vc_8k1218ex101.htm


    Exhibit
10.1

     

    

      VECTREN
CORPORATION

      UNFUNDED SUPPLEMENTAL
RETIREMENT PLAN

      FOR A SELECT GROUP OF
MANAGEMENT EMPLOYEES

      (AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2005)

       

      Pursuant
to rights reserved under Section 5.01 of the Vectren Corporation Unfunded
Supplemental Retirement Plan For a Select Group of Management Employees (the
“Plan”), Vectren Corporation (the “Company”) hereby amends and completely
restates the Plan, effective as of 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 the Company and affiliates of the Company 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, 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     Average Monthly
Earnings.  
 The term “Average Monthly Earnings” means for a Participant an amount
equal to the total salary (inclusive of bonuses and annual incentives under the
Vectren Corporation At-Risk Compensation Plan (including successors) inclusive
of incentive pay, inclusive of elective deferrals by such Participant to the
Company Savings Plan and to any non-qualified deferred compensation plan
maintained by the Company and inclusive of salary reductions
elected  by such Participant to a plan maintained by the Company under
Section 125 of the Code but exclusive of compensation related to restricted
stock, stock options, stock appreciation rights, performance awards and stock
unit awards made under the Indiana Energy, Inc. Executive Restricted Stock Plan,
or the Vectren Corporation At-Risk Incentive Compensation Plan (including the
successors to such plans) and exclusive of

       


      
        
           


        

        
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      distributions
under the Company Savings Plan and any nonqualified deferred compensation plan
maintained by the Company) paid to such Participant by the Company in the sixty
(60) consecutive calendar month period ending on the first (1st) to occur
of:

       

      
        	
                 
      

              	
                (1)

              	
                the
      date of such Participant’s death,
or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      date of such Participant’s Termination of
  Employment,

              


      

       

      divided
by sixty (60).

       

      Section
1.03     Beneficiary.  
The term “Beneficiary” means the Participant’s Beneficiary, if any, designated
in accordance with Section 3.01(c).

       

      Section
1.04     Board.  
 The term “Board” means the Board of Directors of the
Company.  Whenever the provisions of this Plan require action by the
Board, it may be taken by the Compensation and Benefits Committee of the Board
with the same force and effect as though taken by the entire Board.

       

      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;
provided, however, that for
purposes of Section 1.02, Section 1.07, Section 1.20, Section 1.21, Section 3.03
and Section 5.05, “Company” shall also include Proliance Energy, L.L.C. and any
entity affiliated with the Company within the meaning of Section 414(b) of the
Code and any successor thereto.

       

      Section
1.07     Company Contributions
Accounts.  
 The term “Company Contributions Accounts” means for a Participant the
accounts maintained on his behalf in the Company

       


      
        
           


        

        
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      Savings
Plan and the Company Non-Qualified Savings Plan to which Company contributions
(other than his elective deferrals) are credited regardless whether funded,
including the annual Company contribution to the Company Savings Plan and the
Company Non-Qualified Savings Plan and matching contributions made on his behalf
to the Company Savings Plan and the Company Non-Qualified Savings
Plan.  The December 31, 2000 bookkeeping balance for the Company
Contributions Account for the Participants in the Plan as of June 1, 2003 is
listed on Exhibit A attached hereto and made a part hereof.  Effective
for the period beginning on January 1, 2001, the Company Contributions
Accounts shall be credited by a deemed interest rate of seven and one half
percent (71⁄2%), compounded annually.  The Company Contributions Account
shall reflect Company matching contributions made to the Company Non-Qualified
Savings Plan even though such contributions, and earnings (or losses) thereon,
may not be funded and are simply bookkeeping entries.  Effective
January 1, 2002, the Company Contributions Account of a Participant shall also
reflect matching contributions which would have been made to the Company Savings
Plan and the Company Non-Qualified Savings Plan had the Participant made the
maximum elective deferral permitted under the Company Savings Plan and Company
Non-Qualified Savings Plan.

       

      Section
1.08     Company Non-Qualified
Savings Plan.   
 The term “Non-Qualified Savings Plan” means any nonqualified deferred
compensation plan as in effect from time to time.

       

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

       

      Section
1.10     Company Restoration
Plan.   
 The term “Company Restoration Plan” means the Vectren Corporation Defined
Benefit Restoration Plan as now in effect or as hereafter amended.

       


      
        
           


        

        
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      Section
1.11     Company Savings
Plan.   
 The term “Company Savings Plan” means the Vectren Corporation Retirement
Savings Plan as now in effect or as hereafter amended.  For all
purposes of this Plan (including, but not limited to, determining the amount of
reduction in a Participant’s benefit applicable under Section 3.02(2)), the term
“Company Savings Plan” shall also include the Proliance Energy, L.L.C.
Retirement Savings Plan as now in effect or as hereafter amended and any other
qualified defined contribution plan maintained by the Company.

       

      Section
1.12     Company Savings Plan and
Non-Qualified Savings Plan Monthly
Benefit  Equivalent.   
 The term “Company Savings Plan and Non-Qualified Savings Plan Monthly
Benefit Equivalent” means for a Participant the amount determined by converting
such Participant’s Company Contributions Account to a monthly benefit for life
commencing at the date of such Participant’s Termination of Employment or, if
earlier, his death.  For purposes of making the conversion required by
this Section, the following actuarial assumptions shall be used:

      
      

       

      
        	 	 Interest
      Assumption: 	 71⁄2% per year,
      compounded annually
	 	 Mortality
      Assumption:  	 1983 Group
      Annuity Mortality Table Unisex Rates


      

                                                        

                                                          

      Section
1.13     Effective
Date.   
 The term “Effective Date” means January 1, 1990.

       

      Section
1.14     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 a 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
1.15     Participant.   
 The term “Participant” means any individual who is eligible for benefits
under Article II of this Plan.

       


      
        
           


        

        
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      Section
1.16     Plan.   
 The term “Plan” means the Vectren Corporation Unfunded Supplemental
Retirement Plan for a Select Group of Management Employees.

       

      Section 1.17    
Primary Social Security
Benefit.    The
term “Primary Social Security Benefit” means the monthly amount of old age
insurance benefit available at age sixty-five (65) under the provisions of Title
II of the Social Security Act in effect at a Participant’s Termination of
Employment.  The computation of such amount shall be made by the
Company, and the fact that a Participant does not actually receive such amount
because of failure to apply, continuance of work or for any other reason shall
be disregarded.  In determining a Participant’s Primary Social
Security Benefit, the Company may estimate “wages” (as such term is interpreted
for purposes of Title II of the Social Security Act) for any calendar year
beginning before the date on which such Participant’s employment with the
Company commenced by applying backwards from the earliest known complete
calendar year earnings with the Company, using the U.S. Average Wage Table or
any similar index substituted by the Social Security
Administration.  For the period beginning on the date on which a
Participant  terminates his employment with the Company and ending on
the date he attains age sixty-five (65), such Participant shall be deemed to
receive “wages” from the Company at the same level in effect immediately before
his Termination of Employment.

       

      Section
1.18     Retirement
Age.  
 The term “Retirement Age” means the date on which a Participant attains
age sixty-five (65).

       

      Section
1.19      Spouse.  
 The term “Spouse” means the legal spouse of a Participant at the date of
such Participant’s death or, if earlier, the date of his Termination of
Employment.

       

      Section
1.20     Termination of
Employment.  
 The term “Termination of Employment” means a termination of services
provided by a Participant to his or her Employer, whether

       


      
        
           


        

        
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      voluntarily
or involuntarily, other than by reason of death or Total 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 from
Service 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
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-

       


      
        
           


        

        
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      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 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

       


      
        
           


        

        
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      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:

       

      
        	
                 
      

              	
                (1)

              	
                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

              


      

       

      
        	
                 
      

              	
                (2)

              	
                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.

       


      
        
           


        

        
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      Section 1.21    
Total Disability.   
 The term “Total 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.

       

       

      ARTICLE
II

      PARTICIPATION

       

      The
individuals eligible for benefits as Participants shall be listed on Schedule A
to this Plan.  The Company may add additional Participants by action
of the Board.  Participation shall be limited to senior vice
presidents, business unit presidents and above.  Subject to Section
5.01, the Company may delete Participants by action of the Board.  Any
additions or deletions of Participants shall be listed and reflected on Schedule
A to the Plan.

       

       

      ARTICLE
III

      BENEFITS

       

      Section
3.01      Death
Benefits.

       

      (a)           Pre-Termination of
Employment Death Benefit.  Upon the death of a Participant
before his Termination of Employment, the Beneficiary, or if a Beneficiary is
not designated in accordance with Section 3.01(c), then the Spouse, if any, of
such Participant shall be entitled to receive an actuarially equivalent lump sum
payment to the monthly benefits accrued by the Participant under Section 3.02
and Section 3.03 of the Plan.  The actuarially equivalent lump sum
amount shall be determined using the same actuarial assumptions
utilized

       


      
        
           


        

        
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      at the
time of the Participant’s death under the Company Pension Plan and shall be
based on the monthly amount that would have been payable to the Participant had
his employment terminated immediately prior to his death and he was eligible for
benefits under Section 3.03 in the life annuity form; provided, however, that the
reductions for age described in Section 3.03(1)(c) shall apply if the
Participant’s death precedes his attainment of his Retirement
Age.  Such lump sum payment shall be made on the first (1st)
calendar day of the first (1st) month subsequent to the month of the
Participant’s death.  In lieu of the lump sum benefit described above
and if properly elected by the Participant at the time and in the manner and
otherwise in accordance with Section 3.06, the Participant’s Beneficiary shall
be paid in annual installments over five (5) or ten (10) years (as properly
elected); provided, however, that the
amount of the installment payments shall be based on the lump sum equivalent
amount with interest credited, compounded annually on the unpaid installments,
at seven and one-half percent (71⁄2%) per year.  Installment payments
shall begin at the first (1st) day of the first (1st) month subsequent to the
month of the Participant’s death and continue on each anniversary thereof until
paid in full.  If there is no Beneficiary designated and there is no
surviving Spouse, the lump sum equivalent death benefit shall be paid to the
Participant’s estate.

       

      (b)           Post-Termination of
Employment Death Benefit.  If a Participant dies after his
Termination of Employment and such Participant was receiving monthly benefits at
the time of his death under this Plan or was entitled to receive monthly
benefits under this Plan under any other Section of this Article but such
Participant’s date of death preceded the benefit commencement date, the
Beneficiary, or if a Beneficiary is not designated in accordance with Section
3.01(c), then the Spouse, if any, of such Participant shall only be entitled to
benefits hereunder if such deceased Participant was receiving or had elected to
receive his benefits in the

       


      
        
           


        

        
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      form
of  a Joint and One-Half Survivor Annuity or in annual installments
under Section 3.02, 3.03 or 3.04, whichever is applicable.  To the
extent there are death benefit payments under this paragraph (b) of this Section
3.01, the monthly survivor benefits will be determined based on the amounts due
under the Joint and One-Half Survivor Annuity election of the Participant or, if
payments to the Participant were made in installments, the unpaid installments
shall be made to the Participant’s Beneficiary at the same time payments would
have been made to the Participant.

       

      (c)           Beneficiary
Designation. A Participant may designate a beneficiary of his interest in
this Plan on a form specified by the Administrator.  Such designation
shall be effective upon its receipt by the Administrator.  If a
Beneficiary is not designated and the Participant is survived by a spouse, his
Spouse shall be the Participant’s Beneficiary.

       

      Section
3.02     Retirement
Benefits.  
 Upon a Participant’s Termination of Employment on or after attainment of
the Retirement Age, such Participant shall be entitled to receive monthly
retirement benefits under this Plan for life.  The benefits shall be
paid on the first (1st) calendar day of each month, commencing with the first
(1st) month subsequent to the month in which occurs a Participant’s Termination
of Employment and concluding with the month in which occurs his
death.  The amount of the monthly retirement benefits for a
Participant shall be equal to sixty-five percent (65%) of such Participant’s
Average Monthly Earnings, less the following:

       

      
        	
                 
      

              	
                (1)

              	
                the
      sum of the monthly benefits which such Participant is entitled to receive
      under the Company Pension Plan and the Company Restoration Plan in effect
      at the date of such Participant’s Termination of Employment, assuming he
      elected to have his benefit payments under the Company Pension Plan and
      the Company Restoration Plan commence at age sixty-five (65) or, if later,
      the date of his

              


      

       


      
        
           


        

        
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      Termination
of Employment in the form of a life annuity; provided, however, that for
purposes of converting a cash balance account balance to a monthly benefit under
the Company Pension Plan and the Company Restoration Plan, the conversion shall
be effected using the same factors which are used in the Company Pension
Plan;

       

      
        	
                 
      

              	
                (2)

              	
                such
      Participant’s Company Savings Plan and Non-Qualified Savings Plan Monthly
      Benefit Equivalent; and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                such
      Participant’s Primary Social Security
Benefit.

              


      

       

      In lieu
of the life annuity and for purposes of benefits payable under this Section and
Sections 3.03 and 3.04, a Participant may elect to receive the actuarial
equivalent of his monthly benefits calculated as of the date of Termination of
Employment or Total and Permanent Disability in one of the following forms if
the election is made by the Participant at the time and in the manner and
otherwise in accordance with Section 3.06:

       

      (a)           an
actuarially equivalent Joint and One-Half Survivor Annuity paid at the same time
and in the same manner as monthly retirement benefits would have been paid
without such election; provided, however, the
actuarial equivalent Joint and One-Half Survivor Annuity shall be determined in
the same manner that actuarial equivalent is determined under the Company
Pension Plan;

       

      (b)           a
lump sum benefit determined using the same actuarial assumptions set forth in
the Company Pension Plan 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

       


      
        
           


        

        
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      (c)           five
(5) or ten (10) year installments (as properly elected) which installments shall
be based on the lump sum equivalent amount as described in subparagraph (b)
above with interest credited, compounded annually, on the amount of the unpaid
installments 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.

       

      Notwithstanding
anything contained in this Plan to the contrary, if the single sum actuarial
equivalent (as determined utilizing the assumptions set forth in the Company
Pension Plan) of the monthly benefits payable to a Participant or, if deceased,
his Beneficiary, if elected, or Spouse does not exceed the limit under 402(g) of
the Code, then the benefits shall be distributed on the first (1st) calendar day
of the first (1st) month subsequent to the month in which occurs the
Participant’s Termination of Employment in the form of a single lump sum
distribution to the Participant or, if applicable, his surviving Beneficiary or
Spouse.

       

      Section
3.03     Other Termination of
Employment Benefits.  
 If, before attainment of the Retirement Age and not by reason of his
incurring a Total Disability, a Participant’s employment with the Company is
terminated on or after reaching age fifty-five (55) and completing at least ten
(10) years of service (as such term is defined in the Company Pension Plan) with
the Company, such Participant shall be entitled to receive monthly retirement
benefits under this Plan for life.  The benefits shall be paid on the
first (1st) calendar day of each month, commencing with the first (1st) month
subsequent to the month in which occurs such Participant’s Termination of
Employment and concluding with the month in which occurs his
death.  The amount of the early monthly retirement benefits for a
Participant shall be equal to the amount by which:

       


      
        
           


        

        
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      (1)           the
amount equal to:

       

      (a)           sixty-five
percent (65%) of such Participant’s Average Monthly Earnings, less such
Participant’s Primary Social Security Benefit payable at age sixty-five (65) but
determined as of the date of the Participant’s Termination of Employment,
times

       

      (b)           a
fraction (not to exceed one (1)), the numerator of which is the number of full
calendar months that such Participant was employed by the Company and the
denominator of which is the number of full calendar months that such Participant
would have been employed by the Company had his employment continued until the
Retirement Age or, if lesser, three hundred and sixty (360); times

       

      (a)           one
hundred percent (100%) reduced by  five-ninths (5/9ths) of one percent
(1%) for up to the first sixty (60) calendar months that the benefit commences
before age sixty-five (65) and by five eighteenths (5/18ths) of one percent (1%)
for each calendar month that the benefit commences before age sixty
(60);

       

      exceeds

       

      
        	
                 
      

              	
                (2)

              	
                the
      sum of:

              


      

       

      (a)           the
monthly benefits which such Participant is entitled to receive under the Company
Pension Plan and the Company Restoration Plan in effect at the date of such
Participant’s Termination of Employment, assuming he elected to have his benefit
payments under the Company Pension Plan and the Company Restoration Plan
commence at the date of his Termination of Employment in the form of a life
annuity; provided, however, that for
purposes of converting a cash balance account balance to a monthly benefit under
the Company Pension Plan and the Company Restoration Plan, the conversion shall
be effected using the same factors

       


      
        
           


        

        
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      which are
used in the Company Pension Plan; provided, further, that for
purposes of determining the cash balance account to be converted under the
Company Pension Plan, the portion of the account attributable to Section 4.13 of
the Company Pension Plan (or any successor provision) and the special Three
Hundred and Ten Dollar ($310) credits made under Section 4.04 of the Company
Pension Plan (or any successor provision) shall be disregarded; and

       

      (b)           such
Participant’s Company Savings Plan and Non-Qualified Savings Plan Monthly
Benefit Equivalent.

       

      A
Participant whose employment with the Company is terminated before attainment of
age sixty-five (65) shall not be entitled to any benefits hereunder unless at
the date of termination the Participant is at least age fifty-five (55) and has
completed  at least ten (10) years of service with the
Company.

       

      Section
3.04     Disability
Benefits.  
 A Participant whose Termination of Employment is the result of his
incurring a Total Disability before the Retirement Age shall be entitled to
receive monthly disability benefits under this Plan for life. The benefits shall
be paid on the first (1st) calendar day of each month, commencing with the first
(1st) month subsequent to the month in which such Participant attains the
Retirement Age and concluding with the month in which occurs his
death.  The amount of the monthly disability benefits for a
Participant under this Section shall be determined in the same manner as
retirement benefits are calculated under Section 3.02.

       

      Section
3.05     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

       


      
        
           


        

        
          - 16 -

          
            

          

        

        
           


        

      


      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 shall be accumulated and paid on the first day
after the earlier of death or expiration of such period.

       

      Section
3.06     Elections.   
 In order to elect installments under Section 3.01(a) or a joint and
one-half survivor annuity, lump sum or installments under Section 3.02, 3.03 or
3.04, the Participant must complete, execute and return to the Administrator a
form properly making 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 3.02, 3.03 or 3.04 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 time 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

       


      
        
           


        

        
          - 17 -

          
            

          

        

        
           


        

      


      (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
3.07     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
4.01     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
4.02     Payment of
Benefits.  
 The benefits under this Plan shall be paid solely from the general assets
of the Company.  No Participant or his Spouse shall have any interest
in any specific assets of the Company 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 fiduciary relationship
between a Participant and the Company.

       


      
        
           


        

        
          - 18 -

          
            

          

        

        
           


        

      


      Section
4.03     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.

       

       

      ARTICLE
V

      MISCELLANEOUS

       

      Section
5.01     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 Company had been terminated without Cause by the Company
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

       


      
        
           


        

        
          - 19 -

          
            

          

        

        
           


        

      


      required
to receive all amounts of compensation deferred under the terminated
arrangements within twelve (12) months of the termination of the
arrangements;

       

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

       

      Section
5.03     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
5.04     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
5.05     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 Company or of any Participant to continue or to terminate the employment
relationship at any time.

       

      Section
5.06     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
5.07     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
5.08     Headings.  
 The headings in this Plan are solely for convenience of reference and
shall not affect its interpretation.

       

      Section
5.09     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

      UNFUNDED SUPPLEMENTAL
RETIREMENT PLAN

      FOR A SELECT GROUP OF
MANAGEMENT EMPLOYEES


       

      


       

      SCHEDULE
A

       

      Revised
Effective July 19, 2007

       

      NAME


       

      Niel C.
Ellerbrook


       

      Carl L.
Chapman


       

      Jerome A.
Benkert, Jr.


       

      Ronald E.
Christian


       

      Andrew E.
Goebel (Retired)


       

      William
S. Doty


       

      Christopher
M. Crawford (Retired)


       

      Robert D.
Stegner (Retired)


       

      Jack L.
Diley (Retired)


       

      Kenneth
J. Roberts (Retired)


       

      Wendell
L. Thaler (Retired)


       

      Lawrence
A. Ferger  (Retired)

       

      Paul T.
Baker  (Retired)


       

      Anthony
E. Ard  (Retired)


       

      Stephen
E. Williams  (Retired)


       

      James
Gordon Hurst (Retired)

       


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      December
31, 2000 Company Contributions Account

       

      


      
 

      
        
          	 	
                  Participant
      Name

                	 	
                  Bank
      Balance

                	 
	 	 
      	 	 	 	 
	 	
                  Benkert

                	 	
                  $

                	95,201.00	 	 
	 	
                  Chapman

                	 	
                  $

                	116,430.00	 	 
	 	
                  Christian

                	 	
                  $

                	125,914.00	 	 
	 	
                  Ellerbrook

                	 	
                  $

                	174,145.00	 	 
	 	
                  Doty

                	 	
                  $

                	11,672.00	 	 


        

      

       

       

       

      A-1