any modification by the Plan Administrator shall be determined in a
      uniform and non-discriminatory manner; provided, further, that
      any modification may result in the Compensation Redirection Contribution
      of a Participant reduced to a fractional percentage in order to permit
      such Participant to maximize his Compensation Redirection
      Amount.

            


    

     

    
      	
              4.3

            	
              Revocation of
      Compensation Redirection Agreements.  As of any payroll
      period, a Participant may cease having his Compensation redirected to the
      Plan and revoke his Compensation Redirection Agreement by following the
      procedures established by the Plan Administrator or its designate in
      advance of the date on which the revocation is to be
      effective.  In order for a Participant to reinstate his
      Compensation Redirection Agreement, such Participant shall follow the
      procedures outlined in Section 3.3 as though he were a new
      Participant.

            


    

     

    
      	
              4.4

            	
              Catch-Up
      Contributions.  All Employees who are eligible to make
      contributions to their Compensation Redirection Accounts under this Plan
      and who have attained age fifty (50) before the close of the Plan Year
      shall be eligible to make catch-up contributions in accordance with, and
      subject to the limitations of, Section 414(v) of the Code.  Such
      catch-up contributions shall not be taken into account for purposes of the
      provisions of the Plan implementing the required limitations of Sections
      402(g) and 415 of the Code and shall also be disregarded for purposes of
      determining any Company Matching Contributions under Section 5.2 of this
      Plan.  The Plan shall not be treated as failing to satisfy the
      provisions of the Plan implementing the requirements of Section 401(k)(3),
      401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by
      reason of the making of such catch-up
  contributions.

            


    

     

    ARTICLE
V

    COMPANY
CONTRIBUTIONS

     

    
      	
              5.1

            	
              Amount of Company
      Contributions.  Subject to the limitations set forth
      below, the Participating Companies shall contribute with respect to each
      payroll period an amount equal to one hundred percent (100%) of that
      Participant's Compensation Redirection Amount; provided, however, that
      the amount of contributions by any Participating Companies under this
      Section and under Sections 5.2 and 5.3 with respect to any Plan Year shall
      not exceed an amount equal to the maximum amount deductible by such
      Participating Companies under Section 404 of the Code for such Plan Year
      as an expense for federal income tax purposes; provided, further, that,
      except with respect to contributions based on Compensation paid on a
      Participant's final paycheck as described in
      Section 2.12, no contributions shall be made under this Section after the
      effective date of a Participant's Termination Date with the Participating
      Companies.

            


    

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    
    

     

    
      	
              5.2

            	
              Company Matching
      Contributions.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Non-Union
      Employees.  Subject to the limitations of Section 5.5 and
      Section 5.7, the Company Matching Contributions with respect to each Plan
      Year for a Participant whose terms of employment are not governed by a
      collective bargaining agreement entered into by a Participating Company
      and a Union shall be an amount equal to fifty percent (50%) of that
      portion of such Participant's Compensation Redirection Amount, excluding
      catch-up contributions, not in excess of six percent (6%) of his
      Compensation in such Plan Year to be allocated to his Company Matching
      Contributions Account.  Notwithstanding anything contained in
      this Section to the contrary and subject to the limitations of Sections
      5.5 and 5.7, the Participating Companies shall make a year-end
      reconciliation or "true-up" Company Matching Contribution, effective as of
      the last day of the Plan Year, on behalf of each Participant who made a
      Compensation Redirection Contribution with respect to such Plan Year,
      equal to the excess, if any, of: (1) fifty percent (50%) of the
      Participant's Compensation Redirection Amount for such Plan Year to the
      extent such Compensation Redirection Amount does not exceed six percent
      (6%) of the Participant's Compensation for such Plan Year, over (2) the
      Company Matching Contributions previously contributed for such Participant
      for the Plan Year pursuant to this Section 5.2(a).  Any such
      reconciliation or "true-up" shall be made once annually and paid in
      accordance with Section 5.4 and shall be subject to any applicable
      limitation under Code Section 401(a)(17).  Notwithstanding
      anything contained in this Section 5.2 to the contrary, if the Plan
      Administrator reduces or returns in accordance with Section 5.6 the
      Compensation Redirection Amounts of a Participant in order to comply with
      Section 5.6, Section 415 of the Code or Section 402(g) of the Code, the
      Participating Companies shall be required to forfeit any Company Matched
      Contributions attributable to the reduced or returned Compensation
      Redirection Amounts but only to the extent that the Participant
      Compensation Redirection Amounts for such Plan Year (after adjustment to
      reflect the required reductions and returns) is not in excess of six
      percent (6%) of his Compensation for such Plan
  Year.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Union
      Employees.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Subject
      to the limitations of Section 5.5 and Section 5.7 and except as provided
      below, the Participating Companies shall also contribute, with respect to
      each Plan Year for a Participant whose terms of employment are governed by
      a collective bargaining agreement entered into by the Participating
      Companies and a Union during which a Participant has in effect a
      Compensation Redirection Agreement, an amount equal to fifty percent (50%)
      of that portion of such Participant's Compensation Redirection Amount,
      excluding catch-up contributions, that is not in excess
  of:

            


    

     


    
      	
               
      

            	
              (A)

            	
              for
      the Teamsters, Chauffeurs, Warehousemen, and Helpers Local No. 135, five
      percent (5%) of his Compensation for such Plan Year and, effective
      September 24, 2009, six percent (6%) of his Compensation for such Plan
      Year,

            


    

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (B)

            	
              for
      the International Brotherhood of Electrical Workers Local No. 702, five
      percent (5%) of his Compensation for such Plan
  Year,

            


    

     

    
      	
               
      

            	
              (C)

            	
              for
      the International Brotherhood of Electrical Workers Local No. 1393, United
      Steelworkers of America Local No. 12213, and for United Steelworkers of
      America Local No. 7441, effective December 1, 2008, five percent (5%) of
      his Compensation for such Plan Year for those Participants in these
      designated Unions hired prior to July 21,
2009,

            


    

     

    
      	
               
      

            	
              (D)

            	
              for
      the International Brotherhood of Electrical Workers Local No. 1393, United
      Steelworkers of America Local No. 12213, and United Steelworkers of
      America Local No. 7441, effective December 1, 2008, six percent (6%) of
      his Compensation for such Plan Year for those Participants hired on or
      after July 21, 2009,

            


    

     

    to be
allocated to his Company Matching Contributions Account.

     

    
      	
               
      

            	
              (ii)

            	
              Notwithstanding
      Section 5.2(b)(i):

            


    

     

    
      	
               
      

            	
              (A)

            	
              Participants
      whose terms of employment are governed by a collective bargaining
      agreement entered into by the Participating Companies and International
      Brotherhood of Electrical Workers Local No. 702 shall not be eligible for
      any Company Matching Contributions relating to amounts deferred by the
      Participant as Compensation Redirection Amounts under the Performance
      Incentive Plan; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              Participants
      whose terms of employment are governed by a collective bargaining
      agreement entered into by the Participating Companies and the
      International Brotherhood of Electrical Workers Local No. 1393, the United
      Steelworkers of America, AFL-CIO-CLC Locals Nos. 7441 and 12213, or the
      Teamsters, Chauffeurs, Warehousemen and Helpers Local 135 shall not be
      eligible for any Company Matching Contributions relating to bonus amounts
      deferred by the Participant as Compensation Redirection Amounts and paid
      by a Participating Company.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Notwithstanding
      anything contained in this Section to the contrary and subject to the
      limitations of Section 5.5 and Section 5.7, the Company Matching
      Contributions with respect to each Plan Year made on behalf of
      Participants whose terms of employment are governed by a collective
      bargaining agreement entered into by the Participating Companies and
      the

            


    

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              Utility
      Workers Union of America, Local 175 shall be an amount equal to one
      hundred percent (100%) of that portion of such Participant's Compensation
      Redirection Amount, excluding catch-up contributions, to be allocated to
      his Company Matching Contributions Account; provided, however, that
      the maximum annual Company Matching Contribution under this sentence for
      any Participant in any Plan Year shall be one thousand dollars
      ($1,000.00).

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Notwithstanding
      anything contained in this Section to the contrary and subject to the
      limitations of Sections 5.5 and 5.7, the Participating Companies shall
      make a year-end reconciliation or "true-up" Company Matching Contribution,
      effective as of the last day of the Plan Year, on behalf of each
      Participant who made a Compensation Redirection Contribution with respect
      to such Plan Year, equal to the excess, if any, of: (1) fifty percent
      (50%) of the Participant's Compensation Redirection Amount for such Plan
      Year to the extent such Compensation Redirection Amount does not exceed
      the applicable percentage under paragraph (i), above, of such
      Participant's Compensation for the Plan Year, over (2) the Company
      Matching Contributions previously contributed for such Participant for the
      Plan Year pursuant to this Section 5.2(b).  Any such
      reconciliation or "true-up" shall be made once annually and paid in
      accordance with Section 5.4 and shall be subject to any applicable
      limitation under Code Section
401(a)(17).

            


    

     

    
      	
              5.3

            	
              Company Non-Matching
      Contributions.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Contributions for
      Non-Union Employees.  The Participating Companies shall
      also contribute for a Participant (regardless of the number of Hours of
      Service completed by such Participant) whose terms of employment are not
      governed by a collective bargaining agreement entered into by a
      Participating Company and a Union an amount equal to three percent (3%) of
      his Compensation in each payroll period; provided, however, that
      this three percent (3%) contribution shall not be made on behalf of any
      Participant who is listed on Exhibit B; provided, further, that
      the Participants employed by the Participating Companies listed on
      Exhibit C shall not be eligible for the annual contribution described
      in this Subsection (a).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Certain Union
      Participants.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Subject
      to the limits of Section 5.5, the Participating Companies shall also
      contribute in each Plan Year on December 15 of such Plan Year or as
      soon as practicable thereafter for a Participant whose terms of employment
      are governed by a collective bargaining agreement entered into by the
      Participating Companies and the Utility Workers Union of America, Local
      175 (regardless of the number of Hours of Service completed by such
      Participant) and who is employed on December 1 of such Plan Year an
      amount equal to the amount determined in accordance with the following
      schedule:

            


    

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              Contribution Date

            	
              For Year

            	
              Amount of Contribution

            	 
	 	
              December 15,
      2008

            	
              2009

            	
              $1,300

            	 
	 	 December
      15. 2009	2010 	$1,300 	 


    

    


    provided, however, that, to the
extent any contribution required under this Section 5.3(b)(i) with respect to a
Participant for a Plan Year would otherwise be limited by Section 5.5, such
Participant shall, if he remains employed in the following Plan Year, be
entitled to an additional contribution for that following Plan Year in an amount
equal to the amount by which his previous Plan Year contribution was limited by
Section 5.5.

     

    
      	
               
      

            	
              (ii)

            	
              To
      the extent required by the applicable collective bargaining agreement,
      effective December 1, 2008 and subject to the limits of Section 5.5, the
      Participating Companies shall also contribute each payroll period for a
      Participant whose terms of employment are governed by a collective
      bargaining agreement entered into by the Participating Companies and the
      International Brotherhood of Electrical Workers Local No. 1393, the United
      Steelworkers of America Local No. 12213, and/or the United Steelworkers of
      America Local No. 7441 and who was hired on or after July 21, 2009
      (regardless of the number of Hours of Service completed by such
      Participant) equal to three percent (3%) of such Participant's
      Compensation in each payroll period; provided, however, that
      such Participant's Compensation for purposes of determining the amount of
      the Non-Matching Contribution under this Section 5.3(b)(ii) shall exclude
      any bonus amounts deferred by the Participant as Compensation Redirection
      Amounts and paid by a Participating
Company.

            


    

     

    To the
extent any contribution required under this Section 5.3(b)(ii) with respect to a
Participant for a Plan Year would otherwise be limited by Section 5.5, such
Participant shall, if he remains employed in the following Plan Year, be
entitled to an additional contribution for that following Plan Year in an amount
equal to the amount by which his previous Plan Year contribution was limited by
Section 5.5.

     

    
      	
               
      

            	
              (iii)

            	
              To
      the extent required by the applicable collective bargaining agreement,
      effective September 24, 2009 and subject to the limits of Section 5.5, the
      Participating Companies shall also contribute each payroll period for a
      Participant whose terms of employment are governed by a collective
      bargaining agreement entered into by the Participating Companies and
      Teamsters, Chauffeurs, Warehousemen and Helpers Local 135 and who was
      hired on or after September 24, 2009 an amount equal to three percent (3%)
      of such Participant's Compensation in each payroll period; provided, however, that
      such Participant's Compensation for purposes of determining the amount of
      the Non-Matching Contribution under this Section 5.3(b)(iii) shall exclude
      any bonus amounts deferred by the Participant
      as Compensation Redirection Amounts and paid by a Participating
      Company.

            


    

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


    
    

    To the
extent any contribution required under this Section 5.3(b)(iii) with respect to
a Participant for a Plan Year would otherwise be limited by Section 5.5, such
Participant shall, if he remains employed in the following Plan Year, be
entitled to an additional contribution for that following Plan Year in an amount
equal to the amount by which his previous Plan Year contribution was limited by
Section 5.5.

     

    
      	
               
      

            	
              (c)

            	
              Discretionary Profit
      Sharing Contributions.  The Chief Executive Officer or
      President of any of the Participating Companies listed on Exhibit C
      may, in its sole discretion, elect to contribute additional amounts on
      behalf of Participants employed by each such Participating Company to the
      Plan as additional Company contributions.  Any additional
      Company contribution made to the Plan shall be allocated among the
      Participants employed by each such Participating Company on the last
      calendar day of the Plan Year based on the respective Compensation of each
      eligible Participant in the Plan Year and shall be allocated to such
      Participant's Company Non-Matching Contributions
      Account.  Contributions made under this Subsection shall be paid
      into the Plan as soon as practicable after completion of the Plan Year for
      which the contribution relates.

            


    

     

    
      	
              5.4

            	
              Remittance of Company
      Contributions.  Company contributions required under
      Section 5.1 shall be remitted to the Trustee as soon as practicable after
      such amounts are withheld from the pay of Participants, but no later than
      the date required under 29 CFR §2510.3-102.  Company
      contributions required under Section 5.2 shall be remitted to the Trustee
      on a payroll-period-by-payroll-period basis no later than thirty (30)
      calendar days after the month during which the Compensation upon which the
      contributions are based would have been paid to the Participants, and any
      contribution based on a Plan Year reconciliation of the amount of the
      contribution shall be remitted to the Trustee no later than the date the
      Company's federal income tax return is due (including extensions) for that
      Plan Year.  Such contributions shall then be allocated among the
      investment Funds as directed by the Participants.  Company
      contributions under Section 5.3(a) and (b) shall be remitted to the
      Trustee as soon as practicable after the end of the payroll period to
      which the Company contributions relate, but in any event no later than the
      date the Company's federal income tax return is due (including extensions)
      for that Plan Year during which occurs the payroll period and shall then
      be allocated among investment Funds as directed by the Participants; provided, however, that
      Company contributions under Section 5.3(b)(i) shall be contributed as
      provided in such Section.  Company contributions under Section
      5.3(c) shall be remitted to the Trustee no later than the due date for the
      Company's federal income tax return (including extensions) for that Plan
      Year during which the annual contribution is
  accrued.

            


    

     

    
      	
              5.5

            	
              Maximum
      Contributions.  Notwithstanding any other provisions of
      the Plan, the Annual Additions allocated to any Participant in any Plan
      Year under the Plan and under any other qualified defined contribution
      plans maintained by the Group shall not exceed the lesser
    of:

            


    

     

    
      	 	
              (a)

            	
              One
      hundred percent (100%) of such Participant's Section 415 Compensation from
      the Group in that Plan Year, or

            


    

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Forty-nine
      thousand dollars ($49,000), as adjusted for cost of living increases
      pursuant to Section 415(d) of the
Code.

            


    

     

    Notwithstanding
anything contained herein to the contrary, the limit on Annual Additions shall
be increased to any greater amount permitted by Section 415 of the Code which
Code Section is incorporated herein by reference.

     

    
      	
              5.6

            	
              Return of Compensation
      Redirection Amounts.  Unless the Plan Administrator
      properly elects at such time and in such manner as prescribed by the
      Secretary of the Treasury to apply the Current Year ADP Method instead, if
      after making the adjustments required by Section 5.8 the average of the
      Actual Deferral Percentages for the group of Highly Compensated
      Participants who are eligible to be Participants in a Plan Year would be
      more than the greater of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      average of the immediately preceding Plan Year's Actual Deferral
      Percentages of all Prior Year's Non-Highly Compensated Participants
      multiplied by one and twenty-five one hundredths (l.25),
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      lesser of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              two
      percent (2%) plus the immediately preceding Plan Year's Actual Deferral
      Percentage of all Prior Year's Non-Highly Compensated Participants,
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      immediately preceding Plan Year's Actual Deferral Percentage of all Prior
      Year's Non-Highly Compensated Participants multiplied by two
      (2),

            


    

     

    the
Compensation Redirection Contributions of the Highly Compensated Participants
shall be reduced to the extent necessary so that the Actual Deferral Percentage
for the group of Highly Compensated Participants is not more than the greater of
Subsection (a) or (b) above.

     

    Reduction
of Compensation Redirection Contributions shall be accomplished first by
determining the maximum deferral for the group of Highly Compensated
Participants permitted by Subsection (a) or (b) above and then reducing the
Compensation Redirection Contribution of the Highly Compensated Participants
with the highest Compensation Redirection Contributions by one tenth of one
percent (0.1%).  If after making the above reduction the limitations
are still exceeded, the Compensation Redirection Contributions of the Highly
Compensated Participants shall be further reduced in one tenth of one percent
(0.1%) increments until the limitations of this Section 5.6 are not
exceeded.

     

    Correction
of excess Compensation Redirection Amounts shall be accomplished as
follows.  First, the Plan Administrator shall calculate the total
dollar amount of the Compensation Redirection Amounts of Highly Compensated
Participants that

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    would
otherwise be reduced as the result of the reduction of the Compensation
Redirection Contributions of those Highly Compensated Participants in accordance
with this Section 5.6 (the "Total Excess Contributions") without attributing any
such dollar reduction to a particular Highly Compensated
Participant.  The Compensation Redirection Amounts of the Highly
Compensated Participant with the highest dollar amount of Compensation
Redirection Amounts shall then be reduced by the amount required to cause that
Highly Compensated Participant's Compensation Redirection Amounts to equal the
dollar amount of the Compensation Redirection Amounts of the Highly Compensated
Participant with the next highest dollar amount of Compensation Redirection
Amounts.  If the total amount of the reductions of Compensation
Redirection Amounts in the preceding sentence is less than the Total Excess
Contributions, the process in the preceding sentence shall be
repeated.  In no event shall the reductions required under the
preceding two (2) sentences exceed the Total Excess Contributions.

     

    The
amount by which a Participant's Compensation Redirection Amount exceeds the
amount permitted under this Section, plus the allocable gain or loss determined
in accordance with Code Section 401(k) and the regulations promulgated
thereunder allocated to such excess Compensation Redirection Amount, shall be
returned to such Participant no later than the end of the Plan Year immediately
following the Plan Year for which the excess Compensation Redirection Amount was
made.  Any Company Matched Contributions that are attributable to
excess Compensation Redirection Amounts and that are not returned in accordance
with Section 5.7 shall be treated as a mistaken contribution, shall be
forfeited, shall be credited to and held in a suspense account and shall be
applied to reduce the amount of Company Matched Contributions otherwise required
of the Participating Companies for the next following Plan Years(s) until
exhausted.  The Plan Administrator shall apply the discrimination test
of this Section separately for the collective bargaining groups of
Employees.  To the extent permitted by applicable regulations, the
Plan Administrator may elect to test each collective bargaining group separately
or to aggregate one (1) or more of the groups for a combined
test.  For the purposes of determining whether the discrimination test
described in this Section is satisfied, all elective contributions that are made
under two (2) or more plans that are aggregated for the purposes of Code Section
401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)) are to be treated
as made under a single plan and that if two (2) or more plans are permissively
aggregated for purposes of Code Section 401(k), the aggregated plans must also
satisfy Code Sections 401(a)(4) and 410(b) as though they were a single
plan.

     

    
      	
              5.7

            	
              Return of Company
      Matched Contributions.  Unless the Plan Administrator
      properly elects at such time and in such manner as prescribed by the
      Secretary of the Treasury to apply the Current Year ACP Method instead, if
      after making the adjustments required by Section 5.6 the average of the
      Company Matched Contribution Percentages for the group of Highly
      Compensated Participants in a Plan Year would be more than the greater
      of:

            


    

     

    
      	 	
              (a)

            	
              the
      average of the immediately preceding Plan Year's Company Matched
      Contribution Percentages of all Prior Year's Non-Highly Compensated
      Participants multiplied by one and twenty-five one hundredths (1.25),
      or

            


    

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              the
      lesser of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              two
      percent (2%) plus the average of the immediately preceding Plan Year's
      Company Matched Contribution Percentages of all Prior Year's Non-Highly
      Compensated Participants, or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      average of the immediately preceding Plan Year's Company Matched
      Contribution Percentages of all Prior Year's Non-Highly Compensated
      Participants multiplied by two (2),

            


    

     

    the
Company Matched Contributions of the Highly Compensated Participants shall be
reduced to the extent necessary so that the average of the Company Matched
Contribution Percentages for the group of Highly Compensated Participants is not
more than the greater of Subsection (a) or (b) above.

     

    Reduction
of excess Company Matched Contributions shall be accomplished first by
determining the maximum average percentage for the group of Highly Compensated
Participants permitted by Subsection (a) or (b) above and then reducing the
Company Matched Contributions of the Highly Compensated Participants with the
highest Company Matched Contribution Percentage so that their Company Matched
Contribution Percentage is reduced by one tenth of one percent
(0.1%).  If after making the above reduction the limitations are still
exceeded, the Company Matched Contribution Percentages of the Highly Compensated
Participants shall be further reduced in one tenth of one percent (0.1%)
increments until the limitations are not exceeded.

     

    The
amount of excess Company Matched Contributions to be corrected with respect to a
Highly Compensated Participant shall be determined as follows.  First,
the Plan Administrator shall calculate the total dollar amount of the Company
Matched Contributions of Highly Compensated Participants that would otherwise be
reduced as the result of the reduction of Company Matched Contributions
Percentages in accordance with this Section 5.7 (the "Total Excess Aggregate
Contributions") without attributing any such dollar reduction to a particular
Highly Compensated Participant.  The Company Matched Contributions of
the Highly Compensated Participant with the highest dollar amount of Company
Matched Contributions shall then be reduced by the amount required to cause that
Highly Compensated Participant's Company Matched Contributions to equal the
dollar amount of the Company Matched Contributions of the Highly Compensated
Participant with the next highest dollar amount of Company Matched
Contributions.  If the total amount of the reductions of Company
Matched Contributions in the preceding sentence is less than the Total Excess
Aggregate Contributions, the process in the preceding sentence shall be
repeated.  In
no event shall the reductions required under the preceding two (2) sentences
exceed the Total Excess Aggregate Contributions.

     

    Excess
Company Matched Contributions shall be corrected by taking the following
actions:

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              First,
      Company Matched Contributions that are not forfeitable under Section 9.3,
      plus income attributable thereto, shall be refunded to the affected
      Participants no later than the end of the Plan Year immediately following
      the Plan Year for which such excess Company Matched Contributions were
      made; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Second,
      Company Matched Contributions that are forfeitable under Section 9.3, plus
      income attributable thereto, shall be forfeited and applied to reduce the
      amount of Company Matched Contributions otherwise required of the
      Participating Companies to whom they relate for the next following Plan
      Year(s) until exhausted.

            


    

     

    The
income attributable to excess Company Matched Contributions shall be determined
in accordance with Code Section 401(m) and the regulations promulgated
thereunder.

     

    To the
extent permitted by the Code and applicable regulations, the Plan Administrator
shall not be required to apply the discrimination test of this Section for the
collective bargaining groups of Employees.  For purposes of this
Section, all Company Matched Contributions that are made under two (2) or more
plans that are aggregated for purposes of Code Sections 401(a)(4) and 410(b)
(other than Code Section 410(b)(2)(A)(ii)) are to be treated as made under a
single plan, and if two (2) or more plans are permissively aggregated for
purposes of Code Section 401(m), the aggregated plans shall also satisfy Code
Sections 401(a)(4) and 410(b) as though they were a single plan.

     

    
      	
              5.8

            	
              Maximum Redirection
      Amounts.  Notwithstanding anything contained in the Plan
      to the contrary, the maximum Compensation Redirection Amount which a
      Participant may elect to have redirected under Section 4.1 and under any
      other qualified retirement plan, whether or not maintained by a member of
      the Group, in any calendar year is the applicable limit in effect for
      Section 402(g) of the Code (the "Section 402(g) Limit"), except as
      permitted under Section 414(v) of the Code, if permitted.  If
      due to a mistake in fact Compensation Redirection Amounts in excess of the
      Section 402(g) Limit are allocated in a calendar year to the Participant
      Account of any Participant, the Trustee shall return to such Participant
      the portion of his Compensation Redirection Amount in excess of the
      Section 402(g) Limit, plus the allocable gain or loss determined in
      accordance with Code Section 402(g) and the regulations promulgated
      thereunder allocated to such excess Compensation Redirection Amount, not
      later than the April 15 immediately following the calendar year
      during which such excess contribution was made.  If in a
      calendar year a Participant's Compensation Redirection Amount under the
      Plan, when aggregated with any other elective deferrals made by such
      Participant in such calendar year to any other qualified retirement plan
      under Section 401(k), Section 403(b) and Section 408(k) of the Code,
      whether or not maintained by a member of the
  Group,

            


    

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              would
      otherwise exceed the Section 402(g) Limit, such Participant may before the
      March 1 immediately following such calendar year notify the Plan
      Administrator on the Appropriate Form as to the portion of the amount in
      excess of the Section 402(g) Limit to be allocated to the Plan, and the
      Plan Administrator may, but is not required to, direct the Trustee to pay
      to such Participant the amount of the excess which was allocated to the
      Plan by such Participant plus the allocable gain or loss determined in
      accordance with Code Section 402(g) and the regulations promulgated
      thereunder allocated to such excess Compensation Redirection Amount,
      before the April 15 immediately following the calendar year during
      which the excess contribution was made.  The Section 402(g)
      Limit contained in this Section shall automatically be adjusted in
      accordance with Sections 402(g)(5) and 415(d) of the
  Code.

            


    

     

    
      	
              5.9

            	
              Investment Fund
      Priority of Excess Contributions.  If contributions to
      the Plan exceed the permissible limits described in Sections 5.5, 5.6,
      5.7, and 5.8 and contributions are refunded to a Participant, the
      investment Funds in which such Participant's Participant Accounts are
      allocated shall be liquidated pro
rata.

            


    

     

    
      	
              5.10

            	
              ESOP and ESOP I
      Accounts Transfers.  Any amounts which were previously
      transferred to this Plan from the ESOP or ESOP I shall be credited to the
      Company Matching Contributions Accounts of the Employees requesting the
      transfer as of the Effective Date with respect to amounts transferred from
      the ESOP and as of March 31, 1989 with respect to amounts transferred
      from ESOP I, and such transferred amounts shall be fully vested and
      non-forfeitable at all times.

            


    

     

    
      	
              5.11

            	
              Transfer of Assets
      from Other Plans.  An Employee may, with the consent of
      the Plan Administrator, transfer (roll over) a distribution which he
      received from another defined contribution plan qualified under Section
      401(a) or under Section 403(a) of the Code to the Plan; provided, however,
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Employee was not an owner-employee under such plan within the meaning of
      Section 401(c)(1) of the Code;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      transfer is made to the Plan no later than the sixtieth (60th) calendar
      day after distribution was made to that Employee from such
      plan;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      distribution from such plan constituted that Employee's entire interest in
      such plan and was distributed within one (1) taxable year to that Employee
      as a qualifying lump-sum distribution within the meaning of Section
      402(e)(4)(A) of the Code;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      amount transferred to the Plan does not include any nondeductible amounts
      contributed by that Employee to such
plan;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      transfer is made in cash to the Trustee;
and

            


    

     

    
      	
               
      

            	
              (f)

            	
              if
      the assets are transferred directly by the Trustee from such other
      qualified plan to the Trustee, the Employee is required to provide the
      Plan Administrator documentation establishing that such other plan does
      not permit distribution in any
      form other than a single lump sum payment or installments unless the
      transfer would be deemed to be a rollover under the
      Code.

            


    

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


    
    

     

    Such a
transfer (rollover) may also be made through an Individual Retirement Account
qualified under Section 408 of the Code where that Individual Retirement Account
was used as conduit from the prior plan, the transfer is made in accordance with
the rules provided at Subsections (a) through (f) above and the transfer does
not include any personal contributions or earnings thereon which that Employee
may have made to that Individual Retirement Account.  Any monies
rolled over shall be credited to the Participant's Rollover Contribution Account
and shall be fully vested and non-forfeitable at all times.  The Plan
will accept a direct rollover of an eligible rollover distribution from
(i) an annuity contract described in Section 403(b) of the Code, excluding
after-tax employee contributions, and (ii) an eligible plan under Section
457(b) of the Code which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state.

     

    
      	
              5.12

            	
              Rehire after Military
      Service.  Notwithstanding any provisions of this Plan to
      the contrary, contributions, benefits, and service credit with respect to
      qualified military service shall be provided in accordance with the
      Uniformed Services Employment and Reemployment Rights Act of 1994
      ("USERRA") [as codified at Chapter 43, Title 38, of the United States
      Code], Code Section 414(u), and, effective January 1, 2007, Code Section
      401(a)(37), as amended from time to
time.

            


    

     

    
      	
               
      

            	
              (a)

            	
              For
      purposes of this Section, "qualified military service" means any service
      in the uniformed services as defined in USERRA by any individual if such
      individual is entitled to reemployment rights under USERRA with respect to
      such service.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      Participant, whose employment is interrupted by qualified military service
      or who is on a leave of absence for qualified military service who timely
      resumes employment with the Participating Companies in accordance with
      USERRA, may elect to make up Compensation Redirection Amounts contributed
      to his Compensation Redirection Account to
      the Plan in accordance with Code Section 414(u) reduced by Compensation
      Redirection Amounts contributed to his Compensation Redirection
      Account, if any,
      actually made for the Participant during the period of such interruption
      or leave.  Except to the extent otherwise provided under Code
      Section 414(u), this right applies for five (5) years following such
      resumption of employment (or, if shorter, for a period equal to three (3)
      times the period of the interruption or leave). Such contribution
      by the Participant may only be made during such period and while the
      Participant is employed by the Participating
  Companies.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      such Participant elects to make such make-up contributions, then the
      Participating Companies shall make-up the related Participating Companies
      Matched Contributions which would have been required had such
      contributions actually been made during the period of qualified military
      service.  The make-up Participating Companies Matched
      Contributions by the Participating Companies shall
      be made as soon as practicable after the Participant makes such make-up
      contributions.

            


    

    
    

     

    
      	
               
      

            	
              (d)

            	
              If
      the Participant timely resumes employment in accordance with USERRA after
      a qualified military leave, the Participating Companies shall make any
      contributions to such Participant's Company Non-Matching Contributions
      Account that would have been made if the Participant had remained employed
      during the Participant's qualified military service.  Such
      contributions must be made no later than ninety (90) days after the date
      of such reemployment or, if later, when contributions are normally due for
      the year in which the qualified military service was
      performed.

            


    

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              In
      determining the amount of any such Participant make-up contribution to his
      Compensation Redirection Account or Participating Companies contribution
      to such Participant's Company Matching Contributions Account and
      Non-Matching Contributions Account, a Participant shall be treated as
      receiving Compensation from the Participating Companies during such period
      of qualified military service equal to (i) the Compensation the
      Participant would have received during such period if the Participant were
      not in qualified military service, determined based on the rate of pay the
      Participant would have received from the Participating Companies but for
      the absence during the period of qualified military service, or (ii) if
      the Compensation the Participant would have received during such period is
      not reasonably certain, the Participant's average Compensation from the
      Participating Companies during the twelve (12) month period immediately
      preceding the qualified military service (or, if shorter, the period of
      employment immediately preceding the qualified military
      service).

            


    

     

    
      	
               
      

            	
              (f)

            	
              To
      the extent provided under Code Section 401(a)(37), in the case of a
      Participant whose employment is interrupted by qualified military service
      and who dies while performing qualified military service, the survivor of
      such Participant shall be entitled to any additional benefit (other than
      benefit accruals) provided under the Plan as if the Participant timely
      resumed employment in accordance with USERRA and then, on the next day,
      terminated employment on account of
death.

            


    

     

    
      	
               
      

            	
              (g)

            	
              A
      Participant whose employment is interrupted by qualified military service
      or who is on a leave of absence for qualified military service and who
      receives a differential wage payment within the meaning of Code Section
      414(u)(12)(D) from the Participating Companies, shall be treated as a
      Participant who is eligible to make contributions to his Compensation
      Redirection Account and the differential wage payment shall be treated as
      Compensation and Section 415 Compensation.  This provision shall
      be applied to all similarly situated individuals in a reasonably
      equivalent manner.  However, such individual shall be treated as
      having a severance from employment during any period the individual is
      performing qualified military service for purposes of electing to take a
      distribution from the Plan.  An individual who elects to take a
      distribution on account of qualified military service may not make a
      contribution to his Compensation
      Redirection Account during the six (6) month period beginning on the date
      of the distribution.

            


    

     

    
    

     

    
      	
              5.13

            	
              Death or Disability
      While Performing Military
Service.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Treatment of
      Reemployment.  Effective on or after January 1, 2009, an
      individual who becomes Totally Disabled or dies while performing qualified
      military service (as defined in Section 414(u)(5) of the Code) shall be
      treated as if he or she timely resumed employment in accordance with his
      or her reemployment rights under USERRA on the day preceding such Total
      Disability or death and terminated employment with the Participating
      Companies on the actual date of Total Disability or death.  In
      the case of such treatment, any full or partial compliance with respect to
      benefit accrual requirements under Code Section 414(u)(8) with respect to
      such individual shall be treated for purposes of Code Section 414(u)(1) as
      if such compliance was required under USERRA.  Such treatment
      shall apply to all individuals performing qualified military service with
      respect to the Participating
Companies.

            


    

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Company Matching
      Contribution.  The amount of the Company Matching
      Contribution for an individual described in subsection (a) shall be based
      on the such individual's average Compensation Redirection Amounts for the
      lesser of the 12-month period of service with the Participating Companies
      immediately prior to such qualified military service or the actual length
      of continuous service with the Participating
  Companies.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Company Non-Matching
      Contribution.  In determining the amount of the Company
      Non-Matching Contribution for an individual described in subsection (a),
      such individual shall be treated as receiving Compensation from the
      Participating Companies during the period of such individual's qualified
      military service equal to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Compensation the individual would have received during such period if the
      individual were not in qualified military service, determined based on the
      rate of pay the individual would have received from the Participating
      Companies but for the absence during the period of qualified military
      service; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Compensation the individual would have received during such period is
      not reasonably certain, the individual's average Compensation from the
      Participating Companies during the 12-month period immediately preceding
      the qualified military service (or, if shorter, the period of employment
      immediately preceding the qualified military
  service).

            


    

     

    ARTICLE
VI

    INVESTMENT OF
CONTRIBUTIONS

     

    
      	
              6.1

            	
              Investment of
      Contributions.

            


    

     

    
      	 	
              (a)

            	
              Each
      Participant, at the date he initially elects to become a Participant in
      the Plan, shall direct in accordance with procedures adopted by the Plan
      Administrator that the amount of Company contributions made on his behalf
      under Sections 5.1, 5.2 and 5.3 and the amounts credited to his Rollover
      Contribution Account in accordance with Section 5.11, if any, be invested
      among the Funds, made available under the Plan in five percent (5%)
      increments (effective January 1, 2010, in increments as designated by the
      Plan Administrator).

            


    

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Investment in the
      default fund.

            


    

     

    
      	
               
      

            	
              (i)

            	
              In
      the absence of an investment direction by a Participant or alternate payee
      pursuant to this Section for such Participant's Participant Account, then
      such Participant Account shall be invested in the default fund designated
      by the Plan Administrator, or its designee, and communicated to
      Participants until such time as the Participant directs the Plan
      Administrator regarding the investment of his
  Accounts.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      a Participant was automatically enrolled in the Plan with a deemed 3%
      Automatic Compensation Redirection Contribution and does not direct the
      investment of the Company contributions made on his behalf, then such 3%
      Automatic Compensation Redirection Contribution shall be invested in the
      default fund designated by the Plan Administrator, or its designee, and
      communicated to Participants until such time as the Participant directs
      the Plan Administrator regarding the investment of his
      Accounts.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              If
      at the date on which a Participant is credited with the Company
      contributions under Section 5.3 the Participant does not have an
      investment election in effect, such Company contributions shall be
      initially invested in the default fund designated by the Plan
      Administrator, or its designee, and communicated to Participants until
      such time as such Participant directs the Plan Administrator regarding the
      investment of his Participant
Accounts.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      amounts transferred from the ESOP and ESOP I in accordance with Section
      5.10 were automatically invested in the Company Stock Fund.  It
      is intended that this Article VI shall permit a Participant to direct the
      investment of his Participant Account into and out of the Company Stock
      Fund as of any trading day, without regard to such Participant's Years of
      Service or Period of Service, so as to satisfy the requirements of Section
      401(a)(35) of the Code.

            


    

     

    
      	
              6.2

            	
              Change in Investment
      Election.  Any investment election given by a Participant
      shall continue in effect until changed by such Participant.  A
      Participant, in accordance with procedures established by the Plan
      Administrator, may change his current investment election as to future
      contributions within the limits of Section 6.1.  Such a change
      in investment election shall be effective as soon as practicable after the
      change election is made.

            


    

     

    
      	
              6.3

            	
              Change of Investment
      of Prior Contributions.  Subject to Section 6.1, a
      Participant may change, in accordance with procedures established by the
      Plan Administrator, his investment election as to amounts previously
      contributed to his Participant Account in five percent (5%) increments
      (effective January 1, 2010, in increments as designated by the Plan
      Administrator) or in specified dollar amounts.  All such changes
      shall be effected as soon as practicable after the request is
      made.

            


    

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.4

            	
              Special Rules for ESOP
      Subaccounts and ESOP Dividend Subaccounts.  Amounts held
      in each Participant's ESOP Subaccount (as defined in Section 19.9) and
      ESOP Dividend Subaccount (as defined in Section 19.9) shall be invested
      primarily in the Company Stock Fund accordance with Article XIX; provided, however, that
      the Plan Administrator may direct the Trustee to invest the portion of a
      Participant's ESOP Dividend Subaccount in any Fund pending distribution of
      that portion of the ESOP Dividend Subaccount in cash to the Participant
      pursuant to that Participant's election under Section
    19.2(a).

            


    

     

    
      	
              6.5

            	
              Company Stock
      Fund.  Notwithstanding anything contained in this Article
      VI, effective April 6, 2009, Participants shall not be permitted to invest
      more than ten percent (10%) of their future contributions to their
      Participant Accounts in the Company Stock Fund.  Furthermore, in
      the event a Participant's investment in the Company Stock Fund exceeds ten
      percent (10%) of the total amount of his Participant Accounts, such
      Participant may not allocate any additional amounts in his Participant
      Accounts to the Company Stock Fund until such time as the Company Stock
      Fund constitutes less than ten percent (10%) of the total amount in his
      Participant Accounts.  Effective as of January 1, 2007, it is
      intended that this Article VI shall permit a Participant to direct the
      investment of his Participant Account into and out of the Company Stock
      Fund as of any trading day, without regard to such Participant's Years of
      Service or Period of Service, so as to satisfy the requirements of Section
      401(a)(35) of the Code.

            


    

     

    ARTICLE
VII

    PARTICIPANT
ACCOUNTS

     

    
      	
              7.1

            	
              Maintenance of
      Participant Accounts.  The Plan Administrator shall
      maintain, or cause to be maintained, a Compensation Redirection Account, a
      Company Matching Contributions Account, a Company Non-Matching
      Contributions Account and, if applicable, a Rollover Contribution Account
      for each Participant.  Each such Account shall be maintained so
      as to reflect the investments in each of the investment Funds maintained
      pursuant to this Plan.

            


    

     

    
      	
              7.2

            	
              Valuation of
      Participant Accounts.  As of each Valuation Date the Plan
      Administrator or its designate shall, by uniform methods, adjust, or cause
      to be adjusted, the Participant Accounts of each Participant or former
      Participant with a Participant Account balance as of such Valuation Date
      to reflect contributions, withdrawals, distributions, income earned,
      expenses incurred by the Plan not directly paid by the Participating
      Companies and any increase or decrease in the fair market value of Trust
      Fund assets since the last Valuation Date.  Any income or losses
      with respect to each Fund shall be allocated proportionately among all
      Participant Accounts invested in such Fund in accordance with the value of
      such Participant Accounts attributable to such Fund's investments at the
      last

            


    

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Valuation
      Date; provided, however, that
      for purposes of allocating income or losses in a calendar year quarter,
      the value of the Participant Accounts as of the preceding calendar year
      quarter shall be adjusted by the Plan Administrator or its designate, by
      uniform and non-discriminatory methods, to account for contributions to
      and distributions from the Participant Accounts during such
      quarter.  Notwithstanding the above, dividends (whether paid in
      cash or property) and distributions of shares pursuant to stock splits,
      stock dividends or recapitalizations made with respect to shares of
      Vectren Corporation common stock held in Company Stock Fund shall be
      credited to the Participant Accounts in which the shares on which the
      dividends or distributions were made are held, and any income earned in
      Company Stock Fund with respect to uninvested cash held in Company Stock
      Fund shall be allocated among all Participant Accounts invested in Company
      Stock Fund in accordance with the amount of uninvested cash in such
      Participant Accounts credited to Company Stock Fund at the last Valuation
      Date.  Each Participant shall be provided a statement as soon as
      practicable following each Valuation Date reflecting any contributions,
      withdrawals, distributions, income earned and increase or decrease in the
      value of his Participant Accounts since the last preceding Valuation
      Date.

            


    

     

    
      	
              7.3

            	
              Nature of
      Participant's Interest in Trust Fund.  The maintenance of
      Participant Accounts is for accounting purposes only, and a segregation of
      Plan assets shall not be required.  The rights of the
      Participants under the Plan are the rights to the benefits provided in the
      Plan, and the fact of maintenance of individual Participant Accounts shall
      not vest any right, title or interest in the assets of the Plan, in and of
      itself.

            


    

     

    ARTICLE
VIII

    WITHDRAWALS

     

    
      	
              8.1

            	
              Right to In-Service
      Withdrawals.  Subject to the limitations imposed by
      Section 8.2 and by this Section, a Participant employed by the Group may
      request an in-service withdrawal of his vested interest in his Participant
      Accounts, by following the procedures established by the Plan
      Administrator.  The in-service withdrawal shall be effected as
      soon as practicable after the request is made.  All payments
      shall be made based on the valuation of his Participant Accounts as of the
      Valuation Date coinciding with or immediately preceding the withdrawal
      date.  Except for withdrawals pursuant to Sections 8.2 and 8.4,
      a Participant may elect to withdraw assets from his Participant Accounts
      only once in any twelve (12) month period.  Except for
      withdrawals pursuant to Sections 8.2 and 8.4, any withdrawal shall be for
      at least two hundred fifty dollars ($250).  Except as provided
      below, withdrawals prior to January 1, 2010 shall be charged against the
      Participant Accounts in accordance with the following order of
      priority:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Compensation
      Redirection Account; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Rollover
      Contribution Account; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Company
      Non-Matching Contributions Account, if vested under Article IX;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Company
      Matching Contributions Account, if vested under Article
  IX.

            


    

     

    
      	
               
      

            	
              Effective
      January 1, 2010, withdrawals shall be charged against the Participant
      Accounts pro rata.

            


    

     

    Withdrawals
by a Participant shall be charged against the investment funds in which his
applicable Participant Account is invested pro rata.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything contained herein to the contrary, earnings accrued after December 31,
1988 attributable to a Participant's Compensation Redirection Account may not be
withdrawn.

     

    
      	
              8.2

            	
              Hardship
      Withdrawals.  Hardship withdrawals shall be permitted
      only if the distribution both is made on account of an immediate and heavy
      financial need of the Participant and is necessary to satisfy such
      financial need.  The determinations of the existence of an
      immediate and heavy financial need and of the amount necessary to meet the
      need shall be made by the Plan Administrator or its designate in
      accordance with the deemed hardship standards under Treasury Regulations
      Sections 1.401(k)-1(d)(3)(iii)(B) and 1.401(k)-1(d)(3)(iv)(E) and the
      limitations imposed by this Section.  A distribution shall be
      deemed to be made on account of an immediate and heavy financial need only
      if the Appropriate Form submitted by the Participant demonstrates to the
      satisfaction of the Plan Administrator or its designate that the
      distribution is needed on account
of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              uninsured
      medical expenses as described in Section 213(d) of the Code incurred by
      the Participant, the Spouse of the Participant, any dependents of the
      Participant as defined in Section 152 of the Code (determined without
      regard to subsections (b)(1), (b)(2), or (d)(1)(B)) or the Participant's
      Primary Beneficiary under the Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              purchase
      (excluding mortgage payments) of a principal residence for the
      Participant;

            


    

     

    
      	
               
      

            	
              (c)

            	
              payment
      of tuition for the twelve (12) month period immediately following the date
      the withdrawal is to be made; provided, however, that
      such tuition shall be restricted to post-secondary education for the
      Participant, the Spouse of the Participant, any dependents of the
      Participant as defined in Section 152 of the Code (determined without
      regard to subsections (b)(1), (b)(2), or (d)(1)(B)) or the Primary
      Beneficiary of the Participant;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      need to prevent the eviction of the Participant from his principal
      residence or foreclosure on the mortgage of the Participant's principal
      residence;

            


    

     

    
      	
               
      

            	
              (e)

            	
              payment
      for burial or funeral expenses for the Participant's deceased parent,
      spouse, children or dependents (as defined in Section 152 of the Code
      without regard to Section 152(d)(1)(B)) or the Primary Beneficiary of the
      Participant; or

            


    

     

    
      	
               
      

            	
              (f)

            	
              expenses
      for the repair of damage to the Participant's principal residence that
      would qualify for the casualty deduction under Section 165 of the Code
      (determined without regard to whether the loss exceeds ten percent (10%)
      of adjusted gross income).

            


    

     

    
      	
               
      

            	
              A
      withdrawal shall be deemed to be necessary to satisfy an immediate and
      heavy financial need only if the Appropriate Form as submitted by the
      Participant demonstrates to the satisfaction of the Plan Administrator or
      its designate that all of the following requirements are
      satisfied:

            


    

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (g)

            	
              the
      distribution is not in excess of the amount of the immediate and heavy
      financial need of the Participant; provided, however, that
      for purposes of determining the amount needed to meet the hardship, the
      Plan Administrator may take into account the expected tax consequences of
      the distribution;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Participant has obtained all distributions, other than hardship
      distributions, and all nontaxable loans currently available under all tax
      qualified retirement plans maintained by the Group, and has in effect an
      election to receive cash payment of Dividends (as defined in Section 19.9)
      in accordance with Section 19.2;
and

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Plan and all other tax qualified retirement plans maintained by the Group
      provide that the Participant's Compensation Redirection Amounts and all
      Participant contributions will be suspended for at least twelve (12)
      consecutive months (six (6) consecutive months in the case of withdrawals
      made on or after December 1, 2009) following the date of payment under
      Section 8.5.

            


    

     

    
      	
              8.3

            	
              Age 591⁄2
      Withdrawal.  Notwithstanding the above, a Participant who
      is still employed by the Group, who has completed five (5) or more Years
      of Service with the Group and who has attained at least age fifty-nine and
      one-half (591⁄2) may once in any twelve (12) month period elect a partial or
      complete withdrawal, without penalty or suspension, from his Participant
      Accounts.

            


    

     

    
      	
              8.4

            	
              Withdrawal of
      Automatic Enrollment Contributions.  Effective for any
      Participant who first makes a 3% Automatic Compensation Redirection
      Contribution to the Plan on or after January 1, 2010 and notwithstanding
      any provision of this Section or the Plan to the contrary and to the
      extent permitted under Code Section 414(w) and the guidance issued
      thereunder, a Participant on whose behalf the Company has made
      contributions of a Participant's Compensation Redirection Amount due to
      such Participant's deemed election of a 3% Automatic Compensation
      Redirection Contribution under Section 4.1 (to the extent such
      contributions are made under an "eligible automatic contribution
      arrangement" within the meaning of Code Section 414(w) and the guidance
      issued thereunder) may elect, by making an election with the Plan
      Administrator (or its designee) within ninety (90) days after the first
      date on which such 3% Automatic Compensation Redirection Contribution
      would have otherwise been included in the Participant's income had the
      deemed election under Section 4.1 not been made, to withdraw such
      contributions made through the effective date of the election made
      pursuant to this Section (described below), as adjusted for applicable
      earnings and losses through the date of the withdrawal.  The
      effective date of the election made pursuant to this Section is the
      earlier of (i) the pay date for the second payroll period that begins
      after the date on which the Participant files an election for a withdrawal
      under this Section with the Plan Administrator, and (ii) the first pay
      date that occurs after 30 days after the date on which the Participant
      files an election for a withdrawal under this Section with the
      Plan Administrator.  In the case of any withdrawal made under
      this Section, Company Matching Contributions with respect to the amount
      withdrawn (adjusted for allocable gains and losses) shall be forfeited
      pursuant to Section 9.4.

            


    

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    
    

     

    
      	
              8.5

            	
              Form of
      Payment.  All withdrawals pursuant to this Article shall
      be paid in cash in a lump sum; provided, however, that a
      Participant may, by giving prior written notice to the Plan Administrator
      on the Appropriate Form and within such time limit as the Plan
      Administrator shall prescribe, elect to have that portion of his
      withdrawal which is charged against Company Stock Fund paid in shares of
      Vectren Corporation common stock, with the value of any fractional shares
      and any uninvested funds held in his name in Company Stock Fund paid in
      cash.

            


    

     

    ARTICLE
IX

    DISTRIBUTIONS

     

    
      	
              9.1

            	
              Benefits on
      Retirement, Vested Resignation, Vested Discharge or Total
      Disability.  If a Participant's Termination Date occurs
      for any reason other than his
death:

            


    

     

    
      	
               
      

            	
              (a)

            	
              on
      or after his attainment of Normal Retirement Age;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              on
      or after his completion of at least a five (5) year Period of Service or
      at least five (5) Years of Service, as applicable; provided, however, that
      for purposes of this Section, any
Participant:

            


    

     

    
      	
               
      

            	
              (i)

            	
              employed
      by Indiana Energy or any of its subsidiaries on July 1, 1998,
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the Bargaining Savings Plan employed by the Participating Companies on
      January 1, 1989, or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              who
      is entitled to special benefits under Section 4.11 of the Pension Plan for
      Salaried Employees of Southern Indiana Gas and Electric Company,
      or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              effective
      on and after January 1, 2001, whose employment was terminated
      involuntarily under Project Springboard implemented by the Participating
      Companies, or

            


    

     

    
      	
               
      

            	
              (v)

            	
              employed
      by Vectren Communications Services, Inc. whose employment was terminated
      by the Company on March 15, 2002,
or

            


    

     

    
      	
               
      

            	
              (vi)

            	
              who
      was employed by Vectren Communications Services, Inc. on June 30,
      2004

            


    

     

    shall be
deemed to have completed at least a five (5) year Period of Service, regardless
of the actual Period of Service completed by such Participant; or

     

    
      	
               
      

            	
              (c)

            	
              by
      reason of his incurring a Total
Disability,

            


    

     

    
      	
               
      

            	
              the
      balances in his Participant Accounts shall become distributable at the
      time as provided in Section 9.8 to or for the benefit of such Participant
      in either of the following methods as elected by that
      Participant:

            


    

     

    
      	
               
      

            	
              (d)

            	
              by
      payment in a single lump sum, or

            


    

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              by
      payment in a series of substantially equal annual, semi-annual, quarterly,
      or, effective August 1, 2009, monthly installments over a period not
      exceeding ten (10) years; provided, however, that
      the duration of such installments shall not exceed the life expectancy of
      that Participant or the joint life expectancy of such Participant and his
      designated Beneficiary; provided, further, that
      installment payments of less than two hundred fifty dollars ($250) shall
      not be permitted.  Effective August 1, 2009, a Participant who
      elects to receive any form of installment payments may subsequently elect
      to receive the remaining balance in his Participant Account in a single
      lump sum as soon as administratively feasible on or after the date of
      receipt of his election by the Plan
  Administrator.

            


    

     

    For
purposes of this Section, the balances held in a Participant's Participant
Accounts as of his Termination Date shall be equal to his balances held in his
Participant Accounts as of the later Valuation Date preceding the distribution
date as of which the value may be determined.  If a Participant dies
before receiving all of his benefits payable in accordance with this Section,
any remaining portion of his Participant Accounts shall be paid as soon as
practicable to or for the benefit of the Beneficiary designated by that
Participant in accordance with Section 9.7 in such form as is selected by such
Beneficiary and over a period which is permitted by Section 9.8.

     

    
      	
              9.2

            	
              Benefits on
      Death.  If a Participant's Termination Date occurs by
      reason of his death, the balances in his Participant Accounts as of the
      most recent Valuation Date preceding the distribution as of which the
      value maybe determined shall be distributed to the
      Beneficiary.

            


    

     

    
      	
              9.3

            	
              Vested and Non-Vested
      Benefits.  If a Participant's Termination Date occurs for
      any reason other than his death:

            


    

     

    
      	
               
      

            	
              (a)

            	
              before
      his completion of at least a five (5) year Period of Service or at least
      five (5) Years of Service, as applicable; provided, however, that
      for purposes of this Subsection:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      non-collective bargaining Participant in this Plan employed by Indiana
      Energy or any of its subsidiaries on July 1, 1988,
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      participant in the Bargaining Savings Plan employed by the Participating
      Companies on January 1, 1989,
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      Participant who is entitled to special benefits under Section 4.11 of the
      Pension Plan for Salaried Employees of Southern Indiana Gas and Electric
      Company, or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              effective
      on and after January 1, 2001 any Participant whose employment was
      terminated involuntarily under Project Springboard implemented by the
      Participating Companies, or

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      Participant employed by Vectren Communications Services, Inc. whose
      employment is terminated by the Company on March 15, 2002,
    or

            


    

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (vi)

            	
              any
      Participant who was employed by Vectren Communications Services, Inc. on
      June 30, 2004

            


    

     

    shall be
deemed to have completed at least a five (5) year Period of Service, regardless
of the Period of Service completed by such Participant;

     

    
      	
               
      

            	
              (b)

            	
              before
      his attainment of Normal Retirement Age;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              not
      by reason of his incurring a Total
Disability,

            


    

     

    the
vested balance in his Company Matching Contributions Account and Company
Non-Matching Contributions Account (as determined below) shall be applied as
provided in Section 9.4, and the vested balances in his Participant Accounts as
of the Valuation Date coincidental with or next following his Termination Date
(after all adjustments then required under the Plan have been made) shall become
distributable to or for his benefit or, in the event of his subsequent death, to
or for the benefit of his Beneficiary pursuant to either of the methods set
forth in Section 9.1 as selected by such Participant or, if applicable, his
Beneficiary.

     

    The
vested balance of a Participant shall be determined in the following
manner:

     

    
      	
               
      

            	
              (i)

            	
              Compensation
      Redirection Account.  Each Participant's Compensation
      Redirection Account shall be immediately nonforfeitable within the meaning
      of Treasury Regulation Section 1.401(k)-1(c)(2), shall be disregarded
      for purposes of applying Code Section 411(a)(2) to other contributions or
      benefits, and shall remain nonforfeitable even if the Participant makes no
      additional contributions to his Compensation Redirection Account under
      this Plan or elective deferrals under any other cash or deferred
      arrangement.  An amount shall be immediately nonforfeitable
      within the meaning of Treasury Regulation Section 1.401(k)-1(c)(2) if it
      is immediately nonforfeitable within the meaning of Section 411 of the
      Code and would be nonforfeitable under the Plan regardless of the age and
      service of the Participant or whether the Participant is employed on a
      specific date.  A Compensation Redirection Amount that is
      subject to forfeiture or suspension permitted by Section 41l(a)(3) of the
      Code does not satisfy the requirements of Treasury Regulation
      Section 1.401(k)-1(c).

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Non-Union
      Participants.  The vested balance of a Participant whose
      terms of employment are not covered by a collective bargaining agreement
      entered into by a Participating Company and a Union in his Company Matching
      Contributions Account and his Company Non-Matching Contributions Account
      shall be based on his Period of Service and determined in accordance with
      the following schedules:

            


    

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

    
    

     

    
      	
              Company
      Matching Contributions Account

            
	
              Completed
      Period of Service

            	
              Vested
      Percentage of a Non-Union Participant's Company Matching Contributions
      Account

            
	
              Less
      than One (1)

            	
              Zero
      Percent (0%)

            
	
              One
      (1)

            	
              Twenty
      Percent (20%)

            
	
              Two
      (2)

            	
              Forty
      Percent (40%)

            
	
              Three
      (3)

            	
              Sixty
      Percent (60%)

            
	
              Four
      (4)

            	
              Eighty
      Percent (80%)

            
	
              Five
      (5) or More

            	
              One
      Hundred Percent (100%)

            


    

    


     

    
      	
              Company
      Non-Matching Contributions Account

            
	
              Completed
      Period of Service

            	
              Vested
      Percentage of a Participant's Company Non-Matching Contributions
      Account

            
	
              Less
      than Five (5)

            	
              Zero
      Percent (0%)

            
	
              Five
      (5) or More

            	
              One
      Hundred Percent (100%)

            


    

    


    provided, however, that with
respect to a Participant whose terms of employment are not covered by a
collective bargaining agreement entered into by a Participating Company and a
Union and who has at least one (1) Hour of Service on or after January 1,
2007, the vested percentage of the Participant's Company Non-Matching
Contributions Account shall be determined in accordance with the following
schedule:

    


    
      	
              Company
      Non-Matching Contributions Account

            
	
               

               

              Completed
      Period of Service

            	
              Vested
      Percentage of a Participant's Company Non-Matching Contributions
      Account

            
	
              Less
      than One (1)

            	
              Zero
      Percent (0%)

            
	
              One
      (1)

            	
              Twenty
      Percent (20%)

            
	
              Two
      (2)

            	
              Forty
      Percent (40%)

            
	
              Three
      (3)

            	
              Sixty
      Percent (60%)

            
	
              Four
      (4)

            	
              Eighty
      Percent (80%)

            
	
              Five
      (5) or More

            	
              One
      Hundred Percent (100%)

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Indiana Gas Company
      Union Participants.  The vested balance of a Participant
      whose terms of employment are covered by a collective bargaining agreement
      entered into by a Participating Company and the International Brotherhood
      of Electrical Workers, Local 1393, United Steelworkers of America
      AFL-CIO-CLC, Locals 7441 and 12213 and the Utility
      Workers Union of America, Local 175 shall be based upon his Years of
      Service and determined in accordance with the following
      schedule:

            


    

     


    
    

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    
      	
              Completed
      Years of Service

            	
              Vested
      Percentage of a Participant's Company Non-Matching Contributions Account
      and Company Matching Contributions Account

            
	
              Less
      than Five (5)

            	
              Zero
      Percent (0%)

            
	
              Five
      (5) or More

            	
              One
      Hundred Percent (100%)

            


    

    


    provided, however, that for
Company Matching Contributions made on and after January 1, 1999 and for
Company Non-Matching Contributions effective on or after December 1, 2008, the
vested percentage of the Participant's Company Matching Contributions Account
and Company Non-Matching Contributions Account shall be determined in accordance
with the following schedule:

     

    
      	
              Completed
      Years of Service

            	
              Vested
      Percentage of a Participant's Company Non-Matching Contributions Account
      and Company Matching Contributions Account

            
	
              Less
      than One (1)

            	
              Zero
      Percent (0%)

            
	
              One
      (1)

            	
              Twenty
      Percent (20%)

            
	
              Two
      (2)

            	
              Forty
      Percent (40%)

            
	
              Three
      (3)

            	
              Sixty
      Percent (60%)

            
	
              Four
      (4)

            	
              Eighty
      Percent (80%)

            
	
              Five
      (5) or More

            	
              One
      Hundred Percent (100%)

            


    

    


    
      	
               
      

            	
              (iv)

            	
              SIGCORP Union
      Participants.

            


    

     

    
      	
               
      

            	
              (A)

            	
              Effective
      on or after September 24, 2009, the vested balance of the Company
      Non-Matching Contributions Account of a Participant whose terms of
      employment are covered by a collective bargaining agreement entered into
      by a Participating Company and the Teamsters, Chauffeurs, Warehousemen,
      and Helpers, Local No. 135 for Company Non-Matching Contributions shall be
      based upon his Years of Service and determined in accordance with the
      following schedule:

            


    

     

    
      	
               

               

              Completed
      Years of Service

            	
              Vested
      Percentage of a Participant's Company Non-Matching Contributions
      Account

            
	
              Less
      than One (1)

            	
              Zero
      Percent (0%)

            
	
              One
      (1)

            	
              Twenty
      Percent (20%)

            
	
              Two
      (2)

            	
              Forty
      Percent (40%)

            
	
              Three
      (3)

            	
              Sixty
      Percent (60%)

            
	
              Four(4)

            	
              Eighty
      Percent (80%)

            
	
              Five
      (5) or More

            	
              One
      Hundred Percent (100%)

            


    

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (B)

            	
              The
      vested balance of the Company Matching Contributions Account of a
      Participant whose terms of employment are covered by a collective
      bargaining agreement entered into by a Participating Company and the
      Teamsters, Chauffeurs, Warehousemen, and Helpers, Local No. 135 and the
      International Brotherhood of Electrical Workers, Local 702 for Company
      Matching Contributions shall be based upon his Years of Service and
      determined in accordance with the following
  schedule:

            


    

     

    
      	
               

               

               

               

              Completed
      Years of Service

            	
              Vested
      Percentage of a Participant's Company Matching Contributions
      Account

            
	
              Less
      than One (1)

            	
              Zero
      Percent (0%)

            
	
              One
      (1)

            	
              Twenty
      Percent (20%)

            
	
              Two
      (2)

            	
              Forty
      Percent (40%)

            
	
              Three
      (3)

            	
              Sixty
      Percent (60%)

            
	
              Four(4)

            	
              Eighty
      Percent (80%)

            
	
              Five
      (5) or More

            	
              One
      Hundred Percent (100%)

            


    

    


    
      	
               
      

            	
              (v)

            	
              Rollover Contribution
      Account.  A Participant's Rollover Contribution Account
      shall be fully vested and nonforfeitable at all
  times.

            


    

     

    
      	
              9.4

            	
              Forfeiture Accounts
      and Forfeitures.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      portion of the Company Non-Matching and Matching Contributions Accounts of
      a Participant whose terms of employment are not covered by a collective
      bargaining agreement entered into by a Participating Company and a Union
      that is not distributable to him on account of the provisions of Section
      9.3 shall be credited to a forfeiture account established and maintained
      by the Trustee in such Participant's name as of the Valuation Date
      coincidental with or next following his Termination Date.  If
      such Participant does not resume his employment with a member of the Group
      before incurring five (5) or more consecutive One Year Service Breaks or,
      if earlier, the date he receives a distribution of his vested Participant
      Account balances in accordance with Section 9.3, the balance in his
      forfeiture account shall be forfeited and shall then be allocated in
      accordance with the provisions of Section 9.5.  If such
      Participant returns to employment with a member of the Group before
      incurring five (5) or more consecutive One Year Service Breaks and repays
      to the Plan the amount, if any, of any distribution from the Plan upon his
      earlier termination of employment before the expiration of a five (5) year
      period beginning on his reemployment
date

            


    

     

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              or,
      if earlier, the date he completes five (5) consecutive One Year Service
      Breaks, the balance in his forfeiture account as of the next following
      Valuation Date (after all adjustments then required under the Plan have
      been made) shall be returned to his Company Matching Contributions Account
      and Company Non-Matching Contributions Account, whichever is applicable,
      and shall be distributable upon his next Termination Date to or for his
      benefit or, in the event of his death, to or for the benefit of his
      Beneficiary in accordance with the provisions of this
      Article.  If a Participant returns to employment with a member
      of the Group after the allocation of his forfeiture account but before
      completing five (5) or more consecutive One Year Service Breaks, the
      amount which was forfeited by reason of this Section shall be reinstated
      as the beginning balances of his Company Matching Contributions Account
      and Company Non-Matching Contributions Account as of his date of
      re-employment and shall be distributable upon his next Termination Date to
      or for his benefit or, in the event of his death, to or for the benefit of
      his Beneficiary in accordance with the provisions of this
      Article.  Any amount required to be reinstated by reason of the
      preceding sentence shall be paid by the
  Companies.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      provisions of this Section 9.4 shall apply to Participants whose terms of
      employment are covered by a collective bargaining agreement between a
      Participating Company and a Union by substituting the term "one (1) year
      Breaks in Service" for the term "One Year Service
  Breaks."

            


    

     

    
      	
               
      

            	
              (c)

            	
              Deemed
      Cashouts.  A Participant whose vested interest in his
      Participant Account is zero (0) any time after his Termination Date
      occurs shall be deemed to have received a distribution of such
      amount.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Forfeitures Due to
      Withdrawal of Automatic Enrollment Contributions.  With
      respect to any Participant who elects to withdraw a 3% Automatic
      Compensation Redirection Contribution pursuant to Section 8.4 of the Plan
      on or after December 1, 2009, the portion of the Company Matching
      Contributions Account of a Participant that is forfeited pursuant to
      Section 8.4 shall be credited to a forfeiture account established and
      maintained by the Trustee as of the Valuation Date coincidental with or
      next following the date of a withdrawal under Section 8.4.  Such
      forfeiture shall be allocated in accordance with the provisions of Section
      9.5.

            


    

     

    
      	
              9.5

            	
              Application of
      Forfeitures.  The balance in the Company Matching and
      Non-Matching Contributions Accounts which is forfeited by a Participant in
      accordance with Sections 8.4 and 9.4 shall be applied in the Plan Year of
      forfeiture and in succeeding Plan Years to reduce the amount of
      contributions, if any, required by the Companies under Section 9.4 and the
      amount of the Company contributions, if any, required of the Participating
      Companies under Section 5.2 and Section 5.3, until
    exhausted.

            


    

     

    
      	
              9.6

            	
              Form of
      Payment.  Distributions made in accordance with this
      Article shall be made in cash; provided, however, that
      if a Participant or, if applicable, his Beneficiary elects to receive his
      benefits in a single lump sum payment, the distribution of the portion, if
      any, of a Participant's Participant Accounts held in the Company Stock
      Fund shall be made in

            


    

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              whole
      shares of Vectren Corporation common stock with fractional shares and any
      uninvested funds held in his name in the Company Stock Fund paid in cash
      unless such Participant or, if applicable, his Beneficiary elects
      otherwise.

            


    

     

    
      	
              9.7

            	
              Designation of
      Beneficiary.  Each Participant, by signing an Appropriate
      Form furnished by the Plan Administrator, may designate any legal or
      natural person or persons (who may be designated contingently or
      successively) as his Beneficiary to whom his vested benefits are to be
      paid if he dies before he receives all of his vested
      benefits.  A Beneficiary designation form shall be effective
      only when the signed form is filed with the Plan Administrator while the
      Participant is still alive and shall cancel any Beneficiary designation
      forms signed earlier.  If a Participant fails to designate a
      Beneficiary or if a deceased Participant's Beneficiary dies before
      complete payment of such Participant's vested benefits, the Plan
      Administrator, in its sole discretion, shall direct the Trustee to pay
      such deceased Participant's benefits to his Spouse, if then living; if not
      living, to such deceased Participant's surviving children, in equal
      shares; and if no surviving children, to such deceased Participant's
      estate.  Notwithstanding anything else contained in this Section
      to the contrary, the Beneficiary of a married Participant shall be his
      Spouse unless his Spouse consents to the naming of another Beneficiary in
      a writing witnessed by a representative of the Plan Administrator or by a
      Notary Public.

            


    

     

    
      	
              9.8

            	
              Payment of
      Benefits.  The payment of benefits under this Article
      shall commence as soon as practicable after the Participant's Termination
      Date; provided, however, that
      if the aggregate value of a Participant's Participant Accounts at the
      first date on which the Accounts may be distributed is greater than five
      thousand dollars ($5,000), payment of benefits to a Participant shall not
      commence before his Normal Retirement Age without his written
      consent.  If the aggregate value of a Participant's Participant
      Accounts is equal to or less than five thousand dollars ($5,000), payment
      shall be made in a single lump sum payment; provided, however, that
      unless the Participant affirmatively elects a (i) lump sum distribution or
      (ii) a direct rollover into an eligible retirement plan, the Participant's
      Participant Accounts shall be distributed by direct rollover into an
      individual retirement plan designated by the Plan Administrator in
      accordance with Section 401(a)(31)(B) of the Code; provided, further, that
      if the aggregate value of a Participant's Participant Accounts is equal to
      or less than one thousand dollars ($1,000), payment shall automatically be
      made in a single lump sum payment.  For purposes of determining
      whether a Participant's Participant Accounts are immediately
      distributable, the portion of the Participant's Participant Accounts
      attributable to his Rollover Contribution Account, if any, shall be
      disregarded.  If a Participant dies before his benefit
      commencement date but after his Termination Date, payment of benefits
      shall be made in accordance with this Section as if such deceased
      Participant's date of death was his Termination
      Date.  Notwithstanding anything else contained in this Section
      to the contrary, payment of benefits to which a Participant or, if
      deceased, his Beneficiary is entitled hereunder shall commence not later
      than the sixtieth (60th) calendar day after the last calendar day of the
      Plan Year in which:

            


    

     

    
      	
               
      

            	
              (a)

            	
              such
      Participant attains the Normal Retirement
Age,

            


    

     

    
      	
               
      

            	
              (b)

            	
              occurs
      the tenth (10th) anniversary of the Plan Year in which such Participant
      commenced his participation in the Plan,
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              occurs
      such Participant's Termination Date with the
  Group.

            


    

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    whichever
is last to occur; provided, however, that except
as otherwise provided in Section 9.10, the payment of benefits to a Participant
shall commence no later than April 1 of the calendar year immediately following
such Participant's taxable year in which occurs such Participant's Termination
Date or in which such Participant attains age seventy and one-half (70-1/2),
whichever is last to occur; provided, further, that in the
case of a five percent (5%) owner of a Participating Company (within the meaning
of Section 416 of the Code) or a Participant who reaches age seventy and
one-half (70-1/2) before January 1, 1999, distribution shall be required to
commence no later than the April 1 immediately following the Participant's
taxable year in which the Participant reaches age seventy and one-half
(70-1/2).  Notwithstanding anything contained in this Plan to the
contrary, if a qualified domestic relations order (as described in Section 14.7)
provides for the payment of all or a portion of a Participant's Participant
Accounts immediately or any other time prior to the Participant's termination of
employment with the Group, the Plan Administrator shall follow the terms of the
order to the extent permitted by the Code or ERISA.

     

    
      	
              9.9

            	
              Death Distribution
      Provisions.  The following distribution provisions shall
      take effect upon the death of a
Participant:

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      such Participant dies after distribution of his vested benefits has
      commenced, the remaining portion of such vested benefits shall continue to
      be distributed at least as rapidly as under the method of distribution
      being used before such Participant's
death.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      such Participant dies before distribution of his vested benefits
      commences, such Participant's vested benefits shall be distributed no
      later than five (5) years after such Participant's death except to the
      extent that an election is made to receive distributions in accordance
      with Subparagraphs (i) or
(ii) below:

            


    

     

    
      	
               
      

            	
              (i)

            	
              effective
      for distributions commencing prior to January 1, 2010, if any portion of
      such Participant's interest is payable to a designated Beneficiary,
      distributions may be made in substantially equal installments over a
      period not exceeding ten (10) years; provided, however, that
      the duration of such installments shall not exceed the life or life
      expectancy of that designated
Beneficiary;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the designated Beneficiary is such Participant's surviving Spouse, the
      date distributions are required to begin in accordance with Subsection (b)
      above shall not be earlier than the date on which such Participant would
      have attained age seventy and one-half (70-1/2) and, if that Spouse dies
      before payments begin, subsequent distributions shall be made as if that
      Spouse had been such Participant.

            


    

     

    
      	
               
      

            	
              (c)

            	
              For
      purposes of Subsection (b) above, payments shall be calculated by use of
      the return multiples specified in Section 1.72-9 of the Treasury
      Regulations.  Life expectancy of a surviving Spouse may be
      recalculated annually; provided, however, that
      in the case of any other designated Beneficiary, life expectancy shall not
      be recalculated.

            


    

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              For
      purposes of Subsections (a), (b) and (c) above, any amount paid to a child
      of such Participant shall be treated as if it had been paid to such
      Participant's surviving Spouse if the amount becomes payable to such
      surviving Spouse when that child reaches the age of majority in the State
      of Indiana.

            


    

     

    
      	
              9.10

            	
              Minimum Distribution
      Amount.  If the method of distribution of a Participant's
      benefits is in a form other than a lump sum payment, then the amount to be
      distributed to such Participant or to his Beneficiary shall be no less
      than the amount equal to the quotient obtained by dividing such
      Participant's entire interest by the life expectancy of such Participant
      or the joint and last survivor expectancy of such Participant and his
      designated Beneficiary; provided, however, that
      at least fifty percent (50%) of the present value of the amount available
      for distribution shall be paid within the life expectancy of such
      Participant.  Life expectancy and joint and last survivor
      expectancy shall be computed by the use of the return multiples contained
      in Section 1.72-9 of the Treasury Regulations.  For purposes of
      this computation, a Participant's or his Spouse's life expectancy may be
      recalculated no more frequently than annually, but the life expectancy of
      a nonspouse Beneficiary shall not be
      recalculated.  Notwithstanding anything contained herein to the
      contrary, Plan distributions shall be made in accordance and consistent
      with the requirements of Article XVIII of this Plan and Section 401(a)(9)
      of the Code and the Treasury Regulations thereunder, including the minimum
      distribution incidental death benefit requirements of Treasury Regulation
      §1.401(a)(9)-2, which requirements are incorporated herein by
      reference.

            


    

     

    
      	
              9.11

            	
              Incapacity.  If
      any person who is entitled to receive any benefits hereunder is, in the
      judgment of the Plan Administrator, legally, physically or mentally
      incapable of personally receiving and acknowledging any distribution, the
      Plan Administrator shall instruct the Trustee to make distribution to such
      other person or persons or to such institution or institutions as in the
      judgment of the Plan Administrator shall then be maintaining or have
      custody over such distributee.

            


    

     

    
      	
              9.12

            	
              Identity of
      Payee.  Except as otherwise provided by ERISA, the
      determination of the Plan Administrator as to the identity of the proper
      payee for any payment and the amount properly payable shall be conclusive,
      and payment in accordance with such determination shall, to the extent
      thereof, constitute a complete discharge of all obligations under the
      Plan.

            


    

     

    
      	
              9.13

            	
              Direct
      Transfers.  Notwithstanding any provision of the Plan to
      the contrary that would otherwise limit a distributee's election under
      this Section, a distributee may elect, at the time and in the manner
      prescribed by the Plan Administrator, to have any portion of an eligible
      rollover distribution paid directly to an eligible retirement plan
      specified by the distributee in a direct rollover.  A
      distributee shall have at least thirty (30) calendar
  days

            


    

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              to
      make a rollover decision; provided, however, that
      the distributee may waive all or part of the thirty (30) day election
      period.  For purposes of this Section, the following terms shall
      have the meanings set forth below:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Eligible rollover
      distribution:  An eligible rollover distribution is any
      distribution of all or any portion of the balance to the credit of the
      distributee, except that an eligible rollover distribution does not
      include:  (1) any distribution that is one of a series of
      substantially equal periodic payments (not less frequently than annually)
      made for the life (or life expectancy) of the distributee or the joint
      lives (or joint life expectancies) of the distributee and the
      distributee's designated beneficiary, or for a specified period of ten
      (10) years or more; (2) any distribution to the extent such distribution
      is required under Section 401(a)(9) of the Code; (3) hardship withdrawal
      made under Article VIII to a Participant who has not reached age
      fifty-nine and one-half (59-1/2), and (4) the portion of any distribution
      that is not includible in gross
income.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Eligible retirement
      plan:  An eligible retirement plan is an individual
      retirement account described in Section 408(a) of the Code, an individual
      retirement annuity described in Section 408(b) of the Code, an annuity
      plan described in Section 403(a) of the Code, a Roth individual retirement
      account described in Section 408A of the Code, or a qualified trust
      described in Section 401(a) of the Code, that accepts the distributee's
      eligible rollover distribution.  However, in the case of an
      eligible rollover distribution to the surviving Spouse, an eligible
      retirement plan is an individual retirement account or individual
      retirement annuity.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Distributee:  A
      distributee includes an Employee or former Employee.  In
      addition, the Employee's or former Employee's surviving Spouse and the
      Employee's or former Employee's Spouse or former Spouse who is an
      alternate payee under a qualified domestic relations order, as defined in
      Section 414(p) of the Code, are distributees with regard to the interest
      of the Spouse or former Spouse.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Direct
      rollover:  A direct rollover is a payment by the Plan to
      the eligible retirement plan specified by the
  distributee.

            


    

     

    The Plan
shall permit, as provided under Code Section 402(c)(11), an eligible rollover
distribution of all or any portion of the balance to the credit of the
distributee representing the account balance of a deceased Participant to an
Individual Retirement Account or Individual Retirement Annuity ("IRA") of an
non-Spouse Beneficiary who is a designated Beneficiary of the Participant within
the meaning of Code Section 401(a)(9)(E), provided that the distributed amount
satisfies all the requirements to be an eligible rollover distribution other
than the requirement that the distribution be made to the Participant or the
Participant's Spouse.  The direct rollover must be made to an IRA
established on behalf of the designated Beneficiary that will be treated as an
inherited IRA pursuant to the provisions of Code Section
402(c)(11).


    ARTICLE
X

    ADOPTION
AND WITHDRAWAL BY PARTICIPATING COMPANIES

     

    
      	
              10.1

            	
              Adoption by
      Participating Companies.  Any entity which, together with
      Vectren Corporation, constitutes a member of a controlled group of
      corporations within the meaning of Section 414(b) of the Code may, with
      the approval of the Chief Executive Officer or the President of Vectren
      Corporation, adopt the Plan and Trust Agreement and participate as a
      Participating Company in the Plan by the execution of an agreement of
      adoption of the Plan and Trust Agreement which shall specify the effective
      date of that party's participation.  A listing of the
      Participating Companies who have adopted the Plan is shown in Exhibit
      A.

            


    

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    
      	
              10.2

            	
              Withdrawal by
      Participating Company.  Any Participating Company in the
      Plan may, by resolution of its Board of Directors or other governing body,
      withdraw from participation as a Participating Company in the
      Plan.  Any entity that ceases to be a member of the Group shall
      automatically cease to be a Participating Company in the Plan effective as
      of the date it is no longer a member of the Group with Vectren
      Corporation.

            


    

     

    ARTICLE
XI

    CLAIMS

     

    
      	
              11.1

            	
              Procedure.  In
      order to provide for the payment of any benefits to which a Participant or
      other person may be entitled under the Plan, the Plan Administrator shall
      be given timely notice of that Participant's retirement, Total Disability,
      termination or death and of any other event upon which occurrence benefits
      may be payable under the Plan.

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      written request for a Plan benefit made by a Participant, beneficiary or
      any other person is a claim; the person making such claim is a
      Claimant.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      claim shall be filed with the Plan Administrator which shall, within
      ninety (90) calendar days after its receipt thereof (forty-five (45)
      calendar days in the case of a claim based on Total Disability) ("Claim
      Period"), either accept it or deny it (wholly or partially) and within
      that time notify the Claimant in writing of such acceptance or
      denial.  The Claim Period may be extended for another ninety
      (90) calendar day period (thirty (30) calendar days in the case of a claim
      based on Total Disability) if it is found that special circumstances
      require an extension of time for processing.  In the case of a
      claim based on Total Disability, the Claim Period may be extended for an
      additional thirty (30) calendar day period if it is found that special
      circumstances require a further extension of time for
      processing.  In case of any extension of the Claim Period,
      before the expiration of the Claim Period, the Claimant shall be informed
      in writing of the reasons for such extension and the date on which a final
      decision is expected.  In addition, with respect to the
      extension of the Claim Period for a claim involving Total Disability, the
      Claimant shall also be informed in writing of the standards for payment,
      the unresolved issues that prevent a decision, and the information needed
      to resolve those issues.  The Claimant will have forty-five (45)
      days to provide any specified information to the Plan
      Administrator.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      a claim is wholly or partially denied, a Claimant shall be furnished with
      a written notice setting forth in a manner calculated to be understood by
      the Claimant:

            


    

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      specific reason(s) for denial;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              specific
      reference(s) to pertinent Plan provision(s) on which any denial is
      based;

            


    

     

    
      	
               
      

            	
              (iii)

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

            


    

     

    
      	
               
      

            	
              (iv)

            	
              an
      explanation of the Plan's claim review procedures;
  and

            


    

     

    
      	
               
      

            	
              (v)

            	
              in
      the case of the denial of a claim based on Total Disability, the specific
      internal rule, guideline, protocol, or other similar criterion, if any,
      relied upon in making the denial, or a statement that such rule,
      guideline, protocol, or other similar criterion was relied upon, with a
      copy free of charge upon request.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      a Claimant does not receive written notification of acceptance, denial or
      extension during the Claim Period or any extension thereof, he may request
      review as if his claim had been entirely denied as of the expiration date
      of such Claim Period or extension
thereof.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Upon
      denial, a Claimant is entitled, either in person or by his duly authorized
      representative, to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              request
      a review of the claim by the Plan Administrator upon written application
      for review made to the Plan Administrator; in the case of a denial as to
      which written notice of denial has been given to the Claimant, any such
      request for review of the claim shall be made within sixty (60) calendar
      days after receipt by the Claimant of the written denial notice (one
      hundred eighty (180) calendar days in the case of denial relating to a
      claim based on Total Disability);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              review
      pertinent documents relating to the denial;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              submit
      issues and comments in writing.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Plan Administrator shall make its decision with respect to a claim review
      promptly, but not later than sixty (60) calendar days after receipt of the
      written review request (forty-five (45) calendar days in the case of the
      review of a claim involving Total Disability).  Such sixty (60)
      calendar day period (or forty-five (45) calendar day period as the case
      may be) may be extended for another period of sixty (60) calendar days
      (forty-five (45) calendar days in the case of a claim involving Total
      Disability) if the Plan Administrator reviewing the claims
      finds

            


    

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              that
      special circumstances require an extension of time for
      processing.  In such case, before the expiration of the initial
      sixty (60) calendar day period (or forty-five (45) day calendar period as
      the case may be), the Claimant shall be informed, in writing, of the
      reasons for such extension.  The final decision of the Plan
      Administrator shall be in writing, giving specific reasons for the
      decision and making specific references to the pertinent Plan provisions
      on which the final decision is
based.

            


    

     

    
      	
               
      

            	
              (g)

            	
              All
      claims procedures shall be governed by the regulations promulgated by the
      Secretary of Labor.

            


    

     

    ARTICLE
XII

    ADMINISTRATION OF
PLAN

     

    
      	
              12.1

            	
              Plan
      Administrator.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Plan Administrator shall serve as administrator and named fiduciary of the
      Plan within the meaning of ERISA for and on behalf of the Participating
      Companies and of the Participants and their Beneficiaries.  The
      Plan Administrator shall have the authority to control and manage the
      operation and administration of the Plan and is authorized to accept
      service of legal process.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Benefits
      under the Plan shall be paid if the Plan Administrator decides, in its
      sole discretion, that the Claimant is entitled to such
      benefits.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      action by the Plan Administrator, which is not found to be an abuse of
      discretion, shall be final, conclusive, and binding on all individuals
      affected thereby.  The Plan Administrator may take any such
      action in such manner and to such extent as the Plan Administrator in its
      sole discretion may deem expedient, and the Plan Administrator shall be
      the sole and final judge of such
expediency.

            


    

     

    
      	
              12.2

            	
              Delegation of
      Duties.  The Plan Administrator may also appoint or
      designate such agents as it may deem necessary for the effective exercise
      of its duties and may delegate to such agents any powers and duties, both
      ministerial and discretionary, as is permitted under ERISA and as the Plan
      Administrator may deem expedient or appropriate; provided, however, that
      the ultimate responsibilities for the administration of the Plan shall
      remain with the Plan Administrator.

            


    

     

    
      	
              12.3

            	
              Duties of Plan
      Administrator.  Other than the management of the Trust
      Fund, with which the Trustee shall be charged, the Plan Administrator
      shall have complete control of the administration of the Plan, with all
      powers and authority (including discretion with respect to the exercise of
      that power and authority) necessary, advisable, desirable, or convenient
      to enable it properly to carry out its duties in that
      respect.  Not in limitation, but in amplification of the
      foregoing, the Plan Administrator shall have the power and authority
      to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              make
      rules and regulations with respect to the Plan not inconsistent with the
      Plan, the Code, or ERISA and to amend or rescind such rules and
      regulations;

            


    

     

    
      	
               
      

            	
              (b)

            	
              determine,
      consistently therewith, all questions of law or fact that may arise as to
      the eligibility, benefits, status, and rights of any person claiming
      benefits or rights under the Plan, including without limitation,
      Participants, former Participants, surviving Spouses of Participants,
      Beneficiaries, Employees, and former
Employees;

            


    

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              direct
      the Trustee to make payments from the Trust Fund to Participants, their
      Beneficiaries, and other persons as the Plan Administrator may
      determine;

            


    

     

    
      	
               
      

            	
              (d)

            	
              subject
      to and consistent with the Code and ERISA, construe and interpret the Plan
      and to correct any defects, supply any omissions, or reconcile any
      inconsistencies in the Plan; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              determine
      the amount of contributions to the Trust Fund which shall be made by the
      Participating Companies.

            


    

     

    All
disbursements by the Trustee, except for the ordinary expenses of administration
of the Trust Fund, shall be made upon, and in accordance with, the written
directions of the Plan Administrator.  Except as otherwise provided in
Section 11.1, decisions of the Plan Administrator upon all matters within the
scope of its authority shall be final and binding upon the Participating
Companies and upon each and every person who may be or become interested in the
Plan or who may claim any rights or benefits hereunder.

     

    
      	
              12.4

            	
              Communications to
      Trustee.  Such instructions and directions as the Plan
      Administrator shall give to the Trustee from time to time or as may be
      requested by the Trustee shall be in writing and, except as otherwise
      provided by ERISA, the Trustee shall be protected fully in acting upon any
      such written directions and
instructions.

            


    

     

    
      	
              12.5

            	
              Compliance with
      Law.  The Plan Administrator shall exercise such
      authority and responsibility as it deems appropriate in order to comply
      with ERISA and with the Code.

            


    

     

    
      	
              12.6

            	
              Waiver of Time
      Deadlines.  The Plan Administrator shall have the right
      to waive any time deadlines required by the Plan which the Plan
      Administrator, in its sole discretion and by applying uniform and
      non-discriminatory standards, believes would be desirable and in the best
      interests of the Participants and of the
Plan.

            


    

     

    ARTICLE
XIII

    DUTIES OF THE
TRUSTEE

     

    
      	
              13.1

            	
              General
      Provisions.  The assets of the Trust Fund shall be held
      by the Trustee in accordance with the Trust Agreement.  In
      accordance with guidelines established by the Plan Administrator, the
      Trustee shall cause the Trust Fund to consist of one (1) or more
      Funds.  The Plan Administrator, or its designee, may add
      additional Funds or delete Funds.  Funds may be invested through
      the medium of any common, collective, or commingled fund maintained by the
      Trustee which is invested principally in property of the kind specified
      for such Fund.  The Plan Administrator, or its
      designee,  shall establish investment guidelines or policies
      applicable to each such Fund.  A portion of each
      Fund

            


    

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              may
      be maintained in cash or cash equivalents.  Income or losses
      from investments in each Fund shall be credited or debited to the same
      Fund.

            


    

     

    
      	
              13.2

            	
              Trust
      Agreement.  Vectren Corporation shall enter into a Trust
      Agreement with the Trustee under which the Trustee shall receive
      contributions made by each Participating Company pursuant to the Plan and
      shall hold, invest, reinvest and distribute the Trust Fund in accordance
      with the terms and provisions of the Plan and of that Trust
      Agreement.  All benefits under the Plan shall be distributed
      solely from the Trust Fund, and the Participating Companies shall have no
      liability therefor other than the obligation to make contributions to the
      Trust Fund as provided in the Plan.  Vectren Corporation shall
      determine the form and terms of any such Trust Agreement and may modify
      any such Trust Agreement from time to time to accomplish the purposes of
      the Plan without the consent of any other person; provided, however, that
      any such modification shall not cause or permit any part of the Trust Fund
      to be diverted to purposes other than those expressly permitted by the
      Plan, by the Code and by ERISA.

            


    

     

    
      	
              13.3

            	
              Appointment of
      Investment Manager.  Notwithstanding anything to the
      contrary herein contained, Vectren Corporation or its designee may appoint
      an investment manager or managers to manage all or a portion of the assets
      of the Trust Fund for which the Trustee is responsible for the investment
      thereof.  The Trustee shall follow the directions of any such
      investment manager regarding the investment and reinvestment of the Trust
      Fund, or such portion thereof as shall be under management by such
      investment manager.  The Trustee shall be under no duty or
      obligation to review any investment to be acquired, held or disposed of
      pursuant to such directions nor to make any recommendations with respect
      to the disposition or continued retention of any such
      investment.

            


    

     

    
      	
              13.4

            	
              Voting of Common Stock
      in Company Stock Fund.  Not less than thirty (30)
      calendar days prior to each annual or special meeting of the shareholders
      of Vectren Corporation, the Plan Administrator shall furnish or cause to
      be furnished to the Trustee and to each Participant for whom all or a
      portion of whose Participant Accounts are invested in Company Stock Fund
      as of the record date established by Vectren Corporation, a copy of the
      proxy material supplied by Vectren Corporation and a card to be returned
      to the Trustee which shall request instructions from each Participant as
      to how any Vectren Stock, including fractional shares, allocated to his
      Participant Accounts shall be voted.  Upon receipt of such
      instruction cards from the Participants, the Trustee shall vote or may
      grant Vectren Corporation's management a proxy to vote such Vectren Stock
      as such Participants have directed.  For the purposes of voting
      Vectren Stock held in Company Stock Fund or granting Vectren Corporation's
      management a proxy to vote such Vectren Stock, the Trustee shall combine
      the directions of Participants as to the voting fractional shares of
      Vectren Stock allocated to their Participant Accounts to the maximum
      extent possible and the Trustee shall vote the resulting aggregate of the
      whole shares of Vectren Stock so combined in accordance with such
      directions.  The Trustee shall vote any allocated Vectren Sock
      with respect to any business or issue for which it lacks a specific
      direction from any Participant in the same proportion that it votes the
      shares of Vectren Stock for which it received direction from the
      Participants.

            


    

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    


    
      ARTICLE
XIV

      MISCELLANEOUS

    

     

    
      	
              14.1

            	
              Payment of
      Expenses.  To the extent permitted under ERISA and under
      the Code, the expenses of the Plan and the Trust Fund shall be paid from
      the Trust Fund as directed by the Company; provided, however, that
      notwithstanding the above, Vectren Corporation may, but is not required
      to, elect to have such expenses paid directly by each Participating
      Company in its pro rata share, or charge any expenses directly relating to
      the Participant Accounts of a Participant to that Participant's
      Participant Account as allowed under the Code and
  ERISA.

            


    

     

    
      	
              14.2

            	
              Forms.  All
      forms required to be submitted under the Plan shall be prepared by the
      Plan Administrator or by its designate and submitted in accordance with
      its directions.

            


    

     

    
      	
              14.3

            	
              No Right of
      Employment.  Neither the Plan nor any action taken under
      it shall be construed as giving any Employee or any other person any
      right, legal or equitable, under the Plan against the Group or against any
      shareholder, officer, director, agent or Employee of the Group, except as
      specifically provided for in the Plan.  Nothing in the Plan
      shall be construed as giving any Employee the right to remain in the
      employ of the Group or to change the terms of his employment by the
      Group.

            


    

     

    
      	
              14.4

            	
              Construction.  In
      the construction of the Plan, the masculine includes the feminine and the
      singular includes the plural in all cases in which such meanings are
      appropriate.

            


    

     

    
      	
              14.5

            	
              Copies of
      Documents.  Copies of the Plan and of the Trust Agreement
      shall be made available to Participants during regular business hours at
      the Participating Companies' principal offices and at such other locations
      as the Plan Administrator may designate.  No documents (at any
      time published or distributed to any Employee, Participant, former
      Participant, Spouse, Beneficiary or any other person) which summarize and
      explain the material provisions of the Plan shall be construed or
      interpreted in any way as constituting the Plan, and in the event of any
      conflict between such documents and the terms of the Plan, the terms of
      the Plan shall govern.

            


    

     

    
      	
              14.6

            	
              Jurisdiction.  The
      Plan shall be construed and enforced in accordance with the laws of
      Indiana, except as otherwise required by
ERISA.

            


    

     

    
      	
              14.7

            	
              Nonalienation of
      Benefits.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as provided in this Section and Section 14.8 or as permitted by applicable
      law, no benefit under the Plan, prior to actual receipt thereof by a
      Participant or a Beneficiary, shall be subject to any debt, liability,
      contract, engagement, or tort of any Participant or his Beneficiary, nor
      subject to anticipation, sale, assignment, transfer, encumbrance, pledge,
      charge, attachment, garnishment, execution, alienation, or other voluntary
      or involuntary alienation or other legal or equitable process, nor
      transferable by operation of law.  Any action by way of
      anticipation, sale, assignment, transfer, encumbrance, pledge, charge,
      attachment, garnishment, execution, alienation, or other voluntary or
      involuntary alienation shall be void and of no
  effect.

            


    

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (b)

            	
              The
      benefits of a Participant under the Plan may be reduced to the extent
      permitted under Code Section 401(a)(13), which, in general, provides a
      reduction to satisfy the Participant's liability to the Plan due
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Participant's conviction of a crime involving the
  Plan,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      judgment, consent order, or decree in an action for violation of fiduciary
      standards, or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      settlement involving the Department of Labor or the Pension Benefit
      Guaranty Corporation.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      any other provision of the Plan, any benefit payable to a Participant or a
      Beneficiary shall be reduced by any benefit paid or payable from the
      benefits of the Participant under the Plan pursuant to this Section or
      Section 14.8.  The Plan Administrator, in its sole discretion,
      may direct the Trustee to separately account for any benefit payable
      pursuant to this Section or Section
14.8.

            


    

     

    
      	
              14.8

            	
              Qualified Domestic
      Relations Orders.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      benefits of a Participant shall be paid to an "Alternate Payee" as defined
      in Code Section 414(p) pursuant to the applicable requirements of any
      "Qualified Domestic Relations Order" under Code Sections 401(a)(13) and
      414(p).  The Alternate Payee may direct the investment of his or
      her portion of the benefit under the Plan and may designate a Beneficiary,
      as applicable.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      any other provision of the Plan, the Plan may make a distribution to an
      Alternate Payee pursuant to a Qualified Domestic Relations Order as soon
      as practicable following a determination by the Plan Administrator that
      the requirements for a Qualified Domestic Relations Order have been
      satisfied.  Such Qualified Domestic Relations Order may provides
      for payment, including the immediate payment, of a Participant's vested
      amounts to an Alternate Payee before the date on which the Participant
      terminates employment with the Group.  If the Alternate Payee is
      the current or former Spouse of the Participant ("Spouse Alternate
      Payee"), at least thirty (30) days and not more than one hundred eighty
      (180) days before a distribution to the Spouse Alternate Payee, the Plan
      Administrator shall provide the Spouse Alternate Payee with notice of his
      right to make a direct rollover (as permitted under Section 9.13), unless
      otherwise waived by the Spouse Alternate Payee.  Distribution
      may commence fewer than thirty (30) days after the direct rollover notice
      is given to the Spouse Alternate Payee, provided
  that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Plan Administrator clearly informs the Spouse Alternate Payee that the
      Spouse Alternate Payee has a right to a period of at least thirty (30)
      days after receiving such notice and explanation to consider the decision
      of whether or not to elect a direct rollover,
  and

            


    

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (ii)

            	
              the
      Spouse Alternate Payee, after having received such notice, affirmatively
      elects to receive a distribution.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Procedures regarding
      Qualified Domestic Relations
Orders.

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      the Plan receives any order which may be a Qualified Domestic Relations
      Order, the Plan Administrator
shall:

            


    

     

    
      	
               
      

            	
              (A)

            	
              promptly
      notify the Participant and any prospective Alternate Payee of (i) the
      receipt of such order, and (ii) the procedures under the Plan for
      determining whether such order is a Qualified Domestic Relations Order;
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              within
      a reasonable period after receipt of such order, and in accordance with
      regulations which the Secretary of Labor may prescribe, determine whether
      such order is a Qualified Domestic Relations Order and notify the
      Participant and each Alternate Payee of such
  decision.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Plan Administrator shall establish reasonable procedures to determine
      whether any order is a Qualified Domestic Relations Order and to
      administer the distribution of benefits with respect to such
      orders.  The procedures
shall:

            


    

     

    
      	
               
      

            	
              (A)

            	
              be
      in writing,

            


    

     

    
      	
               
      

            	
              (B)

            	
              provide
      prompt notice of such procedures to each person specified in the order as
      entitled to the payment of benefits, at the address specified in the
      order, and

            


    

     

    
      	
               
      

            	
              (C)

            	
              permit
      an Alternate Payee to designate a representative for receipt of copies of
      notices that are sent to Alternate Payees with respect to a Qualified
      Domestic Relations Order.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              During
      any period of time in which the issue of whether an order is a Qualified
      Domestic Relations Order is being determined by the Plan Administrator, a
      court of competent jurisdiction, or otherwise, the Plan Administrator
      shall provide the Trustee with written direction to separately account
      under the Trust for the amounts, if any, which would be payable to an
      Alternate Payee during such period if such order is determined to be a
      Qualified Domestic Relations Order.  If within the eighteen (18)
      month period beginning on the date on which the first payment would be
      required to be made under the order, the order, or modification thereof,
      is determined to be a Qualified Domestic Relations Order, the Plan
      Administrator shall pay such separately accounted amounts, plus any
      interest thereon, to the Alternate Payee or Payees entitled
      thereto.  If within the eighteen (18) month period the order is
      determined to not be a Qualified Domestic Relations Order, or if
      such

            


    

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              issue
      has not been resolved, the Plan Administrator shall direct the Trustee to
      pay such separately accounted amounts, plus any interest thereon, to the
      Participant or Beneficiary entitled to such amounts as if there had been
      no order.  Any determination that an order is a Qualified
      Domestic Relations Order after the close of the eighteen (18) month period
      shall have only prospective application.  Notwithstanding the
      preceding provisions, and in accordance with such regulations as the
      Secretary of the Treasury may prescribe, the Plan Administrator, in the
      sole discretion of the Plan Administrator, may delay payment of any
      amounts payable under the Plan to a Participant (i) to the end of said
      eighteen (18) month period, if an order is found to be defective within
      said eighteen (18) month period and the Plan Administrator has notice that
      the parties with respect to the order are attempting to rectify any
      defects in the order, or (ii) for a reasonable period of time, if the Plan
      Administrator receives notice that an order which may be a Qualified
      Domestic Relations Order is being sought with respect to the Participant;
      provided,
      however,
      for these purposes, a court stay to the Plan Administrator during the time
      an appeal is pending is notice that the parties with respect to an order
      are attempting to cure any defects in an order, and the Plan Administrator
      shall honor a restraining order prohibiting the disposition of any amounts
      with respect to a Participant pending resolution of a dispute with respect
      to an order which may be a Qualified Domestic Relations
    Order.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Any
      expenses incurred by reason of the Trustee's compliance with a Qualified
      Domestic Relations Order shall be charged to the Participant Accounts of
      the Participant to which the Qualified Domestic Relations Order relates in
      accordance with Section 14.1.

            


    

     

    
      	
               
      

            	
              (v)

            	
              To
      the extent so provided in any Qualified Domestic Relations Order, the
      former spouse of a Participant shall be treated as the surviving spouse of
      the Participant under the Plan for purposes of Code Sections 401(a)(11)
      and 417 and the spouse of the Participant shall not be treated as a spouse
      of the Participant for such
purposes.

            


    

     

    
      	
              14.9

            	
              Non-Diversion.  Irrespective
      of anything contained in the Plan or in the separate Trust Agreement, as
      now expressed or hereafter amended, it shall be impossible for any part of
      the Trust Fund to be used for, or diverted to, any purpose not for the
      exclusive benefit of Participants or, if deceased, of their designated
      Beneficiaries at any time, either by the operation, amendment, revocation
      or termination of the Plan; and no part of the Trust Fund shall be paid,
      distributed or made available to the Participating Companies at any time,
      except as expressly provided in the Plan and permitted under ERISA and
      under the Code.

            


    

     

    
      	
              14.10

            	
              Non-Liability of
      Participating Companies.  Except as otherwise provided by
      ERISA, no liability whatsoever shall attach to or be incurred by any
      shareholder, officer or director, as such, of the Participating Companies
      under or by reason of any provision of the Plan or any act with reference
      to the Plan, and any and all rights and claims against
  the

            


    

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Participating
      Companies, or any shareholder, officer or director thereof, as such,
      whether arising at common law or in equity or created by statute,
      constitution or otherwise, are hereby expressly waived and released to the
      fullest extent permitted by law by every Participant and by any
      Beneficiary claiming through him as a condition of and part of the
      consideration for the payments by the Participating Companies under the
      Plan and for the receipt of benefits
hereunder.

            


    

     

    
      	
              14.11

            	
              Illegal or Invalid
      Provisions.  If any provision of the Plan shall be held
      illegal or invalid for any reason, such illegality or invalidity shall not
      affect the remaining parts of the Plan and it shall be construed and
      enforced as if such illegal or invalid provision had never been inserted
      herein.

            


    

     

    
      	
              14.12

            	
              Execution of
      Counterparts.  The Plan may be executed in any number of
      counterparts, each of which shall be deemed to be an
      original.  All the counterparts shall constitute but one (1) and
      the same instrument, and the Plan may be sufficiently evidenced by any one
      (1) counterpart.

            


    

     

    
      	
              14.13

            	
              Tax
      Approval.  If for any reason the Key District Director of
      the Internal Revenue Service should at any time fail to approve any of the
      terms, conditions or amendments contained in or implied from the Plan for
      qualification under Sections 401(a) and 501(a) of the Code, then Vectren
      Corporation shall be authorized to make such modifications, alterations
      and amendments of the Plan as are necessary to obtain or to retain such
      approval and such modifications, alterations and amendments shall be
      effective retroactively to the Effective Date or to such later date as is
      required to obtain or to retain such
approval.

            


    

     

    
      	
              14.14

            	
              Non-Liability of
      Shareholders.  Except as otherwise provided by ERISA, no
      liability whatsoever shall attach to, or be incurred by, any past, present
      or future shareholder, officer or director, as such, of the Participating
      Companies under or by reason of any of the terms, conditions or agreements
      contained in or implied from the Plan, and any and all liability of, and
      any and all rights and claims against, the Participating Companies or any
      shareholder, officer or director of Participating Companies, as such,
      whether arising at common law or in equity or created by statute or
      constitution or otherwise, shall be deemed to have been expressly waived
      and released to the fullest extent permitted by law by every Participant
      or, if deceased, by his Beneficiary as a condition of, and as a part of
      the consideration for, the contributions made by the Participating
      Companies pursuant to Article V.

            


    

     

    
      	
              14.15

            	
              Rights of Third
      Parties.  Except as otherwise provided by ERISA and by
      Sections 14.7, nothing expressed or implied in the Plan is intended or
      shall be construed to confer upon or to give to any person, other than the
      Participating Companies, the Trustee and all Participants or, if deceased,
      their Beneficiaries any right, remedy or claim under or by reason of any
      provisions of the Plan, and all provisions of the Plan shall be for the
      sole and exclusive benefit of the Participating Companies, the Trustee and
      all Participants or, if deceased, their
      Beneficiaries.  Notwithstanding any provisions in the Plan to
      the contrary, the Spouse or other Beneficiary of any Participant shall
      have absolutely no

            


    

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              rights
      whatsoever under the Plan before the death of such Participant except to
      the extent required under a qualified domestic relations order as provided
      in Section 14.8.

            


    

     

    
      	
              14.16

            	
              Titles.  Titles
      of the Articles and Sections of the Plan are for general information only,
      and the Plan shall not be construed by reference to such
      titles.

            


    

     

    
      	
              14.17

            	
              Successors and
      Assigns.  The Plan shall be binding upon the successors
      and assigns of the Participating
Companies.

            


    

     

    
      	
              14.18

            	
              Forms and Proofs;
      Notice of Address.  Each Participant or Beneficiary of a
      deceased Participant eligible to receive any distributions hereunder shall
      complete such forms and furnish such proofs, receipts and releases as
      shall be required by the Plan Administrator or by the Participating
      Companies.  Failure to furnish such information or to sign such
      documents shall not result in any forfeiture but shall be deemed to be a
      voluntary election to postpone distributions hereunder.  No
      interest shall be paid on distributions as to which the time of commencing
      payment has been postponed as herein provided.  Each
      Participant, former or retired Participant and the Spouse or other
      beneficiary of any deceased Participant shall file with the Plan
      Administrator in writing his post-office address and each change of
      post-office address.  Any communication, statement or notice
      addressed to such person at his latest post-office address as filed with
      the Plan Administrator shall be binding upon such person for all purposes
      of the Plan, and neither the Trustee nor the Participating Companies shall
      be obligated to search for or to ascertain the whereabouts of any such
      person.

            


    

     

    ARTICLE
XV

    AMENDMENT, TERMINATION OR
MERGER

     

    
      	
              15.1

            	
              Right To Amend or
      Terminate.  The Chief Executive Officer, President, or
      Chief Administrative Officer of Vectren Corporation reserves the right to
      alter, amend or modify, revoke or terminate, in whole or in part, the Plan
      and the Trust Agreement that was established currently with the Plan to
      effectuate and implement the Plan by executing a written instrument
      evidencing such action and filing a copy thereof with each of the other
      Participating Companies and with the Trustee; provided, however, that
      the Board of Directors of Vectren Corporation must approve any amendment
      that results in an increase in benefits and/or costs to the Participating
      Companies which the Chief Executive Officer, President, or Chief
      Administrative Officer of Vectren Corporation determines, in his or her
      sole discretion, to be material.  Notwithstanding the foregoing,
      no such alteration, amendment or modification, in whole or in part, of the
      Plan or of the Trust Agreement
shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              cause
      any part of the Trust Fund to be used for or diverted to any purpose other
      than for the exclusive benefit of Participants or other persons entitled
      to the benefits under the Plan except as expressly provided in the Plan
      and permitted under ERISA and under the
Code;

            


    

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (b)

            	
              retroactively
      affect adversely the rights of any Participant or his Beneficiary to any
      benefits under the Plan, unless such amendment is determined to be
      necessary or desirable to comply with ERISA or with the
    Code;

            


    

     

    
      	
               
      

            	
              (c)

            	
              change
      the vesting schedule in Section 9.3 or in Section 17.4 unless each
      Participant who has completed three (3) or more Years of Service as of the
      effective date of such amendment is permitted to elect, within sixty (60)
      calendar days after the latest of the date on which the amendment is
      adopted, the date on which the amendment is effective or the date on which
      he is notified in writing by the Plan Administrator of his rights under
      this Subsection, to have his vested interest determined without regard to
      such amendment; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              decrease
      a Participant's Participant Account balance or eliminate an optional form
      of distribution for the accrued benefits of a Participant determined as of
      the date of the alteration, amendment or
  modification.

            


    

     

    
      	
              15.2

            	
              Distribution upon
      Termination.  In the event of the termination, in whole
      or in part, of the Plan by Vectren Corporation or in the event of the
      permanent discontinuance of contributions to the Plan, Vectren Corporation
      may direct the Trustee to segregate the assets allocable to the respective
      Participating Companies concerned.  The assets in the Trust Fund
      shall be valued as of the date of such partial or total termination or
      permanent discontinuance.  That portion of the assets in the
      Trust Fund attributable to the Participants directly affected by the
      partial or total termination or permanent discontinuance (except such part
      thereof as is used for the payment of expenses), which shall remain
      non-forfeitable and fully vested, shall be, if permitted by the Code,
      distributed as though all Participants directly affected by the partial or
      total termination or permanent discontinuance had retired on the date of
      such partial or total termination or permanent
      discontinuance.  That portion of the assets in the Trust Fund
      attributable to the Participants directly affected by the partial or total
      termination or permanent discontinuance shall be that fractional share of
      the assets (determined as of the date of the partial or total termination
      or permanent discontinuance) which is expressed by a fraction, the
      numerator of which is the aggregate present value of the Participant
      Accounts of all Participants directly affected by the partial or total
      termination or permanent discontinuance and the denominator of which is
      the aggregate present value of the Participant Accounts of all
      Participants, both present values and all Participant Account values to be
      determined as of the date of the partial or total termination or permanent
      discontinuance.

            


    

     

    
      	
              15.3

            	
              Plan Merger or
      Consolidation.  Vectren Corporation expressly reserves
      the right, by action of its Chief Executive Officer or its President, to
      merge or to consolidate the Plan with, or to transfer the assets or
      liabilities of the Plan to, any other similar qualified retirement plan at
      any time, except that no such merger, consolidation or transfer shall be
      authorized unless each Participant in the Plan would receive a benefit
      immediately after the merger, consolidation or transfer (if the merged,
      consolidated or transferred plan then terminated) equal to or greater than
      the benefit to which he would have been entitled immediately before the
      merger, consolidation or transfer (if the Plan then
      terminated).  Subject to the foregoing limitations regarding
      benefits before and after a merger,

            


    

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              consolidation
      or transfer of assets, if any Participating Company (the "Transferee")
      acquires all or substantially all of the assets of another Participating
      Company (the "Transferor") by purchase, merger, liquidation or otherwise
      and if, as a result of such acquisition, a substantial number of the
      Employees of the Transferor are employed by the Transferee, the Transferor
      and the Transferee may, by duly adopted resolutions of their Boards of
      Directors, take whatever steps they deem necessary or appropriate,
      consistent with any requirements imposed under ERISA and under the Code,
      to cause the Trustee to transfer on its records of the Trust Fund the
      assets and liabilities allocable to the Transferor under the Plan to the
      Transferee.

            


    

     

    ARTICLE
XVI

    PARTICIPANT
LOANS

     

    
      	
              16.1

            	
              Authorization by Plan
      Administrator.  The Plan Administrator or its designee
      may, in its sole discretion, in accordance with rules adopted and
      consistently applied in a uniform and nondiscriminatory manner, direct the
      Trustee to loan a Participant, who is actively employed by the Group, an
      amount from his vested Participant Accounts which is not less than one
      thousand dollars ($1,000) and which, when added to any other loan
      outstanding to such Participant under any other qualified retirement plans
      maintained by the Group, does not exceed the lesser
  of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              fifty
      thousand dollars ($50,000), reduced by the excess
  of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      highest outstanding loan balance of loans from the Plan during the one (1)
      year period ending on the day preceding the date as of which such loan was
      made, over

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      outstanding loan balance of loans from the Plan on the date such loan is
      made;

            


    

     

    or

     

    
      	
               
      

            	
              (b)

            	
              fifty
      percent (50%) of the sum of his vested Participant Accounts balances as of
      the Valuation Date coincident with or immediately preceding the effective
      date of the loan and as adjusted to reflect any withdrawals or other
      distributions from his Participant Accounts since such Valuation
      Date);

            


    

     

    provided, however, that the
aforesaid loan privileges shall also be extended to any party in interest
(within the meaning of Section 3(14) of ERISA) to the Plan, who is a former
Participant with undistributed vested Participant Accounts, who is the
Beneficiary of a deceased Participant with undistributed vested Participant
Accounts, or who is an alternate payee under any court order which has been
determined by the Plan Administrator to be a qualified domestic relations order
with an interest in all or a portion of a Participant's undistributed vested
Participant Accounts, but only to the extent of that alternate payee's vested
interest in that Participant's Participant Accounts under such court order, and
references to the term "Participant" in this Article shall include, where
appropriate, such other individuals eligible for loans under this Article; provided, further, that if the
Plan Administrator determines that the class of individuals for whom
loans

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    


    may be
granted (exclusive of active Employees) is disproportionately represented by
former Highly Compensated Participants, the Plan Administrator shall also make
loans available to other former Participants, Beneficiaries and alternate
payees, regardless whether they are a party in interest (within the meaning of
Section 3(14) of ERISA).

     

    
      	
              16.2

            	
              Terms and
      Conditions.  With respect to loans made, extended,
      renewed or modified in accordance with Section 16.1, the following
      restrictions shall apply in addition to any restrictions imposed pursuant
      to Section 4975(d)(1) of the Code or pursuant to Section 408(b)(1) of
      ERISA:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Loans
      shall be made available to all Participants who are actively employed by
      the Group and, if parties in interest (within the meaning of Section 3(14)
      of ERISA) to the Plan, to former Participants, Beneficiaries of deceased
      Participants and alternate payees on a reasonably equivalent basis without
      regard to race, color, religion, sex, age or national origin and after
      giving consideration only to those factors which would be considered in a
      normal commercial setting by an entity in the business of making similar
      types of loans, including but not limited to the applicant's
      credit-worthiness and financial
need.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Loans
      shall not be made available to Participants who are Highly Compensated
      Participants within the meaning of Section 414(q) of the Code, officers or
      shareholders of the Group in an amount greater than the amount made
      available to other Participants.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Loans
      shall be made in accordance with the specific provisions regarding such
      loans as set forth in this Article and with rules containing strict
      objective criteria which are adopted by the Plan Administrator and
      consistently applied in a uniform and nondiscriminatory manner, which
      rules are hereby incorporated by reference and made a part of the
      Plan.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Loans
      shall be adequately secured, but in no event shall more than fifty percent
      (50%) of the borrowing Participant's or, where applicable, Beneficiary's
      or alternate payee's, as the case may be, vested interest in the
      Participant Accounts in the Plan immediately after the origination of the
      loan be considered as security.  The adequacy of such security
      shall be determined by the Plan Administrator, in its sole discretion, in
      light of the type and amount of security which would be required in the
      case of an otherwise identical transaction in a normal commercial setting
      between unrelated parties on arms-length terms.  No security
      shall be accepted under the Plan other that vested Participant Account
      balances.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      loan program established pursuant to this Article shall at all times be
      administered for the exclusive purpose of providing benefits to
      Participants and their Beneficiaries based on an evaluation of all
      relevant facts and circumstances by the Plan
  Administrator.

            


    

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (f)

            	
              An
      application for a loan by a Participant shall be made by a written request
      filed with the Plan Administrator at least ten (10) calendar days in
      advance of the date as of which the loan is to be
    effective.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      entire unpaid balance of any loan made under this Section and all interest
      due thereon, including all arrearages thereon, shall, at the option of the
      Plan Administrator, immediately become due and payable without further
      notice or demand, upon the occurrence, with respect to the borrowing
      Participant, of any of the following events of
  default:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      payment of principal and accrued interest on the loan remains due and
      unpaid for a period often (10) calendar days after the same becomes due
      and payable under the terms of the
loan;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      commencement of a proceeding in bankruptcy, receivership or insolvency by
      or against the borrowing
Participant;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      termination of the employment of the borrowing Participant with the
      Participating Companies for any
      reason;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      borrowing Participant attempts to make an assignment, for the benefit of
      creditors, of his interest in his Participant
  Accounts;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      qualified domestic relations order (as such term is defined in Section
      414(p) of the Code) with respect to the borrowing Participant is received
      by the Plan Administrator; or

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      loan proceeds are used, directly or indirectly, by the borrowing
      Participant to purchase or carry securities (as such term is defined for
      purposes of Regulation G of the Federal Reserve Board as promulgated
      pursuant to Section 7 of the Securities and Exchange Act of
      1934).

            


    

     

    Any
payments of principal and interest of the loan not paid when due shall bear
interest thereafter, to the fullest extent permitted by law, at the rate
specified by the terms of the loan.  The payment and acceptance of any
sum or sums at any time on account of the loan after an event of default, or any
failure to act to enforce the rights granted hereunder upon an event of default,
shall not be a waiver of the right of acceleration set forth in this
Subparagraph.

     

    
      	
               
      

            	
              (h)

            	
              If
      an event of default and an acceleration of the unpaid balance of the loan
      and interest due thereon shall occur (as described above in Subparagraph
      (g)) but only to the extent permitted by applicable Treasury Regulations,
      the Plan Administrator shall have the right to direct the Trustee to
      pursue any remedies available to a creditor at law or under the terms of
      the loan, including the right to execute on the security for the loan, and
      to apply any amounts credited to the Participant Accounts of the borrowing
      individual at the time of execution or at any time thereafter in
      satisfaction of the unpaid balance of the loan and interest due thereon;
      provided,
      however,
      that the Plan Administrator shall not have
the

            


    

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              right
      to direct the Trustee to execute on any amounts credited to the borrowing
      Participant's Participant Accounts prior to the date on which such
      Participant dies, becomes Totally Disabled, terminates his employment with
      the Participating Companies, or attains age fifty-nine and one-half (591⁄2);
      provided,
      further,
      that if a Participant fails timely to make loan payments, the Plan
      Administrator shall for tax purposes treat all or a portion of the loan
      balance as a deemed distribution to the extent required by applicable
      Treasury Regulations.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      period of repayment for each loan shall be arrived at by mutual agreement
      between the Plan Administrator and the borrowing individual, but such
      period shall not in any case exceed five (5) years or, if the borrower is
      a Participant, extend beyond the date the Participant is expected to reach
      age seventy and one-half (70-1/2); provided, however, that
      if the loan proceeds are used by a borrowing Participant to acquire any
      dwelling unit which within a reasonable time period is to be used
      (determined at the time that the loan is made) as a principal residence by
      such Participant or by a member of the family (as defined in Section
      267(c)(4) of the Code) of such Participant, the term of that loan may be
      for a period longer than five (5) years but not beyond the date on which
      that borrowing Participant is expected to reach age seventy and one-half
      (70-1/2).

            


    

     

    
      	
               
      

            	
              (j)

            	
              Loans
      shall bear a reasonable rate of interest to provide the Plan with a return
      commensurate with the interest rates charged by entities in the business
      of lending money for loans which would be made under similar
      circumstances.  The interest rate of loans shall be determined
      by the Plan Administrator in accordance with the parameters described
      above.  Each loan shall bear interest at a reasonable rate to be
      fixed by the Plan Administrator.  The Plan Administrator shall
      not discriminate among Participants in the matter of interest rates, but
      loans granted at different times may bear different interest rates if, in
      the opinion of the Plan Administrator, the difference in rates is
      justified by a change in general economic conditions or other relevant
      factors, so long as such different interest rates are reasonable and do
      not discriminate in favor of highly compensated
    Participants.

            


    

     

    
      	
               
      

            	
              (k)

            	
              No
      more than one (1) loan may be outstanding at any point in
      time.

            


    

     

    
      	
               
      

            	
              (l)

            	
              Each
      loan shall be evidenced by such documentation as may be required by the
      Plan Administrator.

            


    

     

    
      	
               
      

            	
              (m)

            	
              No
      distribution (other than a withdrawal under Section 8.2 of an amount not
      security for a loan under the Plan) shall be made to any Participant or
      former Participant or to a Spouse or other Beneficiary of any deceased
      Participant unless and until all unpaid loans, including accrued interest
      thereon, have been liquidated.

            


    

     

    
      	
               
      

            	
              (n)

            	
              Each
      loan shall have such additional terms as to default, prepayment and
      security as the Plan Administrator, in its sole discretion, may
      determine.

            


    

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (o)

            	
              The
      installments constituting repayments of any outstanding loan under this
      Section shall be made through regular payroll deductions from amounts
      otherwise payable to a borrowing Participant by the Participating
      Companies so as to assure that the loan is amortized in level payments,
      made not less frequently than quarterly, over the term of the loan; provided, however, that
      if a borrowing Participant is not receiving any Compensation from the
      Participating Companies during a period in which any loan is outstanding
      due to being placed on layoff or on unpaid leave of absence, that
      borrowing Participant shall be required to make installment payments, no
      less frequent than quarterly, equivalent in value and timing to the
      payments which would otherwise have been deducted from his paychecks by
      the Participating Companies; provided, further, that,
      during such period as the borrowing Participant is on a military leave of
      absence under USERRA, all loan repayment obligations shall be suspended in
      accordance with USERRA.  The installments constituting monthly
      repayments of an outstanding loan to a Beneficiary of a deceased
      Participant or to an alternate payee under this Article or to a borrowing
      Participant who is not receiving any Compensation from which payroll
      deductions can be made shall be made by personal check, money order or a
      certified or cashier's check delivered to the office of the Plan
      Administrator on or before their respective due dates.  Cash
      payments shall not be accepted.

            


    

     

    
      	
               
      

            	
              (p)

            	
              Each
      such loan shall require substantially level amortization over its
      term.

            


    

     

    
      	
              16.3

            	
              Accounting for
      Loans.  There shall be a fifty dollar ($50) charge
      assessed against the Participant Accounts of a Participant for whom a loan
      is approved.  A Participant loan subaccount shall be established
      as of the date a loan is made to a Participant in accordance with this
      Article.  The Participant loan subaccount shall be charged
      against the Participant Accounts pro rata based on the amounts credited to
      such Participant's Participant Accounts immediately prior to the
      loan.

            


    

     

    The loan
shall be treated as an investment of the funds credited to the Participant
Accounts of such borrowing Participant.  Cash equal to the amount of
any loan granted under this Section shall be obtained by liquidating the
borrowing Participant's Participant Account investments in the investment funds
pro rata.

     

    Loan
payments, both principal and interest, shall be transferred back to the
investment funds and Participant Accounts from which the loan proceeds were
obtained pro rata as soon as practicable after receipt of the payments by the
Plan Administrator; provided, however, that a loan
payment of a Participant shall be reinvested in the investment funds in
accordance with the investment election in effect for such Participant under
Section 6.1 on the date of each such loan payment.

     

    ARTICLE
XVII

    TOP-HEAVY
RULES

     

    
      	
              17.1

            	
              Application.  The
      rules set forth in this Article shall be applicable with respect to any
      Plan Year in which the Plan is determined to be a Top-Heavy Plan; provided, however,

            


    

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              that
      the provisions of this Article shall be applied only to the extent
      necessary to comply with Section 416 of the Code and in a manner
      consistent with all requirements imposed under Section 416 of the
      Code.

            


    

     

    
      	
              17.2

            	
              Determination.  The
      Plan shall be considered a Top-Heavy Plan with respect to any Plan Year if
      as of the last calendar day of the immediately preceding Plan Year or, if
      the determination is to be made for the Plan's first Plan Year, the last
      calendar day of the first Plan Year (the "determination
      date"):

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      present value of the accrued benefits of key employees (as such term is
      defined below) exceeds sixty percent (60%) of the present value of the
      accrued benefits of all Plan Participants (excluding former key employees
      (as such term is defined below)); provided, however, that
      the accrued benefits of any Participant who has not performed any services
      for the Group during a five (5) year period ending on the determination
      date (as such term is defined above) shall be disregarded,
    or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Plan is part of a required aggregation group (as such term is defined
      below) and the required aggregation group is
  top-heavy;

            


    

     

    provided, however, that the
Plan shall not be considered a Top-Heavy Plan with respect to any Plan Year in
which the Plan is part of a required or permissive aggregation group (as such
term is defined below) which is not top-heavy.  For purposes of this
Article, the term "key employee" shall include for any Plan Year any Employee or
former Employee who at any time during the Plan Year or any of the four (4)
preceding Plan Years is:

     

    
      	
               
      

            	
              (c)

            	
              an
      officer of a Company whose Section 415 Compensation from the Group is
      greater than fifty percent (50%) of the maximum dollar limitation under
      Section 415(b)(1)(A) of the Code in effect for the calendar year in which
      the determination date (as such term is defined above)
    falls,

            


    

     

    
      	
               
      

            	
              (d)

            	
              one
      (1) of the ten (10) Employees who own (or who is considered as owning
      within the meaning of Section 318 of the Code) the largest interest in a
      Company, whose ownership interest in such Company is at least one-half of
      one percent (0.5%) and whose Section 415 Compensation from the Group is
      equal to or greater than the maximum dollar limitation under Section
      415(c)(1)(A) of the Code in effect for the calendar year in which the
      determination date (as such term is defined above) falls; provided, however, that
      if two (2) Employees have the same interest in a Company, the Employee
      whose Section 415 Compensation from the Group is greater shall be treated
      as having a larger interest in that
Company,

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      five percent (5%) owner (determined without regard to Sections 414(b), (c)
      and (m) of the Code) of a Company,
or

            


    

     

    
      	
               
      

            	
              (f)

            	
              a
      one percent (1%) owner (determined without regard to Sections 414(b), (c)
      and (m) of the Code) of a Company whose Section 415 Compensation from the
      Group is in excess of one hundred fifty thousand dollars
      ($150,000);

            


    

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              provided, however, that
      the Beneficiary of any deceased Employee or of any deceased former
      Employee who was included as a key employee by reason of this Section
      shall also be included as a key employee; provided, further, that
      an Employee or former Employee shall only be included as a key employee to
      the extent required by Section 416(i) of the Code.  For
      purposes of this Section, the term "required aggregation group" shall
      include:

            


    

     

    
      	
               
      

            	
              (g)

            	
              all
      qualified retirement plans maintained by the Group in which a key employee
      (as such term is defined above) is a participant; provided, however, that
      the term "required aggregation group" shall also include all qualified
      retirement plans previously maintained by the Group but terminated within
      the five (5) year period ending on the determination date (as such term is
      defined above) in which a key employee (as such term is defined above) was
      a participant; and

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      other qualified retirement plans maintained by the Group which enable any
      qualified retirement plan described in Subsection (g) above to meet the
      requirements of Section 401(a)(4) or Section 410 of the
    Code.

            


    

     

    For
purposes of this Section, the term "permissive aggregation group" shall include
all qualified retirement plans that are part of a required aggregation group (as
such term is defined above) and any other qualified retirement plan or plans
maintained by the Group if such group will continue to meet the requirements of
Sections 401(a)(4) and 410 of the Code.  Solely for the purpose of
determining if the Plan or any other qualified retirement plan included in a
required aggregation group of which the Plan is a part is Top-Heavy (within the
meaning of Section 416(g) of the Code), the Accrued Benefit of any Employee
other than a key employee (within the meaning of Section 416(i)(1) of the Code)
shall be determined under:

     

    
      	
               
      

            	
              (i)

            	
              the
      method, if any, that uniformly applies for accrual purposes under all
      qualified retirement plans maintained by the Group,
  or

            


    

     

    
      	
               
      

            	
              (j)

            	
              if
      there is no such method, as if such benefit accrued not more rapidly than
      the slowest accrual rate permitted under the fractional accrual rule of
      Section 411(b)(1)(C)of the Code.

            


    

     

    
      	
              17.3

            	
              Accrued
      Benefits.  For purposes of this Article, accrued benefits
      with respect to any Plan Year shall be determined as of the determination
      date (as such term is defined in Section 17.2) for that Plan Year based on
      the Participant Account balances as of the most recent Valuation Date
      within a consecutive twelve (12) month period ending on such determination
      date; provided, however, that
      such Participant Account balances shall be adjusted to the extent required
      by Section 416 of the Code to increase the Participant Account balances by
      the amount of any Company contributions and of any rollovers (other than
      rollovers initiated by a Participant from any qualified retirement plan
      maintained by an unrelated employer) made and allocated after the
      Valuation Date but on or before such determination date and by any
      distributions made to a Participant before the most recent Valuation Date
      during any of the five (5) consecutive Plan Years immediately preceding
      the Plan Year for which the determination as to whether the
      Plan

            


    

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              is
      a Top-Heavy Plan is being made (including distributions from a terminated
      plan which if not terminated would have been part of a required
      aggregation group (as such term is defined in Section 17.2)) and to reduce
      the Participant Account balances by any rollovers made on or before the
      Valuation Date which are initiated by a Participant from any qualified
      retirement plan maintained by an unrelated
  employer.

            


    

     

    
      	
              17.4

            	
              Vesting
      Provisions.  With respect to any Plan Year in which the
      Plan is determined to be a Top-Heavy Plan, a Participant's vested
      percentage in his Participant Account shall not be less than one hundred
      percent (100%) after he has completed at least three (3) Years of Service
      or a three (3) year or more Period of Service, as the case may be; provided, however, that
      if the Plan becomes a Top-Heavy Plan and subsequently ceases to be
      such:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      vesting schedule shown above shall continue to apply but only with respect
      to those Participants who had completed three (3) or more Years of Service
      or a three (3) year or more Period of Service, as the case may be, as of
      the last calendar day of the final Top-Heavy Plan
  Year,

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      vesting schedule shown above shall continue to apply but only with respect
      to the accrued benefits of all other Participants as of the last calendar
      day of the final Top-Heavy Plan Year,
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      vesting schedule in Section 9.3 shall apply to any additional accrued
      benefits of the Participants described in Subsection (b) above which
      accrue after the final Top-Heavy Plan
Year.

            


    

     

    
      	
              17.5

            	
              Minimum
      Contribution.  The minimum amount of Company
      contributions and forfeitures, if applicable, to be allocated to the
      Participant Account of any non-key employee (as such term is defined in
      Section 17.2), regardless of his Section 415 Compensation, regardless of
      his Hours of Service, and regardless whether he is accruing a top heavy
      minimum benefit under any qualified defined benefit plan maintained by the
      Group, who is eligible to participate in the Plan during the Plan Year and
      who had not terminated employment with the Group as of the last calendar
      day of the Plan Year, including any Company contributions and forfeitures,
      if applicable, allocated to such Participant under any other qualified
      defined contribution plans maintained by the Group, in any Plan Year
      during which the Plan is a Top-Heavy Plan shall not be less than three
      percent (3%) of such Participant's Section 415 Compensation in such Plan
      Year; provided, however, that
      the percentage of Section 415 Compensation allocated to the Participant
      Account of any Participant who is not a key employee (as such term is
      defined in Section 17.2) under this Section with respect to such Plan Year
      shall not exceed the highest percentage of Section 415 Compensation
      allocated to the Participant Account of any Participant who is a key
      employee (as such term is defined in Section 17.2) in such Plan Year,
      including Company contributions made under Section
  5.1.

            


    

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    


    
      ARTICLE
XVIII

    

    MINIMUM
DISTRIBUTION REQUIREMENTS

     

    
      	
              18.1

            	
              General
      Rules.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Precedence.  The
      requirements of this Article will take precedence over any inconsistent
      provisions of the Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Requirements of
      Treasury Regulations Incorporated.  All distributions
      required under this Article will be determined and made in accordance with
      the Treasury Regulations under Section 401(a)(9) of the
    Code.

            


    

     

    
      	
               
      

            	
              (c)

            	
              TEFRA Section
      242(b)(2) Elections.  Notwithstanding the other
      provisions of this Article, distributions may be made under a designation
      made before January 1, 1984, in accordance with Section 242(b)(2) of
      the Tax Equity and Fiscal Responsibility Act ("TEFRA") and the provisions
      of the Plan that relate to Section 242(b)(2) of
  TEFRA.

            


    

     

    
      	
              18.2

            	
              Time and Manner of
      Distribution.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Required Beginning
      Date.  The Participant's entire nonforfeitable interest
      will be distributed, or begin to be distributed, to the Participant no
      later than the Participant's required beginning date (as defined in
      Section 18.6).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Death of Participant
      Before Distributions Begin.  If the Participant dies
      before distributions begin, the Participant's entire nonforfeitable
      interest will be distributed, or begin to be distributed, no later than as
      follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      the Participant's surviving Spouse is the Participant's sole designated
      Beneficiary (as defined in Section 18.5), then distributions to the
      surviving Spouse will begin by December 31 of the calendar year
      immediately following the calendar year in which the Participant died, or
      by December 31 of the calendar year in which the Participant would
      have attained age seventy and one-half (70-1/2) , if
  later.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      the Participant's surviving Spouse is not the Participant's sole
      designated Beneficiary, then distributions to the designated Beneficiary
      will begin by December 31 of the calendar year immediately following
      the calendar year in which the Participant
died.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              If
      there is no designated Beneficiary as of September 30 of the year
      following the year of the Participant's death, the Participant's entire
      nonforfeitable interest will be distributed by December 31 of the
      calendar year containing the fifth (5th)
      anniversary of the Participant's death; provided, however, that
      calendar year 2009 shall not be included in determining such fifth (5th)
      anniversary of the Participant's
death.

            


    

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (iv)

            	
              If
      the Participant's surviving Spouse is the Participant's sole designated
      Beneficiary and the surviving Spouse dies after the Participant but before
      distributions to the surviving Spouse begin, this Section 18.2(b), other
      than Section 18.2(b)(i), will apply as if the surviving Spouse were the
      Participant.

            


    

     

    For
purposes of this Section 18.2(b) and Section 18.4, unless Section 18.2(b)(iv)
applies, distributions are considered to begin on the Participant's required
beginning date.  If Section 18.2(b)(iv) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving Spouse under Section 18.2(b)(i).  If distributions under an
annuity purchased from an insurance company irrevocably commence to the
Participant before the Participant's required beginning date (or to the
Participant's surviving Spouse before the date distributions are required to
begin to the surviving Spouse under Section 18.2(b)(i)), the date distributions
are considered to begin is the date distributions actually
commence.

     

    
      	
               
      

            	
              (c)

            	
              Forms of
      Distribution.  Unless the Participant's interest is
      distributed in the form of an annuity purchased from an insurance company
      or in a single sum on or before the required beginning date, as of the
      first distribution calendar year (as defined in Section 18.5)
      distributions will be made in accordance with Sections 18.3 and 18.4 of
      this Article.  If the Participant's interest is distributed in
      the form of an annuity purchased from an insurance company, distributions
      thereunder will be made in accordance with the requirements of Section
      401(a)(9) of the Code and the Treasury
  Regulations.

            


    

     

    
      	
              18.3

            	
              Required Minimum
      Distributions During Participant's
  Lifetime.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Amount of Required
      Minimum Distribution For Each Distribution Calendar
      Year.  During the Participant's lifetime, the minimum
      amount that will be distributed for each distribution calendar year is the
      lesser of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      quotient obtained by dividing the Participant's Account Balance by the
      distribution period in the Uniform Lifetime Table set forth in Section
      1.401(a)(9)-9 of the Treasury Regulations, using the Participant's age as
      of the Participant's birthday in the distribution calendar year;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Participant's sole designated Beneficiary for the distribution
      calendar year is the Participant's Spouse, the quotient obtained by
      dividing the Participant's Account Balance by the number in the Joint and
      Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
      Regulations, using the Participant's and Spouse's attained ages as of the
      Participant's and Spouse's birthdays in the distribution calendar year;
      provided,
      however,
      that under no circumstances shall the distribution exceed the
      nonforfeitable portion of the Participant's Account
    Balance.

            


    

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (b)

            	
              Lifetime Required
      Minimum Distributions Continue Through Year of Participant's
      Death.  Required minimum distributions will be determined
      under this Section 18.3 beginning with the first distribution calendar
      year and up to and including the distribution calendar year that includes
      the Participant's date of death.

            


    

     

    
      	
              18.4

            	
              Required Minimum
      Distributions After Participant's
Death.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Death On or After Date
      Distributions Begin.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Participant Survived
      by Designated Beneficiary.  If the Participant dies on or
      after the date distributions begin and there is a designated Beneficiary,
      the minimum amount that will be distributed for each distribution calendar
      year after the year of the Participant's death is the quotient obtained by
      dividing the Participant's Account Balance by the longer of the remaining
      life expectancy (as defined in Section 18.6) of the Participant or the
      remaining life expectancy of the Participant's designated Beneficiary,
      determined as follows:

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      Participant's remaining life expectancy is calculated using the age of the
      Participant in the year of death, reduced by one (1) for each subsequent
      year.

            


    

     

    
      	
               
      

            	
              (B)

            	
              If
      the Participant's surviving Spouse is the Participant's sole designated
      Beneficiary, the remaining life expectancy of the surviving Spouse is
      calculated for each distribution calendar year after the year of the
      Participant's death using the surviving Spouse's age as of the Spouse's
      birthday in that year.  For distribution calendar years after
      the year of the surviving Spouse's death, the remaining life expectancy of
      the surviving Spouse is calculated using the age of the surviving Spouse
      as of the Spouse's birthday in the calendar year of the Spouse's death,
      reduced by one (1) for each subsequent calendar
  year.

            


    

     

    
      	
               
      

            	
              (C)

            	
              If
      the Participant's surviving Spouse is not the Participant's sole
      designated Beneficiary, the designated Beneficiary's remaining life
      expectancy is calculated using the age of the Beneficiary in the year
      following the year of the Participant's death, reduced by one (1) for each
      subsequent year.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              No Designated
      Beneficiary.  If the Participant dies on or after the
      date distributions begin and there is no designated Beneficiary as of
      September 30 of the year after the year of the Participant's death, the
      minimum amount that will be distributed for each distribution calendar
      year after the year of the Participant's death is the quotient obtained by
      dividing the Participant's Account Balance by the Participant's remaining
      life

            


    

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              expectancy
      calculated using the age of the Participant in the year of death, reduced
      by one (i) for each subsequent
year.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Death Before Date
      Distributions Begin.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Participant Survived
      by Designated Beneficiary.  If the Participant dies
      before the date distributions begin and there is a designated Beneficiary,
      the minimum amount that will be distributed for each distribution calendar
      year after the year of the Participant's death is the quotient obtained by
      dividing the Participant's Account Balance by the remaining life
      expectancy of the Participant's designated Beneficiary, determined as
      provided in Section 18.4(a).

            


    

     

    
      	
               
      

            	
              (ii)

            	
              No Designated
      Beneficiary.  If the Participant dies before the date
      distributions begin and there is no designated Beneficiary as of September
      30 of the year following the year of the Participant's death, distribution
      of the Participant's entire nonforfeitable interest will be completed by
      December 31 of the calendar year containing the fifth (5th)
      anniversary of the Participant's death; provided, however, that
      calendar year 2009 shall not be included in determining such fifth (5th)
      anniversary of the Participant's
death.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Death of Surviving
      Spouse Before Distributions to Surviving Spouse Are Required to
      Begin.  If the Participant dies before the date
      distributions begin, the Participant's surviving Spouse is the
      Participant's sole designated Beneficiary, and the surviving Spouse dies
      before distributions are required to begin to the surviving Spouse under
      Section 18.2(b)(i), this Section 18.4(b) will apply as if the surviving
      Spouse were the Participant.

            


    

     

    
      	
              18.5

            	
              Special Rule for
      Required Minimum Distributions in
2009.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Required
      minimum distribution payments shall not be made for Participants and
      Beneficiaries for 2009 unless such Participants and/or Beneficiaries
      voluntarily elect to receive such payments by following the procedures
      established by the Plan
Administrator.

            


    

     

    
      	
               
      

            	
              (b)

            	
              To
      the extent a required minimum distribution payment is paid in
      installments, for 2009 distributions, such payments shall continue unless
      such Participant and/or Beneficiary elects to suspend such installment
      payments by following the procedures established by the Plan
      Administrator.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      distribution that would otherwise constitute a required minimum
      distribution for 2009, may be directly rolled over to an eligible
      retirement plan by following the procedures established by the Plan
      Administrator.

            


    

     

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    


    
      	
              18.6

            	
              Definitions.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Designated
      Beneficiary.  The individual who is designated as the
      Beneficiary under Section 9.7 of the Plan and is the designated
      Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-l,
      Q&A-4, of the Treasury
Regulations.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Distribution calendar
      year.  A calendar year for which a minimum distribution
      is required.  For distributions beginning before the
      Participant's death, the first distribution calendar year is the calendar
      year immediately preceding the calendar year which contains the
      Participant's required beginning date.  For distributions
      beginning after the Participant's death, the first distribution calendar
      year is the calendar year in which distributions are required to begin
      under Section 18.2(b).  The required minimum distribution for
      the Participant's first distribution calendar year will be made on or
      before the Participant's required beginning date.  The required
      minimum distribution for other distribution calendar years, including the
      required minimum distribution for the distribution calendar year in which
      the Participant's required beginning date occurs, will be made on or
      before December 31 of that distribution calendar
  year.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Life
      expectancy.  Life expectancy as computed by use of the
      Single Life Table in Section 1.401(a)(9)-9 of the Treasury
      Regulations.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Participant's Account
      Balance.  The aggregate value of that Participant's
      Participant Accounts as of the last Valuation Date in the calendar year
      immediately preceding the distribution calendar year ("valuation calendar
      year") increased by the amount of any contributions made and allocated or
      forfeitures allocated to the Participant Accounts as of dates in the
      valuation calendar year after the Valuation Date and decreased by
      distributions made in the valuation calendar year after the Valuation
      Date.  The Participant's Account Balance for the valuation
      calendar year includes any amounts rolled over or transferred to the Plan
      either in the valuation calendar year or in the distribution calendar year
      if distributed or transferred in the valuation calendar
    year.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Required beginning
      date.  The date specified in Section 9.8 of the
      Plan.

            


    

     

    ARTICLE
XIX

    ESOP
PROVISIONS

     

    
      	
              19.1

            	
              Establishment of
      ESOP.  The portion of this Plan held and invested in
      Company Stock Fund shall continue to be invested primarily in Vectren
      Stock and is intended to be an employee stock ownership plan within the
      meaning of Code Section 4975(e)(7) and shall be subject to the terms and
      conditions set forth in this Article XIX.  Any amount
      transferred from Company Stock Fund to any other investment fund shall no
      longer be treated as part of an employee stock ownership plan and shall
      cease to be subject to this Article
XIX.

            


    

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    


    
      	
              19.2

            	
              Payment and
      Reinvestment of Dividends.  Any cash Dividends (as that
      term is defined in Section 19.9) paid with respect to shares of Vectren
      Stock allocated to a Participant's ESOP Subaccount (as that term is
      defined in Section 19.9) may, as determined by the Plan Administrator, be
      either paid directly in cash to Participants on a non-discriminatory basis
      or paid to the Trust Fund.  If any Dividend is paid to the Trust
      Fund, the Plan Administrator may, in its discretion (and in accordance
      with such rules as it may adopt and uniformly apply), give all
      Participants (and their Beneficiaries) who have vested ESOP Subaccount
      balances the option either to (a) receive a cash distribution of
      Dividends paid with respect to Vectren Stock allocated to the
      Participant's or Beneficiary's ESOP Dividend Subaccounts (as that term is
      defined in Section 19.9), with such distribution made as soon as
      administratively practicable after the Dividend is paid to the Trust Fund
      but no later than ninety (90) days after the end of the Plan Year in which
      the Dividend is paid to the Trust Fund, or (b) have such cash
      Dividends reinvested in Vectren
Stock.

            


    

     

    
      	
              19.3

            	
              Special Allocation
      Rules.  Notwithstanding any other provision in this Plan
      to the contrary, no Vectren Stock acquired by this Plan in a sale to which
      Section 1042 of the Code applies may be allocated directly or indirectly
      under this Plan:

            


    

     

    
      	
               
      

            	
              (a)

            	
              during
      the non allocation period (as such term is defined below), for the benefit
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Participant who makes an election under Section 1042(a) of the Code with
      respect to Vectren Stock sold to this Plan,
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Participant who is related to the Participant making the election under
      Section 1042(a) of the Code or to the deceased Participant (within the
      meaning of Section 267(b) of the Code); provided, however, that
      this Subsection (a)(ii) shall not apply to any Participant who is a
      lineal descendent of a Participant as long as the aggregate amount
      allocated to the benefit of all such lineal descendants during the non
      allocation period (as such term is defined below) does not exceed more
      than five percent (5%) of the Vectren Stock (or amounts allocated in lieu
      thereof) held by this Plan which are attributable to the sale to this Plan
      by any person related to such descendants (within the meaning of Section
      267(c)(4) of the Code) in a transaction to which Section 1042 of the Code
      applies,

            


    

     

    or

     

    
      	
               
      

            	
              (b)

            	
              for
      the benefit of any Participant who owns (after the application of the
      attribution rules contained in Section 318(a) of the Code, but
      disregarding Section 318(a)(2)(B)(i) of the Code) more than twenty five
      percent (25%) of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      class of the outstanding stock of Vectren Corporation or of any other
      corporation which is a member of a controlled group of corporations
      (within the meaning of Section 409(l)(4) of the Code) which includes
      Vectren Corporation, or

            


    

     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (ii)

            	
              the
      total value of any class of outstanding stock of Vectren Corporation or of
      any other corporation which is a member of the controlled group of
      corporations (within the meaning of Section 409(l)(4) of the Code) which
      includes Vectren Corporation.

            


    

     

    For
purposes of this Section 19.3, the "non allocation period" shall mean a period
beginning on the date of the sale of the Vectren Stock to the Plan and ending on
the later of:

     

    
      	
               
      

            	
              (c)

            	
              the
      date which is ten (10) years after the sale of the Vectren Stock to this
      Plan to which Section 1042 of the Code applies,
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      date of the Plan allocation of Vectren Stock attributable to the final
      payment of any acquisition indebtedness incurred in connection with a sale
      of such Vectren Stock to this Plan to which Section 1042 of the Code
      applies.

            


    

     

    For
purposes of this Section 19.3, a Participant shall be deemed to be a twenty-five
percent (25%) or greater shareholder if such Participant owns more than
twenty-five percent (25%) of the shares at any time during a one (1) year period
ending:

     

    
      	
               
      

            	
              (e)

            	
              on
      the date of a sale of the Vectren Stock to this Plan to which Section 1042
      of the Code applies, or

            


    

     

    
      	
               
      

            	
              (f)

            	
              on
      the date as of which the Vectren Stock sold to this Plan through a sale to
      which Section 1042 of the Code applies is allocated to
      Participants.

            


    

     

    The
provisions contained in this Section 19.3 shall be interpreted consistent with
and in accordance with Section 409(n) of the Code.

     

    
      	
              19.4

            	
              Right of First
      Refusal.  If any recipient of shares of Vectren Stock
      from this Plan elects at any time to sell all or any part of such shares,
      the Trustee shall have a right of first refusal to purchase all or any
      part of such shares of Vectren Stock for the Trust Fund.  The
      price to be paid by the Trustee for shares of Vectren Stock purchased
      pursuant to this Section 19.4 shall be no less than the greater
      of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      fair market value of such shares of Vectren Stock at the date of their
      purchase, or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      price offered to the recipient by another potential buyer (other than an
      Employer) making a good faith, bona fide offer to
      buy such shares of Vectren Stock, and the terms of the purchase may not be
      less favorable to the recipient than the terms offered in the bona fide
      offer.  This right of first refusal shall lapse no later than
      fourteen (14) calendar days after the recipient gives written notice to
      the Trustee that an offer by a third party to purchase his shares of
      Vectren Stock has been received.  The right of first refusal
      granted by this Section 19.4 shall only exist if the Vectren Stock is not
      publicly traded within the meaning of Treasury Regulations §
      54.4975-7(b)(1)(iv).

            


    

     

    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        

      

    


    
      	
              19.5

            	
              Put
      Options.  Vectren Corporation shall issue a put option to
      any Participant, Beneficiary, surviving Spouse or estate of a deceased
      Participant, or any other person (including distributees of an estate) to
      whom shares of Vectren Stock distributed under this Plan may pass by
      reason of a Participant's death (herein collectively referred to as the
      "Recipient").  This put option shall permit the Recipient to
      sell such Vectren Stock to Vectren Corporation, at any time during two (2)
      option periods, at the then fair market value.  The first put
      option period shall be a period of at least sixty (60) calendar days
      beginning on the actual date of distribution of such Vectren Stock to the
      Recipient.  The second put option period shall be a period of at
      least sixty (60) calendar days beginning after the determination of the
      fair market value of such Vectren Stock is made by the Plan Administrator
      (and notice of same is given in writing to the Recipient) for the next
      succeeding Plan Year.  Such Recipient shall be deemed to have a
      put option as herein provided with respect to the shares of Vectren Stock
      and may exercise this put option by delivering to Vectren Corporation a
      written notice of his election to sell such shares of Vectren Stock, or
      any portion thereof, together with the certificates representing the
      shares of Vectren Stock to be sold duly endorsed for
      transfer.  Vectren Corporation shall be obligated to purchase
      the shares of Vectren Stock, or the designated portion thereof, at their
      fair market value at the date the put option is exercised; provided, however, that
      Vectren Corporation may grant the Trustee an option to assume on behalf of
      this Plan and Trust Vectren Corporation's rights and obligations with
      respect to the put option at the date the put option is actually exercised
      by the Recipient.  Except as hereinafter provided, Vectren
      Corporation (or the Trustee, if it assumes Vectren Corporation's
      obligation) shall pay for the shares of Vectren Stock so sold to it by
      check within thirty (30) calendar days following the date of
      sale.  Notwithstanding anything contained herein to the
      contrary, Vectren Corporation (or, if applicable, the Trustee) may pay the
      purchase price in substantially equal periodic payments (not less
      frequently than annually) over a period beginning not later than thirty
      (30) calendar days after the exercise of the put option and not exceeding
      five (5) years as long as reasonable interest is paid on the unpaid
      amounts and adequate security is provided to the Recipient.  If
      the Vectren Stock is readily tradeable on an established market on the
      date of distribution, the put option granted by this Section 19.5 shall
      not exist; provided, however, that
      if the Vectren Stock ceases to be publicly traded within either of the
      sixty (60) day calendar periods as provided herein, Vectren Corporation
      shall notify the Recipient in writing within a reasonable time after the
      Vectren Stock ceases to be so publicly traded that the Vectren Stock shall
      be subject to the put option for the remainder of the applicable sixty
      (60) day calendar period.  If the date of actual written notice
      to the Recipient by Vectren Corporation is later than ten (10) calendar
      days after the Vectren Stock ceases to be so publicly traded, the put
      option shall automatically be extended to the extent that the date on
      which written notice is actually given to the Recipient is more than ten
      (10) calendar days later.

            


    

     

    
      	
              19.6

            	
              Diversification of
      ESOP Contributions Subaccount.  This Section 19.6 shall
      apply for Plan Years beginning prior to January 1, 2007.  It is
      intended that Article VI of this Plan shall permit a Participant to direct
      the investment and reinvestment of his entire
  ESOP

            


    

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Subaccount
      and the portion of his ESOP Dividend Subaccount that he had previously
      directed be reinvested in Vectren Stock pursuant to Section 19.2(b) as of
      any business day so as to satisfy the requirements of Section 401(a)(28)
      of the Code.  To the extent Article VI is amended in any manner
      so that Section 401(a)(28) of the Code is no longer satisfied with respect
      to a Participant's ESOP Subaccount or the portion of his ESOP Dividend
      Subaccount that he previously directed be reinvested in Vectren Stock
      pursuant to Section 19.2(b), this Section 19.6 shall apply and a
      Participant who has attained age fifty five (55) and who has completed at
      least ten (10) years of participation in this Plan shall be permitted to
      elect that during a six (6) year period beginning with the Plan Year
      during which he had obtained age fifty five (55) or, if later, during
      which he completed his tenth (10th) year of participation in this Plan
      that a portion of his vested ESOP Subaccount and ESOP Dividend Subaccount
      be reinvested in any Fund (or, if such reinvestment would not satisfy the
      requirements of Section 401(a)(28)(B)(ii)(II) of the Code, that it be
      distributed).  In the first Plan Year for which the Participant
      has an election under this Section 19.6, the Participant may elect
      reinvestment of up to twenty-five percent (25%) of his vested ESOP
      Subaccount and ESOP Dividend Subaccount as of the end of such Plan
      Year.  In the second (2nd), third (3rd), fourth (4th) and fifth
      (5th) Plan Year for which the Participant has an election under this
      Section 19.6, the Participant may elect reinvestment which, when
      aggregated to any earlier reinvestment rights granted by reason of this
      Section 19.6, does not exceed twenty-five percent (25%) of the vested
      balance held in his ESOP Subaccount and ESOP Dividend Subaccount as of the
      end of the Plan Year for which the election is made.  In the
      final Plan Year for which a Participant has an election under this Section
      19.6, the Participant may elect reinvestment of an amount which, when
      aggregated with any other reinvestment rights granted made by reason of
      this Section 19.6, does not exceed fifty percent (50%) of his vested ESOP
      Subaccount and ESOP Dividend Subaccount balance as of the end of such Plan
      Year.  The Trustee shall provide Participants eligible for an
      election under this Section 19.6 with information relating to the election
      before the end of the first Plan Year for which the election
      relates.  A Participant electing reinvestment under this Section
      19.6 shall have until the ninetieth (90th) calendar day immediately
      following the end of the Plan Year for which the election is made to make
      his election.  Any distribution made by reason of this Section
      19.6 shall be in cash and shall be made within one hundred eighty (180)
      calendar days after the end of the Plan Year for which the election is
      made.

            


    

     

    
      	
              19.7

            	
              Special Forfeiture
      Rules.  If any portion of a Participant's Account is
      forfeited in accordance with Section 9.4, any Vectren Stock in his ESOP
      Subaccount or ESOP Dividend Subaccount shall be forfeited only after the
      portion of his Account invested other than in Company Stock Fund is
      forfeited.

            


    

     

    
      	
              19.8

            	
              Tender
      Offer.

            


    

     

    Each
Participant (or, if applicable, his Beneficiary) shall have the right to direct
the Trustee as to whether the shares of Vectren Stock which are allocated to his
ESOP Subaccount or ESOP Dividend Subaccount are to be tendered pursuant to any
tender offer made for the Vectren Stock.  The Trustee shall as soon as
practical (and in no event later than five (5) calendar days) after its receipt
of the tender offer documents cause to be prepared and delivered to each
Participant (and, if applicable, his Beneficiary) who

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    


    has an
ESOP Subaccount or ESOP Dividend Subaccount as of the date of the tender offer a
copy of all relevant information as to the tender offer and a written election
form which will direct the Trustee as to whether it should tender the shares of
Vectren Stock held in such Participant's ESOP Subaccount or ESOP Dividend
Subaccount.  To the extent permitted by applicable law, the shares of
Vectren Stock for which no direction is received by the Participant (or, if
applicable, his Beneficiary) or held by the Trustee in any unallocated account
shall be tendered in proportion to the tendering directions received by the
Trustee with respect to the allocated shares of Vectren Stock.  The
Trustee shall take steps to keep a Participant's decision whether or not to
tender shares of Vectren Stock confidential and shall not provide the
information to the Employer.

     

    
      	
              19.9

            	
              Additional
      Definitions.  For purposes of this Article XIX, the
      following capitalized terms shall have the following
    meanings:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Dividends shall
      mean, with respect to Vectren Stock, any dividend as described in Code
      Section 316 unless otherwise provided in Code Section
    404(k).

            


    

     

    
      	
               
      

            	
              (b)

            	
              ESOP Dividend
      Subaccount shall mean with respect to a Participant the portion of
      his Participant Account to which Dividends are allocated and either
      reinvested in Vectren Stock or distributed to the
      Participant.  A Participant's ESOP Dividend Subaccount shall be
      fully vested and nonforfeitable at all
times.

            


    

     

    
      	
               
      

            	
              (c)

            	
              ESOP Subaccount
      shall mean with respect to a Participant the portion of his Account
      invested in Company Stock Fund, other than his ESOP Dividend
      Subaccount.

            


    

     

    This
amended and restated Plan has been adopted this 10th day of December, 2009 to be
effective as of January 1, 2009.

     

    
       

      
        
          	 
      	
                  VECTREN
      CORPORATION

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   /s/
      Niel C. Ellerbrook 

                
	 
      	 
      	
                  Niel
      C. Ellerbrook

                  Chief
      Executive Officer

                


        

      

      


    

     

     


    
      
        
        

         


      

      
        -80-

        
          

        

      

      
         


      

    


    VECTREN
CORPORATION

    RETIREMENT
SAVINGS PLAN


     

    EXHIBIT
A

     

    The
following are the Participating Companies in the Plan:

     

    (1)           Vectren
Corporation, effective July 1, 1986

     

    (2)           Indiana
Gas Company, Inc., effective July 1, 1986

     

    (3)           Vectren
Enterprises, Inc. (formerly IEI Investments, Inc.), effective April 28,
1986

     

    (4)           Southern
Indiana Gas and Electric Company, effective July 1, 2000

     

    (5)           Vectren
Energy Delivery of Ohio, Inc., effective October 1, 2000

     

    (6)           Vectren
Utility Holdings, Inc., effective July 1, 2000

     

    (7)           Vectren
Fuels, Inc., effective January 1, 2002

     

    (8)           Vectren
Retail, LLC d/b/a Vectren Source, LLC, effective January 1,
2002

     


    
      
        
        

         


      

      
        -81-

        
          

        

      

      
         


      

    


    VECTREN
CORPORATION

    RETIREMENT
SAVINGS PLAN


     

    EXHIBIT
B

     

    The
following participants have elected not to receive the three percent (3%)
Company contribution under Section 5.3:

     

    
      	 	
              EMPLOYEE
      NAME

            
	 	
              [Names
      omitted.]

            


       

      
        
          
          

        

        
          -82-

          
            

          

        

        
          
          

        

      

       



    VECTREN
CORPORATION

     

    RETIREMENT
SAVINGS PLAN

     

    


     

    EXHIBIT
C

     

    Employees
for the following Participating Companies shall not be eligible for the three
percent (3%) annual contributions described in Section 5.3(a) of the
Plan:

     

    (1)           Vectren
Fuels, Inc.

     

    (2)           Vectren
Retail, LLC

     

     

    -83-