vc_8k1218ex102.htm


    Exhibit
10.2

     

    


     

    VECTREN
CORPORATION

    NONQUALIFIED DEFINED BENEFIT
RESTORATION PLAN

    (AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2005)

     

    Effective
January 1, 2001, Vectren Corporation (the “Company”) adopted the Vectren
Corporation Nonqualified Defined Benefit Restoration Plan (the
“Plan”).  Pursuant to rights reserved under Section 5.01 of the Plan,
the Company hereby amends and completely restates the Plan, effective
January 1, 2005 (the “Restatement Effective Date”), to provide, in its
entirety, as follows:

     

     

    PREAMBLE

     

    This Plan
is an unfunded supplemental retirement plan for a select group of management
employees of Vectren Corporation (the “Company”) and of its affiliated entities
(the Company and its affiliated entities are collectively referred to as the
“Employers”) and is designed to meet applicable exemptions under Sections
201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of the Employee Retirement Income
Security Act of 1974, as amended, (“ERISA”) and under Department of Labor
Regulation Section 2520.104-23.

     

    This Plan
is intended to comply with the terms of Section 409A of the Code and it should
be interpreted and administered in all respects possible to be in
compliance.  In the event any provision is inconsistent with Section
409A of the Code, then the Company shall use its best efforts to amend the Plan
to bring it into compliance and each Participant hereof agrees to any such
amendment.

     

    The Plan
as set forth herein shall apply to benefits under the Plan, the payment of which
commences on or after the Restatement Effective Date. Benefits for which
payments commence prior to the Restatement Effective Date shall be determined in
accordance with the provisions

     



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    and
administration of the Plan prior to the Restatement Effective Date, taking into
account the provisions of the paragraph next below.

     

    While it
is the intention that all amounts deferred under the Plan will be subject to the
provisions of Section 409A of the Code and applicable guidance issued
thereunder, regardless of whether such amounts were deferred (within the meaning
of Section 409A of the Code) on, prior to, or after January 1, 2005, amounts
deferred as of December 31, 2004 with respect to Participants who terminated
employment on or before December 31, 2004, for whom no amounts are deferred
after December 31, 2004, and whose entire benefit under this Plan vested on or
before December 31, 2004 are not intended to be subject to the provisions
of Section 409A of the Code, and such amounts shall continue to be subject to
the terms and conditions of the Plan as in effect prior to January 1,
2005.

     

     

    ARTICLE
I

    DEFINITIONS

     

    Section
1.01     Administrator.  
 The term “Administrator” means the Company, which shall have the sole
authority to manage and to control the operation and administration of this
Plan.

     

    Section
1.02     Beneficiary.  
 The term “Beneficiary” means the person or persons designated in
accordance with Section 3.06 to receive benefits following the death of the
Participant.

     

    Section
1.03     Board.  
The term “Board” means the Board of Directors of the Company.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Section
1.04     Cause.  
The term “Cause” means a termination of a Participant’s employment because of
embezzlement, fraud, dishonesty or conviction of a felony.

     

    Section
1.05     Code.   The
term “Code” means the Internal Revenue Code of 1986 as now in effect or
hereafter amended and shall also include all regulations promulgated
thereunder.

     

    Section
1.06     Company.  
The term “Company” means Vectren Corporation and any successors
thereto.

     

    Section
1.07     Company Pension
Plan.  
The term “Company Pension Plan” means the Vectren Corporation Combined
Non-Bargaining Retirement Plan now in effect or as hereafter
amended.

     

    Section
1.08     Company Pension Plan
Benefit.  
The term “Company Pension Plan Benefit” means the aggregate benefit payable to a
Participant pursuant to the Company Pension Plan by reason of his termination of
employment with the Company; provided, however, that for
purposes of determining the amount of a Type B Participant’s Company Pension
Plan Benefit, it shall be assumed that the Participant’s Company Pension Plan
Benefit is payable in the form of a straight life annuity over the lifetime of
the Participant only and that it commences at his Normal Retirement Date or, if
later, the first calendar day of the month coinciding with or next following his
termination of employment with his Employer.

     

    Section
1.09     Compensation.  
The term “Compensation” shall be determined in the same manner it is determined
under the Company Pension Plan, except that the following adjustments shall be
made:

     

    (a)           the
limits set forth in Section 401(a)(17) of the Code shall be
disregarded;

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           any
voluntary elective deferrals of Employer compensation or bonuses made by the
Participant shall be included as compensation in the calendar year of
deferral.

     

    Section 1.10    
Effective Date.  
The term “Effective Date” means January 1, 2001.

     

    Section
1.11     Employers.  
The term “Employers” means the Company and those of its affiliated entities
listed in Exhibit A who have adopted the Company Pension Plan.

     

    Section
1.12     ERISA.  
The term “ERISA” means the Employee Retirement Income Security Act of 1974 as
now in effect or hereafter amended and shall also include all regulations
promulgated thereunder.

     

    Section
1.13     Joint and One-Half Survivor
Annuity.  
The term “Joint and One-Half Survivor Annuity” means the form of payment in
which a monthly income is payable for the lifetime of the Participant and
continuing thereafter in an amount one-half (1/2) as large to such Participant’s
surviving Beneficiary or Spouse, if any, as applicable, for life.

     

    Section
1.14     Normal Retirement
Date.  
The term “Normal Retirement Date” means the first day of the month coinciding
with or next following the Participant’s sixty-fifth (65th)
birthday. 

     

    Section
1.15     Participant.  
The term “Participant” means any individual who is eligible for benefits under
Article II of this Plan.  There are two types of Participants in this
Plan -- Type A Participants and Type B Participants.  A Participant
shall be a Type A Participant if he is entitled to a Cash Balance Benefit under
the Company Pension Plan.  A Participant shall be a Type B Participant
if he is entitled to a benefit other than a Cash Balance Benefit under the
Company Pension Plan.  In some cases in which a Participant is
entitled to a Cash Balance

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Benefit
and a benefit other than a Cash Balance Benefit, the Participant shall be both a
Type A Participant and a Type B Participant, and the Participant shall have
benefits paid in accordance with Section 3.01 and Section 3.02.

     

    Section
1.16     Plan.    The
term “Plan” means the Vectren Corporation Nonqualified Defined Benefit
Restoration Plan.

     

    Section
1.17     Spouse.  
The term “Spouse” means the legal spouse of a Participant at the date of such
Participant’s death or, if earlier, the date on which his benefits under this
Plan begin.

     

    Section
1.18     Supplemental Retirement
Benefit.  
The term “Supplemental Retirement Benefit” means the benefit payable to a
Participant pursuant to this Plan by reason of his termination of employment
with the Employers for any reason other than death.

     

    Section
1.19     Termination of
Employment.  
The term “Termination of Employment” means a termination of services provided by
a Participant to his or her Employer, whether voluntarily or involuntarily,
other than by reason of death or Total and Permanent Disability, as determined
by the Administrator in accordance with Treas. Reg. §1.409A-1(h).  In
determining whether a Participant has experienced a Termination of Employment,
the following provisions shall apply:

     

    (a)           For
a Participant who provides services to an Employer as an Employee, except as
otherwise provided in part (c) of this Section, a Termination of Employment
shall occur when such Participant has experienced a termination of employment
with such Employer.  A Participant shall be considered to have
experienced a termination of employment when the facts and circumstances
indicate that the Participant and his or her Employer reasonably anticipate
that

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    either
(i) no further services will be performed for the Employer after a certain date,
or (ii) that the level of bona fide services the Participant will perform for
the Employer after such date (whether as an Employee or as an independent
contractor) will permanently decrease to less than 50% of the average level of
bona fide services performed by such Participant (whether as an Employee or an
independent contractor) over the immediately preceding 36-month period (or the
full period of services to the Employer if the Participant has been providing
services to the Employer less than 36 months).

     

    If a
Participant is on military leave, sick leave, or other bona fide leave of
absence, the employment relationship between the Participant and the Employer
shall be treated as continuing intact, provided that the period of such leave
does not exceed 6 months, or if longer, so long as the Participant retains a
right to reemployment with the Employer under an applicable statute or by
contract.  If the period of a military leave, sick leave, or other
bona fide leave of absence exceeds 6 months and the Participant does not retain
a right to reemployment under an applicable statute or by contract, the
employment relationship shall be considered to be terminated for purposes of
this Plan as of the first day immediately following the end of such 6-month
period.  In applying the provisions of this paragraph, a leave of
absence shall be considered a bona fide leave of absence only if there is a
reasonable expectation that the Participant will return to perform services for
the Employer. 

     

    (b)           For
a Participant who provides services to an Employer as an independent contractor,
except as otherwise provided in part (c) of this Section, a Termination of
Employment shall occur upon the expiration of the contract (or in the case of
more than one contract, all contracts) under which services are performed for
such Employer, provided that the

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    expiration
of such contract(s) is determined by the Administrator to constitute a
good-faith and complete termination of the contractual relationship between the
Participant and such Employer. 

     

    (c)           For
a Participant who provides services to an Employer as both an Employee and an
independent contractor, a Termination of Employment generally shall not occur
until the Participant has ceased providing services for such Employer as both as
an Employee and as an independent contractor, as determined in accordance with
the provisions set forth in parts (a) and (b) of this Section,
respectively.  Similarly, if a Participant either (i) ceases providing
services for an Employer as an independent contractor and begins providing
services for such Employer as an Employee, or (ii) ceases providing services for
an Employer as an Employee and begins providing services for such Employer as an
independent contractor, the Participant will not be considered to have
experienced a Termination of Employment until the Participant has ceased
providing services for such Employer in both capacities, as determined in
accordance with the applicable provisions set forth in parts(a) and (b) of this
Section.

     

    Notwithstanding
the foregoing provisions in this part (c), if a Participant provides services
for an Employer as both an Employee and as a director, to the extent permitted
by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a
director shall not be taken into account in determining whether the Participant
has experienced a Termination of Employment as an Employee, and the services
provided by such Participant as an Employee shall not be taken into account in
determining whether the Participant has experienced a Termination of Employment
as a director.

     

    (d)           For
the purpose of determining whether a Participant has experienced a Termination
of Employment, the term “Employer” shall mean:

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (i)           The
entity for which the Participant performs services and with respect to which the
legally binding right to compensation deferred or contributed under this Plan
arises; and

     

    (ii)           All
other entities with which the entity described above would be aggregated and
treated as a single employer under Code Section 414(b) (controlled group of
corporations) and Code Section 414(c) (a group of trades or businesses, whether
or not incorporated, under common control), as applicable.  In order
to identify the group of entities described in the preceding sentence, the
Administrator shall use an ownership threshold of at least 50% as a substitute
for the 80% minimum ownership threshold that appears in, and otherwise must be
used when applying, the applicable provisions of (A) Code Section 1563 for
determining a controlled group of corporations under Code Section 414(b), and
(B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are
under common control under Code Section 414(c).

     

    Any
reference in this Plan to a “termination of employment,” severance from
employment or separation from employment shall be deemed to mean a Termination
of Employment..

     

    Section
1.20     Total and Permanent
Disability.  
 The term “Total and Permanent Disability” means the Participant: (i) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months; or (ii) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months under
an accident and health plan covering employees of the Company.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Additional
capitalized terms used in this Plan, but not defined in this Article I, shall
have the same meaning as set forth in the Company Pension Plan.

     

     

    ARTICLE
II

    PARTICIPATION

     

    An
individual shall be eligible for benefits as a Participant under this Plan if
the individual is designated as a Participant by the Compensation and Benefits
Committee of the Board or by the Chief Executive Officer of the Company employed
by an Employer at a vice president or higher level and has annual Compensation
that exceeds or has ever exceeded the limits of Section 401(a)(17) of the
Code.  The individuals designated as Participants shall be listed on
Exhibit B.  Notwithstanding anything contained herein to the contrary,
a Participant shall not be eligible to Supplemental Retirement Benefits if his
Termination of Employment occurs before his entitlement to vested benefits under
the Company Pension Plan.

     

     

    ARTICLE
III

    SUPPLEMENTAL RETIREMENT
BENEFITS

     

    Section
1.21     Retirement Benefits for a
Type A Participant.   
Except as provided in Section 3.07, a Type A Participant shall be entitled to a
Supplemental Retirement Benefit, payable in the form provided in Section 3.03,
in an amount equal to the amount, if any, by which:

     

    (a)           the
single lump sum to which the Participant would have been entitled under the
Company Pension Plan had he elected payment of his Cash Balance Benefit in the
form of a single lump sum and had such Cash Balance Benefit:

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (i)           been
determined by substituting the definition of Compensation used in this Plan for
the definition used by the Company Pension Plan, and

     

    (ii)           not
been computed by giving effect to the limitations on benefits on tax qualified
retirement plans imposed by application of Sections 415 and 401(a)(4) of the
Code, 

     

    exceeds

     

    (b)           the
single lump sum that would be payable to the Participant under the Company
Pension Plan had he elected payment of his benefit in the form of a single lump
sum.

     

    The
amounts described in (a) and (b) shall be computed as of the date of
commencement of the Supplemental Retirement Benefit as determined in accordance
with Section 3.03; provided, however, that if
termination of employment is due to the Participant’s Total and Permanent
Disability, the amounts described in (a) and (b) shall be computed in accordance
with Section 3.05 of the Plan.

     

    Section
1.22     Retirement Benefits for a
Type B Participant.   
Except as provided in Section 3.07, a Type B Participant shall be entitled to a
Supplemental Retirement Benefit, payable in the form provided in Section 3.03,
in a monthly amount equal to the amount, if any, by which:

     

    (a)           the
monthly amount of the Company Pension Plan Benefit to which the Participant
would have been entitled under the Company Pension Plan had such Company Pension
Plan Benefit:

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (i)           been
determined by substituting the definition of Compensation used in this Plan for
the definition used by the Company Pension Plan, and

     

    (ii)           not
been computed by giving effect to the limitations on benefits on tax qualified
retirement plans imposed by application of Sections 415 and 401(a)(4) of the
Code, 

     

    exceeds

     

    (b)           the
monthly amount of the Company Pension Plan Benefit actually payable to the
Participant under the Company Pension Plan.

     

    The
amounts calculated in (a) and (b) shall be in the form of a straight life
annuity over the lifetime of the Participant only, commencing on his Normal
Retirement Date or, if later, on the first calendar day of the month next
following the month during which the Participant terminates his employment with
his Employer.

     

    The
amounts described in (a) and (b) shall be computed as of the date of termination
of employment of the Participant with his Employer in the form of a straight
life annuity payable over the lifetime of the Participant only with payments
commencing on his Normal Retirement Date or, if later, on the first (1st)
calendar day of the month next following the month during which the Participant
terminates his employment with his Employer; provided, however, that if
termination of employment is due to the Participant’s Total and Permanent
Disability, then the amounts described in (a) and (b) shall be computed in
accordance with Section 3.05 of the Plan.  If, after the commencement
of a Participant’s Supplemental Retirement Benefit and notwithstanding anything
contained herein to the contrary, his Company Pension Plan Benefit is adjusted
upward as a result of increases in the dollar limits set forth in Section
415(b)(1)(A) of

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    the Code,
the amount of his Supplemental Retirement Benefit shall be adjusted downward as
of each date on which his Company Pension Plan is adjusted to reflect his
enhanced Company Pension Plan Benefit.

     

    Section 1.23    
Form of Benefit.

     

    (a)           Type A
Participant.  The Supplemental Retirement Benefit payable to a
Type A Participant shall be paid in the form of a single lump sum cash payment
paid on the first (1st) calendar day of the first (1st) month subsequent to the
month of the Type A Participant’s termination of employment or, if properly
elected by the Participant at the time and in the manner and otherwise in
accordance with Section 3.09, in installments over a period of five (5) years or
of ten (10) years (as properly elected) with interest credited on the unpaid
installments, compounded annually, at seven and one-half percent (71⁄2%) per year,
with the first installment paid on the first (1st) calendar day of the first
(1st) month subsequent to the month in which occurs the Participant’s
termination of employment and continuing on each anniversary thereof until paid
in full.

     

    (b)           Type B
Participant.  The Supplemental Retirement Benefit payable to a
Type B Participant shall be paid in the life annuity form beginning on the first
(1st)  calendar day of the first (1st) month subsequent to the month
of the Type B Participant’s termination of employment; provided, however, that if
properly elected by the Participant at the time and in the manner and otherwise
in accordance with Section 3.09, in a Joint and One-Half Survivor Annuity form,
in a single lump sum payment calculated as of the date of Termination of
Employment paid on the first (1st) calendar day of the first (1st) month
subsequent to the month of the Type B Participant’s termination of employment or
in annual installments over five (5) or

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ten (10)
years (as properly elected), with the first installment paid on the first (1st)
calendar day of the first (1st) month subsequent to the month in which occurs
the Participant’s termination of employment and continuing on each anniversary
thereof until paid in full; provided, however, that
interest, compounded annually, shall be credited on the unpaid installment at
seven and one-half percent (71⁄2%) per year.

     

    (c)           Small
Benefits.  Notwithstanding any other provision of the Plan, if
a Participant’s Supplemental Retirement Benefit is payable in the form of a
Qualified Joint and One-Half Survivor Annuity, life annuity or installments and
the vested single sum value of (i) that Supplemental Retirement Benefit upon
retirement or termination of employment; or (ii) any payment to a Beneficiary
upon the death of a Participant pursuant to Section 3.04 does not exceed the
limit under 402(g) of the Code, then payment shall be in the form of an
actuarial equivalent single lump sum distribution to the Participant or
Beneficiary, as appropriate on the first (1st) calendar day of the first (1st)
month subsequent to the month in which occurs the Participant’s termination of
employment.

     

    (d)           Actuarial
Equivalent.  If benefits are not paid to a Type B Participant
in a life annuity under this Section and Sections 3.03 and 3.04, the payment
shall be actuarially adjusted based on the same actuarial equivalent factors
used by the Company Pension Plan.

     

    Section
1.24     Death
Benefits.   
In the event that a Type A Participant’s Termination of Employment is by reason
of death, the Participant’s Supplemental Retirement Benefit, if any, shall be
payable to his Beneficiary in a single lump sum paid on the first (1st) calendar
day of the first month subsequent to the month in which occurs the Type A
Participant’s death or, if properly elected by the Participant at the time and
in the manner and otherwise in accordance

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    with
Section 3.09, in installments over a period of five (5) or ten (10) years (as
properly elected) beginning on the first (1st) calendar day of the first (1st)
month subsequent to the month in which occurs the Participant’s death and
continuing on each anniversary thereafter until paid in full.  In the
event a Type B Participant’s Termination of Employment is by reason of death,
his Beneficiary shall be entitled to an actuarially equivalent lump sum equal to
the monthly benefit that the Type B Participant would have been entitled to
receive had the Type B Participant terminated his employment on his date of
death (or, if earlier, his actual Termination of Employment Date), survived to
his benefit commencement date and begun to receive his monthly benefit payments
on such date under Section 3.2 in the life annuity form paid on the first (1st)
month subsequent the month in which occurs the Type B Participant’s death; provided, however, that for
purposes of determining actuarial equivalency of the lump sum, the same
actuarial assumptions utilized in the Company Pension Plan shall apply; provided, further, that in lieu
of receiving payments in the form of a single lump sum, the Participant may
elect at the time and in the manner and otherwise in accordance with Section
3.09 to have the payments paid in five (5) or ten (10) year installments (as
properly elected) with interest credited on the unpaid installments, compounded
annually, at seven and one-half percent (71⁄2%) per year beginning on the first
(1st) calendar day of the first (1st) month subsequent to the month in which
occurs the Participant’s death and continuing on each anniversary thereafter
until paid in full.

     

    Section
1.25     Supplemental Disability
Retirement Benefit.  
 A Type A or Type B Participant who terminates employment due to the
Participant’s Total and Permanent Disability shall continue to accrue Pay
Credits and interest (calculated in accordance with the Company Pension Plan),
shall be deemed to have earned Compensation during his Total and Permanent
Disability in an amount equal to his rate of Compensation in effect at the date
immediately

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    preceding
his Total and Permanent Disability and shall continue to earn Years of Service
and Credited Service in accordance with the Company Pension Plan, until the
earliest of the disabled Participant’s Normal Retirement Date, actual
retirement, recovery from disability or the date on which the Participant’s
benefits commence under the Company Pension Plan; provided, however, that for
purposes of calculating the disabled Participant’s Supplemental Retirement
Benefit, a Type A Participant’s Supplemental Retirement Benefit will be
calculated in accordance with Section 3.01 of the Plan and a Type B
Participant’s Supplemental Retirement Benefit will be calculated in accordance
with Section 3.02 of the Plan.

     

    Section
1.26     Beneficiary
Designation.  
A Participant shall designate a Beneficiary of his interest in the Plan on a
form specified by the Company.  Such designation shall be effective
upon its receipt by the Company.  In the event the Participant dies
without a Beneficiary designation on file, the designation on file for the
Participant’s Company Pension Plan benefit shall control, and, if none, the
Participant’s Supplemental Retirement Benefit shall be distributed to the
Participant’s Spouse and, if none, the Participant’s Supplemental Retirement
Benefit shall be distributed to his estate.

     

    Section
1.27     Forfeiture of
Benefits.  
If a Participant’s employment with the Employers is terminated for Cause or if
at the time of the Participant’s termination of employment with the Employers,
the Participant’s benefits under the Company Pension Plan are not vested, the
Participant and his Beneficiary shall not be entitled to any benefits under this
Plan.

     

    Section
1.28     Specified
Employees.  
 Notwithstanding any provision to the contrary in this Plan, payment to any
Participant who is at the time benefit payments are required to commence under
this Article III a “Specified Employee” (as such term is defined in the
Vectren

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Corporation
Nonqualified Deferred Compensation Plan effective January 1, 2005, as amended)
shall not be made or commence until the earlier of the date of the Participant’s
death or the first day after expiration of the six-month period immediately
following the date of Termination of Employment and all payments that would have
been made during such period.

     

    Section
1.29     Elections. In order
to elect installment payments under Section 3.03(a), a Joint and One-Half
Survivor Annuity, lump sum or installment payments under Section 3.03(b) or
installment payments under Section 3.04, the Participant must complete, execute
and return to the Administrator a form properly noting such an election within
thirty (30) days after he or she first becomes eligible to participate in this
Plan.  A Participant may change his election from one form of annuity
to another actuarially equivalent form of annuity under Section 3.03(b) at any
time prior to commencement of his benefits in accordance with such procedures as
the Company may establish.  Any other change in the form or timing of
distributions hereunder must be made at such times and in accordance with such
procedures as the Company may establish; provided, however, that any
such change:

     

    (a)           may
not accelerate the time or schedule of any distribution, except as provided in
Section 409A of the Code and the regulations thereunder;

     

    (b)           must,
for benefits distributable as of a specified date or Termination of Employment,
delay the commencement of distributions for a minimum of five (5) years from the
date the first distribution was originally scheduled to be made;

     

    (c)           must
take effect not less than twelve (12) months after the election is made;
and

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (d)           in
the case of a distribution to be made as of a specified date, must be made at
least twelve (12) months before the first scheduled payment.

     

    Section
1.30     Transition Period
Election.  
 Subject to the terms and conditions of the Plan, each individual who is a
Participant in the Plan prior to December 31, 2008, may elect the form of
payment of his Plan benefit by filing a written election with the Administrator,
no later than December 31, 2008, in a form and manner and subject to such
limitations as the Administrator in its sole discretion may establish, subject
to the following:

     

    (a)           an
election pursuant to this Section shall be available only to the extent that
payment would not otherwise be made in the year in which the election is made;
and

     

    (b)           such
election shall not be effective if it would cause payment to be made in the year
in which the election is made that would not otherwise be made in such
year.

     

     

    ARTICLE
IV

    ADMINISTRATION

     

    Section
1.31     Delegation of
Responsibility.  
The Company may delegate its duties involved in the administration of this Plan
to such person or persons whose services are deemed by it to be necessary or
convenient.  However, the ultimate responsibility for the
administration of this Plan shall remain with the Company.

     

    Section
1.32     Payment of
Benefits.  
The benefits under this Plan shall be paid solely from the general assets of the
Employers.  No Participant or his Spouse shall have any interest in
any specific assets of the Employers under the terms of this
Plan.  This Plan shall not be considered to create an escrow account,
trust fund or other funding arrangement of any kind or a

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    fiduciary
relationship between a Participant and the Employers.  The cost of
providing the benefits shall be allocated among the Employers in the manner
determined by the Company.

     

    Section
1.33     Construction of
Plan.  
The Company shall have the power to construe this Plan and to determine all
questions of fact or law arising under it.  It may correct any defect,
supply any omission or reconcile any inconsistency in this Plan in such manner
and to such extent as it may deem appropriate. All acts and determinations of
the Company shall be final and conclusive on the Company, the Participants, the
Spouses of deceased Participants and on any and all other persons who may be
affected by, or have an interest in, this Plan.

     

    Section
1.34     Deduction of Taxes from
Amounts Payable.  
The Company may deduct from the amount to be distributed under the Plan such
amount as the Company, in its sole discretion, deems proper for the payment of
income, employment, death, succession, inheritance, or other taxes with respect
to benefits under the Plan.

     

    Section
1.35     Indemnification.  
The Company shall indemnify and hold harmless each employee, officer, or
director of the Company to whom is delegated duties, responsibilities, and
authority with respect to the Plan against all claims, liabilities, fines and
penalties, and all expenses reasonably incurred by or imposed upon him
(including but not limited to reasonable attorney fees) which arise as a result
of his actions or failure to act in connection with the operation and
administration of the Plan to the extent lawfully allowable and to the extent
that such claim, liability, fine, penalty, or expense is not paid for by
liability insurance purchased or paid for by the
Company.  Notwithstanding the foregoing, the Company shall not
indemnify any person for any such amount incurred through any settlement or
compromise of an action unless the Company consents in writing to such
settlement or compromise.

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    Section
1.36     Expense.  
The expenses of administering the Plan shall be paid by the Company; provided,
however, that the Company shall allocate the cost of operating this Plan among
the Employers in an equitable manner.

     

     

    ARTICLE
V

    MISCELLANEOUS

     

    Section
1.37     Amendment or Termination of
Plan.  
This Plan may be amended, modified or terminated by the Board; provided,
however, that no such amendment, modification or termination shall have the
effect of reducing the benefits currently in pay status to a Participant or, if
applicable, his Spouse or the benefits that would have been payable hereunder if
a Participant’s employment with the Employers had been terminated immediately
before such amendment, modification or termination.  Notwithstanding
anything to the contrary in this Section 5.01, each Participant’s benefit shall
be distributed immediately in a lump sum if this Plan terminates in the
following circumstances:

     

    (a)           Within
thirty (30) days before or twelve (12) months after a change in the ownership or
effective control of the Employer, or in the ownership of a substantial portion
of the assets of the Employer as described in Section 409A(2)(A)(v) of the Code,
provided that termination of this Plan was effected through an irrevocable
action taken by the Employer and provided further that all distributions are
made no later than twelve (12) months following such termination of the Plan and
that all the Employer’s arrangements which are substantially similar to the Plan
are terminated so all Participants and any participants in the similar
arrangements are required to receive all amounts of compensation deferred under
the terminated arrangements within twelve (12) months of the termination of the
arrangements;

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (b)           Upon
the Employer’s dissolution or with the approval of a bankruptcy court provided
that the amounts deferred under the Plan are included in each Participant's
gross income in the latest of (i) the calendar year in which the Plan
terminates; (ii) the calendar year in which the amount is no longer subject to a
substantial risk of forfeiture; or (iii) the first calendar year in which the
distribution is administratively practical; or

     

    (c)           Upon
the Employer’s termination of this and all other non-account balance plans (as
referenced in Section 409A of the Code or the regulations thereunder), provided
that all distributions are made no earlier than twelve (12) months and no later
than twenty-four (24) months following such termination, provided further that
the termination of this Plan does not occur proximate to the downturn in the
financial health of the Employer and provided further that the Employer does not
adopt any new non-account balance plans for a minimum of three (3) years
following the date of such termination; then the Employer may distribute the
amount the present value of the benefits payable to each Participant under this
Plan upon his Termination of Employment.

     

    Section
1.38      Successors.  
This Plan and the obligations hereunder shall be binding on any successor of the
Company.

     

    Section
1.39     Duration of
Plan.  
Subject to Section 5.01, this Plan shall terminate at the date on which the
final benefit payment has been made pursuant to the terms of this
Plan.

     

    Section
1.40     Choice of
Law.  
This Plan shall be construed and interpreted pursuant to, and in accordance
with, the laws of the State of Indiana.

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    Section
1.41     No Employment
Contract.  
This Plan shall not be construed as an agreement, consideration or inducement of
employment or as affecting in any manner the rights or obligations of the
Employers or of any Participant to continue or to terminate the employment
relationship at any time.

     

    Section 1.42    
Non-Alienation.  
No person shall have any right to anticipate, pledge, alienate or assign any
rights under this Plan, and any effort to do so shall be null and
void.  The benefits payable under this Plan shall be exempt from the
claims of creditors or other claimants and from all orders, decrees, levies and
executions and any other legal process to the fullest extent that may be
permitted by law.

     

    Section
1.43     Gender and
Number.  
Words in the one gender shall be construed to include the other genders where
appropriate; words in the singular or plural shall be construed as being in the
plural or singular where appropriate.

     

    Section
1.44     Headings.  
The headings in this Plan are solely for convenience of reference and shall not
affect its interpretation.

     

    Section
1.45     Distributions upon Income
Inclusion under Section 409A of the Code. 
 Upon the inclusion of any amount into the Participant’s income as a result
of the failure of this Plan to comply with the requirements of Section 409A of
the Code a distribution not to exceed the amount that shall be included in
income shall be made as soon as is administratively practicable following the
discovery of the failure of the Plan to comply with Section 409A of the Code and
the regulations promulgated thereunder.

     

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    This
amended and restated Plan has been executed on this 17th day of December, 2008
to be effective as of January 1, 2005.

     

    
      	 
      	
              VECTREN
      CORPORATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Its:

            	
              Chairperson
      of the Compensation and Benefits Committee of the
  Board

            


    

     

    


    



    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    VECTREN
CORPORATION

    NONQUALIFIED DEFINED BENEFIT
RESTORATION PLAN

    (AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2005)

     

    EXHIBIT
A

     

    In
addition to the Company, the Employers sponsoring this Plan are set forth
below:

     

    
      	 
      	
              Name of Employer

            	 	
              Effective
      Date of Adoption

            	 
	 
      	 
      	 	 
      	 
	 
      	
              Indiana
      Gas Company, Inc.

            	 	
              January
      1, 2001

            	 
	 
      	 
      	 	 
      	 
	 
      	
              Vectren
      Corporation

            	 	
              January
      1, 2001

            	 
	 
      	 
      	 	 
      	 
	 
      	
              IGC
      Energy, Inc.

            	 	
              January
      1, 2001

            	 
	 
      	 
      	 	 
      	 
	 
      	
              IEI
      Investments, Inc.

            	 	
              January
      1, 2001

            	 
	 
      	 
      	 	 
      	 
	 
      	
              IEI
      Services, LLC

            	 	
              January
      1, 2001

            	 
	 
      	 
      	 	 
      	 
	 
      	
              IEI
      Financial Services, LLC

            	 	
              January
      1, 2001

            	 
	 
      	 
      	 	 
      	 
	 
      	
              Southern
      Indiana Gas & Electric Company

            	 	
              January
      1, 2001

            	 
	 
      	 
      	 	 
      	 
	 
      	
              Vectren
      Energy Delivery of Ohio, Inc.

            	 	
              January
      1, 2001

            	 
	 
      	 
      	 	 
      	 
	 
      	
              Vectren
      Utility Holdings, Inc.

            	 	
              January
      1, 2001

            	 


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    VECTREN
CORPORATION

    NONQUALIFIED DEFINED BENEFIT
RESTORATION PLAN

    (AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2005)

     

    EXHIBIT
B

     

    The
individuals eligible to participate include the following:

    
 

    
      
        	 	
                
                  Name
      of Employee

                

              	 	
                
                  Effective
      Date of Participation

                

              	 
	 	 
      	 	 
      	 
	 	
                Niel
      C. Ellerbrook

              	 	
                1/1/2001

              	 
	 	
                Jerome
      A. Benkert, Jr.

              	 	
                1/1/2001

              	 
	 	
                Carl
      L. Chapman

              	 	
                1/1/2001

              	 
	 	
                Ronald
      E. Christian

              	 	
                1/1/2001

              	 
	 	
                William
      S. Doty

              	 	
                1/1/2001

              	 
	 	
                John
      M. Bohls

              	 	
                4/30/2002

              	 
	 	
                Daniel
      C. Bugher

              	 	
                5/1/2003

              	 
	 	
                Robert
      L. Goocher

              	 	
                4/1/2002

              	 
	 	
                Robert
      E. Heidorn

              	 	
                1/1/2001

              	 
	 	
                M.
      Susan Hardwick

              	 	
                1/1/2001

              	 
	 	
                Ronald
      G. Jochum

              	 	
                1/1/2001

              	 
	 	
                Douglas
      A. Karl

              	 	
                5/1/2002

              	 
	 	
                L.
      Douglas Petitt

              	 	
                5/1/2003

              	 
	 	
                Ellis
      S. Redd

              	 	
                5/1/2003

              	 
	 	
                Eric
      J. Schach

              	 	
                1/1/2001

              	 
	 	
                Steven
      M. Schein

              	 	
                1/1/2001

              	 
	 	
                Jerrold
      L. Ulrey

              	 	
                1/1/2001

              	 
	 	
                Jeffrey
      W. Whiteside

              	 	
                1/1/2001