8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 31, 2011

VECTREN CORPORATION

(Exact name of registrant as specified in its charter)

Commission File No.	Registrant, State of Incorporation, Address, and Telephone Number	I.R.S Employer Identification No.
1-15467	Vectren Corporation	35-2086905
	(An Indiana Corporation)
	One Vectren Square,
	Evansville, Indiana 47708
	(812) 491-4000
1-16739	Vectren Utility Holdings, Inc.	35-2104850
	(An Indiana Corporation)
	One Vectren Square,
	Evansville, Indiana 47708
	(812) 491-4000

Former name or address, if changed since last report:

N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement

Effective October 31, 2011, Southern Indiana Gas and Electric Company (SIGECO) d/b/a Vectren Power Supply, Inc. (“Vectren Power”) entered into amendments to its coal supply agreements with Vectren Fuels, Inc. (“Fuels”), for its Warrick Unit 4, F.B. Culley and A.B. Brown generating plants, which amendments, among other things, fix the per ton price of coal for the remaining term of these contracts.  These prices are market based and were arrived at as the result of a competitive bidding process conducted by Vectren Power pursuant to a request for coal supply proposals.  In addition, the amendment to the Warrick Unit 4 agreement redacts the amount of the previously agreed-upon handling fee that is waived in the amendment.  These amounts have been redacted from the amendments pursuant to a request for confidential treatment as noted below.  In the amendment to the A.B. Brown Coal Supply Agreement (the “Brown Agreement”), the original commitment to purchase 1,000,000 tons has been revised and SIGECO has agreed to purchase 600,000 tons of coal from Fuels in 2013 and 2014 subject to 15% volume optionality.  In the amendment to the F.B. Culley Coal Supply Agreement (the “Culley Agreement”), the original commitment to purchase 1,100,000 tons has been revised and SIGECO has agreed to purchase 1,000,000 tons of coal from Fuels in 2013, 2014 and 2015, subject to 15% volume optionality.  Under the amendments to the Brown Agreement and Culley Agreement, SIGECO has agreed to purchase its incremental supply needs for 2012 from Fuels at a set price without a minimum volume requirement.  In the amendment to the Warrick Unit 4 Coal Supply Agreement, the original commitment to purchase 480,000 tons has been maintained in 2012, 2013 and 2014. Copies of the amendments are filed herewith as Exhibits 10.1, 10.2 and 10.3. In 2012, SIGECO will also purchase 348,500 tons of coal under an additional existing contract with Fuels.

Item 9.01  Exhibits

     (d) Exhibits:

     The exhibits listed below are filed herewith.

10.1*	Warrick Unit 4 Coal Supply Agreement Amendment No. 1, effective as of October 31, 2011, between Vectren Fuels, Inc. and Vectren Power Supply, Inc.
10.2*	F.B. Culley Coal Supply Agreement Amendment No. 2, effective as of October 31, 2011, between Vectren Fuels, Inc. and Vectren Power Supply, Inc.
10.3*	A.B. Brown Coal Supply Agreement Amendment No. 2, effective October 31, 2011, between Vectren Fuels, Inc. and Vectren Power Supply, Inc.

*Portions of the referenced Exhibits have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Securities Exchange Act of 1934 Rule 24b-2.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VECTREN CORPORATION
November 1, 2011
	By:	/s/ M. Susan Hardwick
		M. Susan Hardwick
		Vice President, Controller and Assistant Treasurer

INDEX TO EXHIBITS

10.1*	Warrick Unit 4 Coal Supply Agreement Amendment No. 1, effective as of October 31, 2011, between Vectren Fuels, Inc. and Vectren Power Supply, Inc.
10.2*	F.B. Culley Coal Supply Agreement Amendment No. 2, effective as of October 31, 2011, between Vectren Fuels, Inc. and Vectren Power Supply, Inc.
10.3*	A.B. Brown Coal Supply Agreement Amendment No. 2, effective October 31, 2011, between Vectren Fuels, Inc. and Vectren Power Supply, Inc.

*Portions of the referenced Exhibits have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Securities Exchange Act of 1934 Rule 24b-2.

EX-10.1

Exhibit 10.1

Warrick Unit 4 Coal Supply Agreement Amendment No. 1

CONFIDENTIAL PORTIONS OMITTED

LEGEND: [**] REPRESENTS CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT  

This Amendment to the January 1, 2009 Warrick Unit 4 Coal Supply Agreement between Vectren Fuels (VF), Inc, and Vectren Power Supply (VPS) evidences as follows:

WHEREAS, VPS annually buys 480,000 tons of coal from VF to supply Warrick Unit 4 under a contract entered into effective January 1, 2009, and having a term ending December 31, 2014; and

WHEREAS, the Warrick Unit 4 Contract provides for a price re-negotiation period pursuant to section 4.3 for 2013 and 2014; and;

WHEREAS, VPS has 301,322 tons of stored coal at Prosperity Mine which will be delivered by VF to Warrick 4, or other units, during 2011 and/or 2012;

Now, therefore, the parties agree to amend the Warrick Unit 4 Contract as follows:

1.  Under section 4.1, the FOB Mine prices for 2013 and 2014 are [**].

2.  Section 1.1 is amended to provide that the source of the coal for 2012-2014 shall be the Oaktown Mine, unless the parties mutually agree to an alternative source.

3.  Exhibit A is amended to provide for a monthly weighted average of chlorine of .10% and .06ug/g of mercury. To the extent coal is shipped in excess of this specification, VPS may reject such shipments.

4.  VPS' stored coal pile of 301,322 tons located on Prosperity Mine may, based on instructions from VPS to VF, be moved to any of VPS' plants. VF will be reimbursed for transport costs but will waive the previously agreed upon handling fee of [**].

5.  No other terms of the Warrick Unit 4 Contract have been modified by this Amendment.

WHEREFORE, the parties have caused this Amendment to be effective as of October 31, 2011.

Vectren Power Supply		Vectren Fuels
By	Wayne Games	By	Randy L. Beck
Its	VP – Power Supply	Its	President

EX-10.2

Exhibit 10.2

F.B. Culley Coal Supply Agreement Amendment No. 2

CONFIDENTIAL PORTIONS OMITTED

LEGEND: [**] REPRESENTS CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT  

This Amendment to the January 1, 2009 F.B. Culley Coal Supply Agreement between Vectren Fuels (VF), Inc. and Vectren Power Supply (VPS) evidences as follows:

WHEREAS, VPS annually buys 1.12 million tons of coal from VF to supply F.B. Culley under a contract entered into effective January 1, 2009 and having a term ending December 31, 2014; and

WHEREAS, the Culley Contract has entered its price re-negotiation period pursuant to section 4.4;

Now, therefore, the parties agree to amend the Culley Contract as follows:

1.           Under section 3.1 of the contract, in 2012 VPS shall purchase monthly incremental requirements in a quantity it shall determine and communicate to VF thirty (30) days in advance of the delivery month, with no commitment to procure any coal in 2012; in 2013, 2014 and 2015, VPS shall purchase 1,000,000 tons of coal from VPS; all other terms of section 3.1 including the 15% tonnage option shall remain effective.

2.           Under section 4.1, the FOB Mine prices for 2012 - 2015 are [**].

3.           Section 1.1 is amended to provide that the source of the coal shall be the Oaktown Mine, unless the parties mutually agree to an alternative source.

4.           Exhibit A is amended to provide for a monthly weighted average of chlorine of .10% and .06ug/g of mercury.  To the extent coal is shipped in excess of this specification, VPS may reject such shipments.

5.           No other terms of the Culley Contract have been modified by this Amendment.

WHEREFORE, the parties have caused this Amendment to be effective as of October 31, 2011.

Vectren Power Supply		Vectren Fuels
By	Wayne Games	By	Randy L. Beck
Its	VP – Power Supply	Its	President

EX-10.3

Exhibit 10.3

A.B. Brown Coal Supply Agreement Amendment No. 2

CONFIDENTIAL PORTIONS OMITTED

LEGEND: [**] REPRESENTS CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT  

This Amendment to the January 1, 2009 A.B. Brown Coal Supply Agreements between Vectren Fuels (VF), Inc. and Vectren Power Supply (VPS) evidences as follows:

WHEREAS, VPS has two contracts with VF to supply A.B. Brown, both of which were entered into effective January 1, 2009, and have a term ending December 31, 2014; and

WHEREAS, under the "Brown 1 Contract" VPS annually buys 1 million tons of coal from VF and under the "Brown 2 Contract" VPS annually buys 410,000 tons of coal from VF; and

WHEREAS, the Brown 1 Contract has entered its price re-negotiation period pursuant to section 4.4(the period having by prior agreement of the parties been deferred in 2010 to April 2011);

Now, therefore, the parties agree to amend both the Brown 1 and Brown 2 Contracts as follows:

1. With respect to the purchase of 410,000 tons of coal under the Brown 2 Contract in 2012, section 4.1 of the Contract is amended to provide that VPS will purchase 85% of the contract volume (348,000 tons) at an FOB Mine Price of [**].

2. With respect to the Brown 1 Contract, the following amendments have been made:

(a)  Under section 3.1 of the contract, in 2012 VPS shall purchase monthly incremental requirements in a quantity it shall determine and communicate to VF thirty (30) days in advance of the delivery month, with no commitment to procure any coal in 2012; in 2013 and 2014 VPS shall purchase 600,000 tons of coal from VPS; all other terms of section 3.1 including the 15% tonnage option shall remain effective;

(b)  Under section 4.1, the FOB Mine prices for 2012, 2013 and 2014 are [**].

(c)  Section 1.1 is amended to provide that the source of the coal shall be the Oaktown Mine, unless the parties mutually agree to an alternative source; and

(d)  Exhibit A is amended to provide for a monthly weighted average of chlorine of .10% and .06ug/g of mercury. To the extent coal is shipped in excess of this specification, VPS may reject such shipments.

3. No other terms of the Brown 1 and Brown 2 Contracts have been modified by this Amendment.

WHEREFORE, the parties have caused this Amendment to be effective as of October 31, 2011.

Vectren Power Supply		Vectren Fuels
By	Wayne Games	By	Randy L. Beck
Its	VP – Power Supply	Its	President