ex10_1.htm


    VECTREN
CORPORATION

    AT RISK
COMPENSATION PLAN

    STOCK
UNIT AWARD

     GRANT
AGREEMENT

    (NON-EMPLOYEE
DIRECTOR)

    


    


    Name of
Grantee:_______________________No. of Units:________

    


    
      	
              Date
      of Grant:

            	
              ___
      ___, 20__

            


    

    


    _______________________
(“Grantee”) is hereby granted on ___ ___, 20__ (the “Grant Date) under Section
7.4 of the Vectren Corporation (Company) At Risk Compensation Plan (the “Plan”)
a grant of ___ Stock Unit Awards on the following terms and
conditions:

    1.           Restriction.

    
      	
               
      

            	
                           (A)    Value
      of the Stock Unit Award.  Within thirty days after the
      lifting of the restrictions, the Grantee shall be paid, for each Stock
      Unit Award, in cash, the Fair Market Value of one share of the Company’s
      Common Stock on the date the restrictions lapse; provided, however, if the
      restrictions are being lifted as of May 1, 2010 and the Grantee is not
      then in compliance with the share ownership guidelines established by the
      Company’s Board of Directors (Board), at that time the value of each Stock
      Unit Award shall be paid to the Grantee in one unrestricted share of the
      Company’s common stock. The determination of compliance will be made by
      valuing the Grantee’s ownership interest by averaging the high and low
      prices of a share of the Company’s common stock during the preceding month
      of April and comparing the resulting amount of ownership interest against
      the then applicable share ownership guideline.


            


    

    
      	
               
      

            	
               

            	
                   

                   
       (B)      Restricted
      Period.  Except as otherwise provided pursuant to or in
      accordance with the terms and provisions of this Agreement or the Plan,
      the Stock Unit Awards shall not be sold, exchanged, assigned, transferred
      or permitted to be transferred, voluntarily, involuntarily, or by
      operation of law, delivered, encumbered, discounted, pledged,
      hypothecated, or otherwise disposed of during the “Restricted Period,”
      which shall, with respect to each Stock Unit Award, commence on the Grant
      Date and, except as otherwise provided in this Agreement or the Plan, end
      on May 1, 2010.

              

            


    

    
      	
              2.

            	
              Capitalization
      Changes.  Prior to the lifting of restrictions, in the
      event of a change in the Company’s outstanding shares by reason of a stock
      dividend, stock split, merger, consolidation, stock rights plan or
      exchange of shares or other similar corporate change, the Committee shall
      make appropriate adjustments in the number of Stock Unit Awards granted
      hereunder.

            


    

    
      	
              3.

            	
              Dividends.  Prior
      to the lifting of restrictions, the Grantee shall be entitled to receive a
      cash amount equivalent to the dividend that would be payable had each
      Stock Unit Award been issued in the form of one share of common stock of
      the Company, which shall not be refundable in the event the Stock Unit
      Award is forfeited in whole or in
part.

            


    

    
      	
              4.

            	
              Investment
      Representation.  By executing this Agreement, Grantee
      represents that the Stock Unit Award is being held in good faith for
      investment purposes only and not with a view to, or for sale in connection
      with, any distribution thereof, and that any Stock Unit Award Grantee or
      Grantee’s legal representatives acquire pursuant to this award will be
      acquired by them in good faith for investment purposes and not with a view
      to, or for sale in connection with, any distribution
    thereof.

            


    

    
      	
              6.

            	
              The
      Plan.  This grant is subject to all the terms, provisions
      and conditions of the Plan, which is incorporated herein by reference,
      including the defined terms not otherwise defined herein, and to such
      regulations as may from time to time be adopted by the
      Committee.  In the event of any conflict between the provisions
      of the Plan and the provisions of this Agreement, the terms, conditions
      and provisions of the Plan shall control, and this Agreement shall be
      deemed to be modified accordingly.

            


    

    
      	
              7.

            	
              Withholding.  Vectren
      shall withhold all applicable taxes required by law from all amounts paid
      in satisfaction of the award.

            


    

    
      	
              8.

            	
              Notices.  All
      notices by the Grantee or his or her assigns to Vectren shall be addressed
      to Vectren Corporation, One Vectren Square, Evansville,
      Indiana  47708, Attention:  Corporate Secretary, or
      such other address as Vectren may, from time to time,
      specify.  All notices by Vectren to the Grantee shall be
      addressed to the Grantee at their current work location at Vectren or, if
      they are no longer employed by Vectren, at the address on file for the
      Grantee with the Human Resources department of
  Vectren.

            


    

    


    VECTREN
CORPORATION

    


    


    By: _____________________________

    
      	
               
      

            	
              Its:    A
      Duly Authorized Signatory on behalf of the  Nominating and
      Corporate Governance Committee

            


    

    


    


    Accepted
as of the date first above written

    


    


    ___________________________________,
Grantee