Exhibit 10.1
                               VECTREN CORPORATION
                               -------------------
                             RETIREMENT SAVINGS PLAN
                             -----------------------
                              (AMENDED AND RESTATED
                              ---------------------
                        EFFECTIVE AS OF JANUARY 1, 2002)
                        --------------------------------







                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE


ARTICLE I                  ESTABLISHMENT OF THE PLAN...........................2
         1.1               Effective Date......................................2
         1.2               Legal Requirements..................................2

ARTICLE II                 DEFINITIONS.........................................3
         2.1               Actual Deferral Percentage..........................3
         2.2               Annual Additions....................................3
         2.3               Appropriate Form....................................4
         2.4               Beneficiary.........................................4
         2.5               Break in Service....................................4
         2.6               Company.............................................4
         2.7               Company Matched Contribution Percentage.............4
         2.8               Company Matched Contributions.......................4
         2.9               Company Matching Contributions Account..............4
         2.10              Company Non-Matching Contributions Account..........5
         2.11              Compensation........................................5
         2.12              Compensation Redirection Account....................5
         2.13              Compensation Redirection Agreement..................5
         2.14              Compensation Redirection Amount.....................6
         2.15              Compensation Redirection Percentage.................6
         2.16              Computation Period..................................6
         2.17              Current Year ACP Method.............................6
         2.18              Current Year ADP Method.............................6
         2.19              Date of Employment..................................6
         2.20              Date of Separation..................................6
         2.21              Defined Benefit Fraction............................7
         2.22              Defined Contribution Fraction.......................7
         2.23              Effective Date......................................7
         2.24              Employee............................................7
         2.25              ESOP................................................8
         2.26              Group...............................................8
         2.27              Highly Compensated Participant......................9
         2.28              Hour of Service....................................10
         2.29              Normal Retirement Age..............................11
         2.30              One Year Service Break.............................11
         2.31              Participant........................................11
         2.32              Participant Accounts...............................11
         2.33              Participating Companies............................12
         2.34              Period of Separation...............................12
         2.35              Period of Service..................................12
         2.36              Period of Severance................................12
         2.37              Plan...............................................13
         2.38              Plan Administrator.................................13
         2.39              Plan Year..........................................13
         2.40              Plan Year Compensation.............................13
         2.41              Prior Year ACP Method..............................13
         2.42              Prior Year ADP Method..............................13
         2.43              Prior Year's Non-Highly Compensated Participant....14
         2.44              Reemployed Individual..............................14
         2.45              Section 415 Compensation...........................14
         2.46              Spouse.............................................16
         2.47              Termination Date...................................16
         2.48              Top Paid Group.....................................16
         2.49              Total Disability...................................17
         2.50              Trust Agreement....................................17
         2.51              Trustee............................................17
         2.52              Trust Fund.........................................17
         2.53              Union..............................................18
         2.54              Valuation Date.....................................18
         2.55              Year of Service....................................18

ARTICLE III                ELIGIBILITY........................................19
         3.1               Requirements for Eligibility.......................19
         3.2               Commencement of Participation......................19
         3.3               Method of Becoming a Participant...................19
         3.4               Reemployment.......................................20
         3.5               Change in Status...................................20
         3.6               Limited Participant................................21

ARTICLE IV                 COMPENSATION REDIRECTION...........................22
         4.1               Compensation Redirection Agreements................22
         4.2               Change in Compensation Redirection Agreements......22
         4.3               Revocation of Compensation Redirection Agreements..23

ARTICLE V                  COMPANY CONTRIBUTIONS..............................24
         5.1               Amount of Company Contributions....................24
         5.2               Company Matching Contributions.....................24
                  (a)      Non-Union Employees................................24
                  (b)      Union Employees....................................25
         5.3               Company Non-Matching Contributions.................25
                  (a)      Pre-1999 Contributions for Non-Union Employees.....25
                  (b)      Union Employees....................................26
                  (c)      Post June 30, 1999 Contributions for Non-Union
                           Employees..........................................27
                  (d)      Certain Union Participants.........................27
                  (e)      Discretionary Profit Sharing Contributions.........28
         5.4               Remittance of Company Contributions................28
         5.5               Maximum Contributions..............................28
         5.6               Return of Company Contributions....................29
         5.7               Return of Compensation Redirection Amounts.........29
         5.8               Return of Company Matched Contributions............32
         5.9               Maximum Redirection Amounts........................37
         5.10              Investment Fund Priority of Excess Contributions...37
         5.11              Plan Priority of Excess Contributions..............38
         5.12              ESOP and ESOP I Accounts Transfers.................38
         5.13              Transfer of Assets from Other Plans................38
         5.14              Rehire after Military Service......................39
         5.15              Optional EGTRRA Amendments.........................39

ARTICLE VI                 INVESTMENT OF CONTRIBUTIONS........................41
         6.1               Investment of Contributions........................41
         6.2               Change in Investment Election......................41
         6.3               Conversion of Investments..........................41

ARTICLE VII       PARTICIPANT ACCOUNTS........................................42
         7.1               Maintenance of Participant Accounts................42
         7.2               Valuation of Participant Accounts..................42
         7.3               Nature of Participant's Interest in Trust Fund.....42

ARTICLE VIII      WITHDRAWALS.................................................43
         8.1               Right to Withdraw..................................43
         8.2               Basis for Withdrawals..............................43
         8.3               Form of Payment....................................45

ARTICLE IX                 DISTRIBUTIONS......................................46
         9.1               Benefits on Retirement, Vested Resignation, Vested
                           Dismissal or Total Disability......................46
         9.2               Benefits on Death..................................47
         9.3               Non-Vested Benefits................................47
         9.4               Forfeiture Accounts and Forfeitures................49
         9.5               Application of Forfeitures.........................51
         9.6               Form of Payment....................................52
         9.7               Designation of Beneficiary.........................52
         9.8               Payment of Benefits................................52
         9.9               Death Distribution Provisions......................53
         9.10              Minimum Distribution Amount........................54
         9.11              Incapacity.........................................54
         9.12              Identity of Payee..................................55
         9.13              Direct Transfers...................................55

ARTICLE X                  ADOPTION AND WITHDRAWAL BY
                           SUBSIDIARIES AND AFFILIATES........................57
         10.1              Adoption by Affiliates.............................57
         10.2              Withdrawal by Participating Company................57

ARTICLE XI                 CLAIMS.............................................58
         11.1              Procedure..........................................58

ARTICLE XII       ADMINISTRATION OF PLAN......................................60
         12.1              Plan Administrator.................................60
         12.2              Delegation of Duties...............................60
         12.3              Duties of Plan Administrator.......................60
         12.4              Communications to Trustee..........................60
         12.5              Additional Rights of Plan Administrator............60
         12.6              Compliance with Law................................61
         12.7              Waiver of Time Deadlines...........................61

ARTICLE XIII      DUTIES OF THE TRUSTEE.......................................62
         13.1              General Provisions.................................62
         13.2              Trust Agreement....................................62
         13.3              Appointment of Investment Manager..................62
         13.4              Voting of Common Stock in Fund A...................63

ARTICLE XIV       MISCELLANEOUS...............................................64
         14.1              Payment of Expenses................................64
         14.2              Forms..............................................64
         14.3              No Right of Employment.............................64
         14.4              Construction.......................................64
         14.5              Copies of Documents................................64
         14.6              Jurisdiction.......................................65
         14.7              Nonalienation of Benefits..........................65
         14.8              Non-Diversion......................................66
         14.9              Non-Liability of Participating Companies...........66
         14.10             Illegal or Invalid Provisions......................66
         14.11             Execution of Counterparts..........................66
         14.12             Tax Approval.......................................67
         14.13             Non-Liability of Shareholders......................67
         14.14             Rights of Third Parties............................67
         14.15             Titles.............................................67
         14.16             Successors and Assigns.............................67
         14.17             Forms and Proofs; Notice of Address................67

ARTICLE XV        AMENDMENT, TERMINATION OR MERGER............................69
         15.1              Right To Amend or Terminate........................69
         15.2              Distribution upon Termination......................70
         15.3              Plan Merger or Consolidation.......................70

ARTICLE XVI       PARTICIPANT LOANS...........................................72
         16.1              Authorization by Plan Administrator................72
         16.2              Terms and Conditions...............................73
         16.3              Accounting for Loans...............................77

ARTICLE XVII      TEFRA TOP-HEAVY RULES.......................................78
         17.1              Application........................................78
         17.2              Determination......................................78
         17.3              Accrued Benefits...................................80
         17.4              Vesting Provisions.................................80
         17.5              Minimum Contribution...............................81
         17.6              Code Section 415 Limitations.......................81

ARTICLE XVIII     MERGER OF SIGCORP PLANS.....................................82
         18.1              Effective Date of Merger...........................82
         18.2              Eligibility........................................82
         18.3              Investment of Merged Funds.........................82
         18.4              Distributions......................................82
         18.5              Transfer of Plan Monies of Former Employees........82
         18.6              Accounts...........................................84

EXHIBIT A.....................................................................86

EXHIBIT B.....................................................................87

EXHIBIT C.....................................................................94









                               VECTREN CORPORATION
                               -------------------
                             RETIREMENT SAVINGS PLAN
                             -----------------------
             (AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002)
              ----------------------------------------------------



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

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

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

         Pursuant to rights reserved under Section 15.1 of the Plan, Vectren
amends and restates the Plan, effective (except as expressly provided herein)
January 1, 2002, to provide, in its entirety, as follows:





                                   ARTICLE I
                                   ---------
                           ESTABLISHMENT OF THE PLAN
                           -------------------------

1.1               Effective Date.  The Plan became effective as of July 1, 1986.
                  --------------

1.2               Legal  Requirements.  The  establishment of the Plan was
                  -------------------
                  contingent upon the receipt of a written determination  by the
                  Internal  Revenue  Service that the Plan and the Trust
                  Agreement qualify under Section 401(a), under Section 401(k)
                  and under Section 501(a) of the Code.





                                   ARTICLE II
                                   ----------
                                   DEFINITIONS
                                   -----------

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

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

                  (b)      such Participant's Plan Year Compensation for such
                           Plan Year;

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

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

                  (a)      Company contributions,  including Compensation
                           Redirection Amounts, and forfeitures, if applicable,
                           credited to his Participant Account for such Plan
                           Year under the Plan; and

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

                  (c)      amounts  allocated  after March 31, 1984 to an
                           individual  medical account as defined in Section
                           415(l)(2) of the Code which is part of a pension or
                           annuity plan  maintained by the Group  shall be
                           treated as annual  additions  to a  qualified
                           defined  contribution plan;  amounts  derived from
                           contributions  paid or accrued after  December 31,
                           1985 in taxable years ending after such date which
                           are attributable to  post-retirement  medical
                           benefits  allocated  to the  separate  account of a
                           key  employee  as defined in Section 419A(d)(3)  of
                           the Code under a welfare  benefit  fund as  defined
                           in Section  419(e) of the Code  maintained  by the
                           Group  shall also be treated as annual  additions  to
                           a tax qualified defined contribution plan.






2.3               Appropriate  Form  means  the form  prescribed  by the Plan
                  -----------------
                  Administrator  for  purposes  of any specific request or
                  authorization under the Plan.

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

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

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

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

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

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

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

2.9               Company Matching Contributions Account means for each
                  --------------------------------------
                  Participant the contributions made by the Participating
                  Companies under Section 5.2 and, for the period before January
                  1, 1999 under Section 5.3; provided, however, that the Company
                                             --------  -------
                  Matching Contributions Account shall also be credited with any
                  amounts transferred on his behalf to the Plan from the ESOP or
                  rollovers transferred in accordance with Section 5.13;
                  provided, further, that any amounts transferred from the ESOP
                  --------  -------
                  and any rollovers shall be fully vested and non-forfeitable at
                  all times.

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

2.11              Compensation means for each Participant the total cash salary
                  ------------
                  or wages (including overtime, bonuses, Compensation
                  Redirection Amounts and, effective January 1, 2001, salary
                  reductions under Section 132(f)(4) of the Code but excluding
                  non-cash salary, severance payments and fringe benefits) paid
                  by the Group to such Participant in a payroll period.
                  Compensation also includes with respect to a Participant any
                  ------------
                  amount which the Participant elects to contribute to this Plan
                  pursuant to a Compensation Redirection Agreement and which is
                  not includible in that Participant's gross income under
                  Section 125 of the Code. For Plan Years beginning after
                  December 31, 1988 and before January 1, 1994, Compensation in
                  excess of two hundred thousand dollars ($200,000), as adjusted
                  pursuant to Section 415(b)(1)(A) and (d)(1) of the Code, shall
                  be disregarded. In addition to other applicable limitations
                  set forth in this Plan, and notwithstanding any other
                  provision of this Plan to the contrary, for Plan Years
                  beginning on or after January 1, 1994, the annual Compensation
                  of each Employee taken into account under this Plan shall not
                  exceed the OBRA '93 Annual Compensation Limit. The OBRA '93
                  Annual Compensation Limit is one hundred and fifty thousand
                  dollars ($150,000), as adjusted by the Commissioner for
                  increases in the cost of living in accordance with Section
                  401(a)(17)(B) of the Code. The cost-of-living adjustment in
                  effect for a Plan Year applies to any period not exceeding
                  twelve (12) months, over which Compensation is determined
                  (determination period) beginning in such calendar year. If a
                  determination period consists of fewer than twelve (12)
                  months, the OBRA '93 Annual Compensation Limit will be
                  multiplied by a fraction, the numerator of which is the number
                  of months in the determination period, and the denominator of
                  which is twelve (12). For Plan Years beginning on or after
                  January 1, 1994, any reference in this Plan to the limitation
                  under Section 401(a)(17) of the Code shall mean the OBRA '93
                  Annual Compensation Limit set forth in this provision.

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

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

2.14              Compensation  Redirection  Amount means the amount of
                  ---------------------------------
                  reduction in a  Participant's  Compensation resulting from a
                  Compensation  Redirection  Agreement between a Participant and
                  the Participating Companies pursuant to Section 4.1.

2.15              Compensation   Redirection   Percentage  means  the
                  ---------------------------------------
                  percentage   reduction  in  a  Participant's Compensation
                  resulting from the  Compensation  Redirection  Agreement
                  between a Participant and the Participating Companies pursuant
                  to Section 4.1.

2.16              Computation  Period  means,  for all  purposes  of the Plan,
                  -------------------
                  the consecutive twelve (12) month period  commencing  on the
                  date on which such Employee  first (1st)  completes an Hour of
                  Service and any Plan Year beginning  after the date on which
                  such Employee first (1st)  completes an Hour of Service.

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

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

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


2.20              Date of Separation means the earlier of:
                  ------------------

                  (a)      the date an  Employee's  employment  with the  Group
                           terminates  by  reason  of a quit, discharge,
                           retirement (including disability retirement) or
                           death; or

                  (b)      the first anniversary of the first date of a period
                           in which the Employee remains absent from active
                           employment with the Group for some reason other than
                           a quit, discharge, retirement, death, approved leave
                           of absence or military service.

2.21              Defined Benefit Fraction means for any Plan Year a fraction:
                  ------------------------

                  (a)      the numerator of which is the projected annual
                           benefit of a Participant under all qualified defined
                           benefit plans of the Group (determined as of the last
                           calendar day of that Plan Year), and

                  (b)      the denominator of which is the lesser of:

                           (i)      the product of one and twenty-five one
                                    hundredths (1.25) multiplied by ninety
                                    thousand dollars ($90,000), as adjusted
                                    beginning with the Plan Year commencing
                                    January 1, 1988 pursuant to Section
                                    415(b)(1)(A) and to Section 415(d)(1) of the
                                    Code, or

                           (ii)     the product of one and four tenths (1.4)
                                    multiplied by one hundred percent (100%) of
                                    such Participant's average Section 415
                                    Compensation for his three (3) consecutive
                                    Plan Years that produce the highest average.

2.22              Defined Contribution Fraction means for any Plan Year a
                  -----------------------------
                  fraction:


                  (a)      the numerator of which is the sum of the Annual
                           Additions to a Participant's accounts under all
                           qualified defined contribution plans of the Group
                           (determined as of the last calendar day of that Plan
                           Year), and

                  (b)      the denominator of which is the sum of the lesser of
                           the following amounts determined for that Plan Year
                           and for each prior Plan Year of service with the
                           Group:

                           (i)      the product of one and twenty-five one
                                    hundredths (1.25) multiplied by thirty
                                    thousand dollars ($30,000) or, if greater,
                                    one-fourth (1/4th) of the dollar limitation
                                    in effect for such Plan Year under Section
                                    415(b)(1)(A) of the Code, or

                           (ii)     the product of one and four tenths (1.4)
                                    multiplied by twenty-five percent (25%) of
                                    such Participant's Section 415 Compensation
                                    for such Plan Year.

2.23              Effective Date means July 1, 1986.
                  --------------

2.24              Employee means any person who is employed by and receives
                  --------
                  Compensation from the Group but shall exclude any employee who
                  is part of a collective bargaining unit unless and until the
                  applicable Company and the collective bargaining
                  representative for that unit agree in writing for the person's
                  coverage hereunder; provided, however, that for the period on
                                      --------  -------
                  and after October 1, 1994 Employee shall also include any
                  person who is employed by and receives Compensation from the
                  Group and whose terms of employment with the applicable
                  Company are governed by a collective bargaining agreement
                  between the Union and the Company and which collective
                  bargaining agreement provides for the person's coverage
                  hereunder.

                  Employee shall also include any individual deemed to be a
                  --------
                  leased employee (as defined below) of the Group but only to
                  the extent required by the Code. For purposes of this Plan,
                  the term "leased employee" means any person (other than an
                  employee of the recipient) who pursuant to an agreement
                  between the recipient and any other person ("leasing
                  organization") has performed services for the recipient (or
                  for the recipient and related persons determined in accordance
                  with Section 414(n)(6) of the Code) on a substantially
                  full-time basis for a period of at least one year, and with
                  respect to Plan Years beginning on or after January 1, 1997,
                  such services are performed under the primary direction or
                  control by the recipient employer; provided, however, that a
                                                     --------  -------
                  leased employee shall not be considered an employee of the
                  recipient if (a) such employee is covered by a money purchase
                  pension plan providing a nonintegrated employer contribution
                  rate of at least ten percent (10%) of Compensation, immediate
                  participation and full and immediate vesting and (b) leased
                  employees do not constitute more than twenty percent (20%) of
                  the recipient's non-highly compensated workforce.

                  A leased employee within the meaning of Section 414(n)(2) of
                  the Code shall become a Participant in the Plan based on
                  service as a leased employee only as provided in provisions of
                  the Plan other than this Section. Contributions or benefits
                  provided a leased employee by the leasing organization which
                  are attributable to services performed for the recipient
                  employer shall be treated as provided by the recipient
                  employer.

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

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

                  of:

                  (a)      computing  an  Employee's  Years of  Service  and
                           Hours of  Service  to  determine  his eligibility  to
                           participate  in the Plan and his right to make
                           withdrawals  pursuant to Section 8.2;

                  (b)      applying the limitations contained in Section 5.5;

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

                  (d)      determining a Participant's Termination Date, and

                  (e)      determining whether a Participant is a Highly
                           Compensated Participant,

                  Group shall also include any entity which, together with a
                  -----
                  Participating Company, constitutes a member of a controlled
                  group of corporations (as defined in Section 414(b) of the
                  Code), a member of a group of trades or businesses (whether or
                  not incorporated) which is under common control (as defined in
                  Section 414(c) of the Code), a member of an affiliated service
                  group (as defined in Section 414(m) of the Code) or any other
                  entity required to be aggregated with a Participating Company
                  pursuant to Section 414(o) of the Code, but only to the extent
                  required by the Code.

2.27              Highly  Compensated  Participant  means for each Plan Year
                  --------------------------------
                  beginning on and after January 1, 1997 and you shall include
                  any Employee described in Section 414(q) of the Code who:

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

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

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

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

                  (d)      Section 415 Compensation shall include any amount
                           which is contributed by the Group pursuant to a
                           salary reduction agreement and which is not
                           includible in the gross income of an Employee under
                           Sections 125, 401(k), 402(a)(8), 402(h)(1)(B) and
                           403(b) of the Code.

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

2.28              Hour of Service means and shall include:
                  ---------------

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

                  (b)      each hour for which an Employee is directly or
                           indirectly paid, or entitled to payment, by the Group
                           on account of a period of time during which no duties
                           are performed (irrespective of whether the employment
                           relationship has terminated)due to vacation, holiday,
                           illness, incapacity (including disability but
                           excluding any disability payments made pursuant to
                           the Plan or pursuant to any other qualified
                           retirement plans maintained by the Group), layoff,
                           jury duty, military duty or leave of absence;
                           provided, however, that no Hours of Service shall be
                           --------   -------
                           credited  under this Subsection if the payment is
                           made or due solely as reimbursement for medical or
                           medically-related expenses incurred by such Employee
                           or to comply with applicable workmen's compensation,
                           unemployment compensation or disability insurance
                           laws, if any; no more than five hundred and one (501)
                           Hours of Service shall be credited under this
                           Subsection for any single continuous period (whether
                           or not such period occurs in a single Computation
                           Period); hours under this Subsection shall be
                           calculated and credited pursuant to Section
                           2530.200b-2 of the Department of Labor Regulations
                           which are incorporated herein by this reference; and

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

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

                  To the extent required under the Family and Medical Leave Act
                  of 1993 ("FMLA") and solely for purposes of determining
                  whether a Break in Service for participation and vesting
                  purposes has occurred in any computation period, an individual
                  who is absent from work on unpaid leave under the FMLA on or
                  after August 5, 1993 shall receive credit for the Hours of
                  Service which would otherwise have been credited to such
                  individual but for such absence or, in any case in which such
                  Hours of Service cannot be determined, eight (8) Hours of
                  Service per each regularly scheduled work day of such absence.

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

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

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


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

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

2.33              Participating Companies means Vectren Corporation, Southern
                  -----------------------
                  Indiana Gas and Electric Company, and any entity which becomes
                  a Participating Company in accordance with Article X.

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

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

                  (a)      such Employee's Date of Employment; or

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

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

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

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

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

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

                  (c)      by reason of the pregnancy of the Employee,

                  (d)      by reason of the birth of a child of the Employee,

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

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

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

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

2.39              Plan Year means the calendar year.
                  ---------

2.40              Plan Year Compensation means with respect to each Employee for
                  ----------------------
                  each Plan Year the sum of the wages, salaries and bonuses
                  (including overtime, commissions, Compensation Redirection
                  Amounts) paid by the Group to such Employee or, if applicable,
                  to the Plan. Plan Year Compensation also includes, with
                  respect to a Participant, any amount which is not includible
                  in the Participant's gross income under Section 125 of the
                  Code and, effective January 1, 2001, under Section 132(f)(4)
                  of the Code. For Plan Years beginning after December 31, 1988,
                  Plan Year Compensation in a Plan Year in excess of the OBRA
                  '93 Annual Compensation Limit (as such term is defined in
                  Section 2.11) shall be disregarded.

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

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

2.43              Prior Year's Non-Highly Compensated Participant means, with
                  -----------------------------------------------
                  respect to any Plan Year beginning on or after January 1,
                  1997, each individual who was in the immediately preceding
                  Plan Year:

                  (a)      an Employee eligible to participate in this Plan; and

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

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

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

                  (a)      with any vested interest in his Participant Accounts,
                           or

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

                           (i)      before a One Year Service Break,

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

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

2.45              Section 415 Compensation means for each Plan Year and shall:
                  ------------------------

                  (a)      include amounts accrued to a Participant (regardless
                           of whether he was a Participant during the entire
                           Plan Year):

                           (i)      as wages, salaries, fees for professional
                                    services and other amounts received for
                                    personal services actually rendered in the
                                    course of employment with the Group,
                                    including but not limited to commissions,
                                    compensation for services on the basis of a
                                    percentage of profits and bonuses;

                           (ii)     for purposes of Subsection (a)(i) above,
                                    earned income from sources outside the
                                    United States (as defined in Section 911(b)
                                    of the Code), whether or not excludible from
                                    gross income under Section 911 of the Code
                                    or deductible under Section 913 of the Code;

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

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

                           (v)      for Plan Years beginning after December 31,
                                    1997, by a Participant's elective deferrals
                                    under Section 402(g)(3) of the Code and any
                                    amount which is contributed or deferred by
                                    the Group at the election of the Participant
                                    and which is not includible in the
                                    Participant's income by reason of Section
                                    125 or 457 of the Code.

                  (b)      not include:

                           (i)      notwithstanding Subsection (a)(i) above and
                                    solely with respect to Plan Years beginning
                                    before January 1, 1998, amounts contributed
                                    to the Plan under Article V;

                           (ii)     except as otherwise  provided in Subsection
                                    (a)(v) above, other contributions made by
                                    the Group to a qualified  plan of deferred
                                    compensation to the extent that, before the
                                    application of the Section 415 of the Code
                                    limitations to that plan, the contributions
                                    are not includible in the gross income of
                                    such Participant for the taxable year in
                                    which contributed; in addition, Company
                                    contributions made on behalf of such
                                    Participant to a simplified employee pension
                                    plan described in Section 408(k) of the Code
                                    shall not be considered as Section 415
                                    Compensation for the taxable year in which
                                    contributed; additionally, any distributions
                                    from a qualified plan of deferred
                                    compensation shall not be considered as
                                    Section 415 Compensation, regardless of
                                    whether such amounts are includible in the
                                    gross income of such Participant when
                                    distributed; however, any amounts received
                                    by such Participant pursuant to an unfunded
                                    nonqualified plan shall be considered as
                                    Section 415 Compensation in the taxable year
                                    in which such amounts are includible in the
                                    gross income of such Participant; and

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

                  Notwithstanding anything in this Section 2.45 to the contrary,
                  for Plan Years beginning on or after January 1, 1998, Section
                  415 Compensation shall include any elective deferral (as
                  defined in Section 402(g) of the Code) and any amount
                  contributed or deferred at the election of the Participant
                  that is not includible in that Participant's gross income by
                  reason of Section 125 or Section 457 and, effective January 1,
                  2001, Section 132(f)(4) of the Code.

2.46              Spouse means the person to whom an Employee is lawfully
                  ------
                  married or was lawfully married at the date of his death.

2.47              Termination Date means the date on which a Participant's
                  ----------------
                  employment with the Group is terminated by reason of his
                  discharge, resignation, retirement, Total Disability or death.

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

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

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

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

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

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

2.49              Total Disability means a Participant's mental or physical
                  ----------------
                  condition which entitles him to disability benefits under the
                  long term disability plan maintained by the Group.

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

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


2.52              Trust Fund means the cash and other assets held and
                  ----------
                  administered by the Trustee in accordance with the provisions
                  of the Trust Agreement and of the Plan and shall consist of
                  the following investment funds:

                  (a)      Fund A which shall be invested principally in shares
                           ------
                           of common stock of Vectren Corporation which shares
                           shall be purchased on the open market, unless Vectren
                           Corporation makes available for purchase by the Plan
                           authorized but unissued shares of its common stock at
                           a price per share equal to its closing price as
                           reported in The Wall Street Journal as of the trading
                                       -----------------------
                           day immediately preceding the date of such purchase;

                  (b)      Fund B which shall be a stable value fund investing
                           ------
                           principally in fixed income investments, including
                           guaranteed investment contracts, bank investment
                           contracts and structured investment contracts;

                  (c)      Fund C which shall be an equity investment fund
                           ------
                           consisting primarily of common stocks; and

                  (d)      Fund D which shall be a balanced fund investing
                           ------
                           primarily in a mix of fixed income investments and
                           equities;

                  (e)      Fund E which shall be an equity index fund investing
                           ------
                           in all five hundred (500) stocks composing the
                           S&P 500;

                  (f)      Fund F which shall be a fund investing in equity
                           ------
                           securities emphasizing long-term growth of capital
                           and income and which is primarily invested either in
                           equities or other mutual fund equity funds;

                  (g)      Fund G which shall be an equity fund investing
                           ------
                           primarily  in  equities of  non-United States
                           companies; and

                  (h)      Fund H which shall be an equity fund investing in
                           ------
                           emerging growth companies;


                  Without the need of a formal amendment, the Plan Administrator
                  may modify the available investment funds.

2.53              Union means the International Brotherhood of Electrical
                  -----
                  Workers, Locals 1393 and 702, the United Steelworkers of
                  America AFL-CIO-CLC, Locals 7441 and 12213, Utility Workers
                  Union of America, Local 175, Teamsters, Chauffeurs,
                  Warehousemen, and Helpers Local No. 135 and any other
                  collective bargaining unit with respect to which the
                  Participating Companies and that collective bargaining unit
                  have agreed to its participation in this Plan.

2.54              Valuation Date means and shall include each business date.
                  --------------

2.55              Year of Service means any Computation Period during which an
                  ---------------
                  Employee completes one thousand (1,000) Hours of Service;
                  provided, however, that for eligibility purposes, an Employee
                  --------  -------
                  shall not be deemed to have completed a Year of Service in a
                  Computation Period until the last day of the Computation
                  Period. An Employee's Years of Service shall include the
                  Employee's employment with Dayton Power & Light Company but
                  only to the extent the Employee was employed by Dayton Power &
                  Light Company immediately prior to the date on which certain
                  assets of Dayton Power & Light Company were acquired by the
                  Group.






                                   ARTICLE III
                                   -----------
                                   ELIGIBILITY
                                   -----------

3.1               Requirements for Eligibility. Each Employee who is expected to
                  ----------------------------
                  complete at least one thousand (1,000) Hours of Service during
                  his first Computation Period is eligible to become a
                  Participant in the Plan once he completes at least one (1)
                  Hour of Service. An Employee who is not expected to complete
                  at least one thousand (1,000) Hours of Service during his
                  first Computation Period is eligible to become a Participant
                  in the Plan once he completes at least one (1) Year of Service
                  or, in the case of an Employee whose terms of employment are
                  not covered by a collective bargaining agreement between a
                  Participating Company and a Union, at least a one (1) year
                  Period of Service.

3.2               Commencement of Participation. An Employee shall become a
                  -----------------------------
                  Participant in the Plan as soon as practicable following
                  satisfaction of the requirements for eligibility set forth in
                  Section 3.1; provided, however, that such Employee shall not
                               --------  -------
                  have his Compensation redirected pursuant to Section 4.1 until
                  he has complied with Section 3.3. If an Employee is a
                  Participant and is eligible to have his Compensation
                  redirected pursuant to Section 4.1 but does not elect to
                  redirect his Compensation when first eligible to do so, he may
                  commence having his Compensation redirected at any time
                  thereafter, assuming that such Employee continues to be
                  eligible under the Plan and complies with Section 3.3.

3.3               Method of Becoming a Participant.  An Employee shall become a
                  ------------------------------------
                  Participant in the Plan by following the procedures
                  established by the Plan Administrator and:

                  (a)      electing to have his Compensation redirected pursuant
                           to Section 4.1;

                  (b)      electing to have the amount by which his Compensation
                           is redirected contributed by the Participating
                           Companies to the Plan;

                  (c)      specifying his investment election for his
                           Compensation Redirection Amount and the annual
                           Company contributions made under Section 5.3 among
                           the investment funds maintained pursuant to the Plan;

                  (d)      agreeing to the terms of the Plan; and

                  (e)      designating a Beneficiary to receive any benefits
                           which may be payable under the Plan after his death.

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

                  (a)      his reemployment date by the Group, or

                  (b)      the date on which he would have otherwise been
                           eligible to participate in the Plan had his
                           employment by the Group not been terminated;

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

3.5               Change in Status. If a Participant hereunder ceases to be an
                  ----------------
                  Employee due to a change in his employment status, while
                  remaining an employee of the Group (as defined for purposes of
                  Article XVII), he shall become an inactive Participant
                  hereunder until such time as he again becomes an Employee, and
                  during the period in which he is an inactive Participant he
                  shall no longer be entitled to redirect his Compensation to
                  the Plan; provided, however, that his Participant Account
                            --------  -------
                  shall continue to be adjusted in accordance with Article VII;
                  provided, further, that the employment of such an inactive
                  Participant shall not be deemed terminated until he ceases to
                  be employed by the Group (as such term is defined for purposes
                  of Article XVII). If an employee who is not a Participant
                  becomes an Employee due to a change in his employment status
                  or due to the adoption of the Plan by his employer in
                  accordance with Section 11.1, he shall become eligible to
                  participate in this Plan immediately; provided, however, that
                                                        --------  -------
                  his participation shall not commence until his enrollment in
                  accordance with the procedures set forth in Section 3.3.

3.6               Limited Participant. An Employee who is not eligible to become
                  -------------------
                  a Participant in the Plan but on whose behalf amounts are
                  transferred to the Plan from another qualified retirement plan
                  in accordance with Section 5.13 shall be deemed to be a
                  limited Participant under the Plan with respect to such
                  transferred amounts.





                                   ARTICLE IV
                                   ----------
                            COMPENSATION REDIRECTION
                            ------------------------

4.1               Compensation Redirection Agreements. Each Employee electing to
                  -----------------------------------
                  participate in the Plan shall enter into a Compensation
                  Redirection Agreement with the Participating Companies if he
                  elects to have a portion of his Compensation contributed to
                  the Plan. If an Employee completes a Compensation Redirection
                  Agreement, he shall specify a percentage from one percent (1%)
                  to nineteen percent (19%) or, effective January 1, 2002, fifty
                  percent (50%) (in multiples of one (1) percentage point).
                  Subject to limitations set forth in Section 5.5 and Section
                  5.9 of this Plan and notwithstanding anything contained herein
                  to the contrary, an Employee whose terms of employment are
                  covered by a collective bargaining agreement entered into by
                  the Group and International Brotherhood of Electrical Workers,
                  Local 702 shall be eligible to defer one hundred percent
                  (100%) of any payout under the Performance Incentive Plan as
                  an additional Compensation Redirection Amount under this Plan;
                  provided, however, that an Employee shall only be permitted to
                  --------  -------
                  make an election to defer one hundred percent (100%) of his
                  Performance Incentive Plan payout under this Plan except as
                  otherwise limited under Code Section 402(g); provided,
                                                               --------
                  further, that no Company Matching Contribution shall be made
                  -------
                  with respect to any amounts accrued under the Performance
                  Incentive Plan but deferred under this sentence. Subject to
                  limitations set forth in Section 5.5 and Section 5.9 of this
                  Plan and notwithstanding anything contained herein to the
                  contrary, an Employee whose terms of employment are covered by
                  a collective bargaining agreement entered into by the Group
                  and the Utility Workers Union of America, Local 175 shall be
                  eligible to defer between one percent (1%) and one hundred
                  percent (100%), in whole percentage increments, of any of the
                  guaranteed annual payment or any incentive plan payment earned
                  by such Employee as an additional Compensation Redirection
                  Amount under this Plan; provided, however, that any such
                                          --------  -------
                  Employee shall not be permitted to make an election to defer
                  any amount which would cause the limits set forth in Code
                  Section 401(g) to be exceeded.

4.2               Change in Compensation Redirection Agreements. By following
                  ---------------------------------------------
                  the procedures established by the Plan Administrator, a
                  Participant may prospectively change his Compensation
                  Redirection Agreement within the limits set forth in Section
                  4.1. The Plan Administrator may as of any payroll period
                  modify the Compensation Redirection Agreements of any
                  Participant if necessary to comply with the limits contained
                  in Sections 5.5, 5.7, 5.8 and 5.9; provided, however, that any
                                                     --------  -------
                  modification by the Plan Administrator shall be determined in
                  a uniform and non-discriminatory manner; provided, further,
                                                           --------  -------
                  that any modification may result in the Compensation
                  Redirection Percentage of a Participant reduced to a
                  fractional percentage in order to permit such Participant to
                  maximize his Compensation Redirection Amount.

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





                                    ARTICLE V
                                    ---------
                              COMPANY CONTRIBUTIONS
                              ---------------------

5.1               Amount of Company Contributions. Subject to the limitations of
                  -------------------------------
                  Section 5.5, the Participating Companies shall contribute with
                  respect to each payroll period an amount equal to one hundred
                  percent (100%) of that Participant's Compensation Redirection
                  Amount; provided, however, that the amount of contributions by
                          --------  -------
                  any Participating Companies under this Section and under
                  Sections 5.2 and 5.3 with respect to any Plan Year shall not
                  exceed an amount equal to the maximum amount deductible by
                  such Participating Companies under Section 404 of the Code for
                  such Plan Year as an expense for federal income tax purposes;
                  provided, further, that no contributions shall be made under
                  --------  -------
                  this Section after the effective date of a Participant's
                  termination of employment with the Participating Companies.

5.2               Company Matching Contributions.
                  ------------------------------

                  (a)      Non-Union Employees.  Subject to the limitations of
                           --------------------
                           Section 5.5 and Section 5.8 and effective January 1,
                           1999, the Company Matching Contributions with respect
                           to each payroll period for a Participant whose terms
                           of employment are not governed by a collective
                           bargaining agreement entered into by a Company and a
                           Union shall be an amount equal to one hundred percent
                           (100%) or, effective January 1, 2001, fifty percent
                           (50%) of that portion of such Participant's
                           Compensation Redirection Amount not in excess of six
                           percent (6%) of his Compensation in such  payroll
                           period to be allocated to his Company Matching
                           Contributions  Account;  provided,  however,  that
                                                    --------   -------
                           effective July 1, 2000 for Participants who were not
                           employed by Indiana Energy, Inc. or any of its
                           subsidiaries on March 30, 2000, the Company Matching
                           Contributions with respect to each payroll  period
                           shall be an amount equal to fifty percent (50%) of
                           that portion of such Participant's Compensation
                           Redirection Amount not in excess of six percent (6%)
                           of his Compensation in such payroll period to be
                           allocated to his Company Matching Contributions
                           Account.  Notwithstanding anything contained in this
                           Section 5.2 to the contrary, if the Plan
                           Administrator reduces or returns in accordance with
                           Section 5.7 the Compensation Redirection Amounts of a
                           Participant in order to comply with Section 5.7,
                           Section 415 of the Code or Section 402(g) of the
                           Code, the Participating Companies shall be required
                           to forfeit any Company Matched Contributions
                           attributable to the reduced or returned Compensation
                           Redirection Amounts but only to the extent that the
                           Participant Compensation Redirection Amounts for such
                           Plan Year (after adjusted to reflect the required
                           reductions and returns) is not in excess of six
                           percent (6%) of his Compensation for such Plan Year.

                  (b)      Union Employees. Subject to the limitations of
                           ---------------
                           Section 5.5 and Section 5.8 and effective January 1,
                           1999 and except as provided below, the Participating
                           Companies shall also contribute with respect to each
                           payroll period for a Participant whose terms of
                           employment are governed by a collective bargaining
                           agreement entered into by the Participating Companies
                           and a Union during which a Participant has in effect
                           a Compensation Redirection Agreement an amount equal
                           to fifty percent (50%) of:

                           (i)      that portion of such Participant's
                                    Compensation Redirection Amount not in
                                    excess of four percent (4%) or, in the case
                                    of a Participant whose terms of employment
                                    are governed by a collective bargaining
                                    agreement entered into by the Participating
                                    Companies and the Teamsters, Chauffeurs,
                                    Warehousemen, and Helpers Local No. 135,
                                    three percent (3%) of his Compensation in
                                    such payroll period; and

                           (ii)     any amounts redirected to the Plan by the
                                    Participant and not includible in that
                                    Participant's income under Section 125 of
                                    the Code;

                           to be allocated to his Company Matching Contributions
                           Account; provided, however, that Participants whose
                                    --------  -------
                           terms of employment are governed by a collective
                           bargaining agreement entered into by the
                           Participating Companies and International Brotherhood
                           of Electrical Workers, Local 702 shall not be
                           eligible for Company Matching Contributions until
                           October 1, 2000 and shall not be eligible for any
                           Company Matching Contributions relating to amounts
                           deferred by the Participant under the Performance
                           Incentive Plan.

                           Notwithstanding anything contained in this Section to
                           the contrary and subject to the limitations of
                           Section 5.5 and Section 5.8, the Company Matching
                           Contributions made on behalf of Participants whose
                           terms of employment are governed by a collective
                           bargaining agreement entered into by the Group and
                           the Utility Workers Union of America, Local 175 shall
                           be equal to one hundred percent (100%) of that
                           portion of such Participant's Compensation
                           Redirection Amount not in excess of nineteen percent
                           (19%) of his Compensation in such payroll period;
                           provided, however, that the maximum annual Company
                           --------  -------
                           Matching Contribution under this sentence for any
                           Participant in any Plan Year shall be one thousand
                           dollars ($1,000.00) or, in the case of the period
                           between October 1, 2000 and December 31, 2000, two
                           hundred and fifty dollars ($250.00).

5.3               Company Non-Matching Contributions.
                  ----------------------------------

                  (a)      Pre-1999 Contributions for Non-Union Employees.  For
                           --------------------------------------------------
                           Plan Years beginning before January 1, 1999 and
                           subject to the limitations of Section 5.5, the
                           Participating Companies also contributed with respect
                           to each Plan Year for a Participant (regardless  of
                           the number of Hours of Service completed by such
                           Participant during such Plan Year) whose terms of
                           employment were not governed by a collective
                           bargaining agreement entered into by a Company and a
                           Union who was actively employed by the Company on the
                           last calendar day of the Plan Year an amount equal to
                           two and one-half percent (2 1/2%) of his annualized
                           base salary from the Participating Companies
                           (including Compensation Redirection Amounts and
                           commissions but excluding overtime, bonuses and any
                           other extraordinary compensation) in effect on the
                           December 1 in the Plan Year for which the
                           contribution related; provided, however, that for
                                                 --------   -------
                           purposes of this Section, a Participant shall be
                           deemed to be actively employed by the Participating
                           Companies if he is on a paid or FMLA leave of
                           absence, he is receiving benefits under a short term
                           disability plan maintained by the Participating
                           Companies or he is receiving wages from the
                           Participating Companies under a wage continuation
                           program maintained by the Participating Companies but
                           shall not be deemed actively employed by the
                           Participating Companies if he is on an unpaid leave
                           of absence (other than FMLA leave) or if he is
                           receiving benefits under any long term disability
                           plan maintained by the Participating Companies;
                           provided, further, that with respect to any Employee
                           --------  -------
                           becoming a Participant after August 1, 1994, the
                           Participant shall be required to have completed at
                           least one thousand (1,000) Hours of Service in a Plan
                           Year to be eligible for the annual contribution
                           described in this Section for the Plan Year.

                  (b)      Union Employees. For Plan Years beginning before
                           ----------------
                           January 1,  1999 and subject to the limitations of
                           Section 5.5, the  Participating Companies also
                           contributed with respect to each Plan Year for a
                           Participant (regardless of the number of Hours of
                           Service completed by such Participant during such
                           Plan Year) whose terms of employment were governed by
                           a collective bargaining agreement entered into by a
                           Participating Company and a Union and who was
                           actively employed by a Participating Company on the
                           last calendar day of the Plan Year an amount equal to
                           two and one-half percent (2 1/2%) of his annualized
                           base salary from the Participating Companies
                           (including Compensation Redirection Amounts and
                           commissions but excluding overtime, bonuses and any
                           other extraordinary compensation) in effect on the
                           December 15 in the Plan Year for which the
                           contribution relates; provided, however, that for
                                                 --------   -------
                           purposes of this Section, a Participant shall be
                           deemed to be actively employed by a Participating
                           Company if he is on a paid or FMLA leave of absence,
                           he is receiving benefits under a short term
                           disability plan maintained by the Group but shall not
                           be deemed actively employed by the Participating
                           Companies if he is on an unpaid leave of absence
                           (other than FMLA leave) or if he is receiving
                           benefits under any long term disability plan
                           maintained by the Group; provided, further, that with
                                                    --------   -------
                           respect to any Employee becoming a Participant after
                           August 1, 1994, the Participant shall be required to
                           have completed at least one thousand (1,000) Hours of
                           Service in a Plan Year to be eligible for the annual
                           contribution described in this Section for the Plan
                           Year.

                  (c)      Post June 30, 1999 Contributions for Non-Union
                           -----------------------------------------------------
                           Employees.  For the period beginning on

                           and after July 1, 2000, the Participating Companies
                           shall also contribute for a Participant (regardless
                           of the number of Hours of Service completed by such
                           Participant) who was not an Employee of Indiana
                           Energy, Inc. or one of its subsidiaries on or before
                           March 30, 2000 and whose terms of employment are not
                           governed by a collective bargaining agreement entered
                           into by a Company and a union an amount equal to
                           three percent (3%) of his Compensation in each
                           payroll period; provided, however, that this three
                           --------   -------
                           percent (3%) contribution shall not be made on behalf
                           of any Participant who is actively employed and on
                           the payroll of Southern Indiana Gas and Electric
                           Company on March 31, 2000 unless such Participant
                           chooses to receive the three percent (3%) annual
                           contribution in lieu of other rights otherwise
                           available under other Company  sponsored qualified
                           retirement plans or, for the period before January 1,
                           2000 and, in the case of Participants listed on
                           Exhibit B, for the period after December 31, 2000,
                           shall not be made on behalf of a Participant employed
                           by Vectren Energy Delivery of Ohio, Inc.; provided,
                                                                     --------
                           further,  that attached to this Plan as Exhibit B is
                           -------
                           a list of Participants who have not made the special
                           election to receive the three percent (3%)
                           contribution under this Plan; provided, further, that
                                                         --------   -------
                           effective January 1, 2002, the Participants employed
                           by the Participating Companies listed on Exhibit C
                           shall not be eligible for the annual contribution
                           described in this Subsection (c).

                  (d)      Certain Union Participants. For the period beginning
                           --------------------------
                           on October 1, 2000, the Participating Companies shall
                           also contribute in each Plan Year on December 15 of
                           such Plan Year or as soon as practicable thereafter
                           for a Participant whose terms of employment are
                           governed by a collective bargaining agreement entered
                           into by the Group and the Utility Workers Union of
                           America, Local 175 (regardless of the number of Hours
                           of Service completed by such Participant) and who is
                           employed on December 1 of such Plan Year equal to the
                           amount determined in accordance with the following
                           schedule:


                                    Year                 Amount of Contribution
                                    ----                 ----------------------
                                    2000                        $  900
                                    2001                        $1,000
                                    2002                        $1,100
                                    2003                        $1,200
                                    2004                        $1,300
                                    2005                        $1,400

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

5.4               Remittance of Company Contributions. Company contributions
                  ----------
                  required under Sections 5.1 and 5.2 shall be remitted to the
                  Trustee as  soon as  practicable,  but in any  event  within
                  thirty (30)  calendar days after the month during which the
                  Compensation upon which the contributions are based would have
                  been paid to the Participants, and shall then be allocated
                  among the investment funds as directed by the Participants.
                  Company contributions under Section 5.3(c) shall be remitted
                  to the Trustee as soon as practicable after the end of the
                  payroll period to which the Company contributions relate, but
                  in any event before the  Company's  federal  income tax return
                  is due (including extensions) for that Plan Year during which
                  occurs the payroll period and shall then be allocated among
                  investment funds as directed by the Participants.  Company
                  contributions under Section 5.3(d) shall be remitted to the
                  Trustee no later than the due date for the Company's federal
                  income tax return (including extensions) for that Plan Year
                  during which the annual contribution is accrued.

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

                  (a)      twenty-five percent (25%) of such Participant's
                           Section 415 Compensation from the Group in that Plan
                           Year, or

                  (b)      thirty thousand dollars ($30,000), as adjusted for
                           cost of living increases pursuant to Section 415(d)
                           of the Code.

                  Notwithstanding anything contained herein to the contrary, the
                  limit on Annual Additions shall be increased to any greater
                  amount permitted by Section 415 of the Code which Code Section
                  is incorporated herein by reference. For Plan Years beginning
                  before January 1, 2000, in any case in which an Employee is a
                  participant in one (1) or more qualified defined contribution
                  plans and in one (1) or more qualified defined benefit plans
                  (as those terms are defined in Section 415(k) of the Code)
                  maintained by the Group, the sum of the Defined Benefit
                  Fraction and of the Defined Contribution Fraction in any Plan
                  Year computed as of the last calendar day of such Plan Year
                  shall not exceed one (1.0).

                  If, as a result of a reasonable error in estimating a
                  Participant's Section 415 Compensation, the allocation of
                  forfeitures, a reasonable error in determining the amount of
                  Compensation Redirection Amounts that may be contributed to
                  the Plan with respect to any individual under the limits of
                  Section 415 of the Code or other facts and circumstances which
                  the Commissioner of Internal Revenue finds justifies the
                  corrective action described in this Subsection, the
                  limitations as contained in this Subsection would be exceeded
                  for any Participant, the Plan Administrator shall take action
                  in accordance and consistent with Section 415 of the Code and
                  applicable Treasury Regulations (which Code Section and
                  applicable regulations are hereby incorporated by reference)
                  to reduce the Participant's Compensation Redirection Amount,
                  and Company contributions to the extent necessary to comply
                  with the Section 415 of the Code limit.

5.6               Return of Company Contributions. Notwithstanding the
                  foregoing, a Participating Company shall be entitled to
                  receive, without interest, the amount of any contributions
                  made by it to the Plan on account of a mistake in fact;
                  provided, however, that repayment of such mistaken
                  --------  -------
                  contributions is made to the Participating Company within one
                  (1) year after the date of remittance of such contributions to
                  the Trustee. Any contributions returned to a Participating
                  Company which represent a Participant's Compensation
                  Redirection Amounts shall be immediately refunded to that
                  Participant by the Participating Companies. Any earnings
                  attributable to amounts refunded to a Participant in
                  accordance with the previous sentence shall also be paid to
                  such Participant as soon as practicable.

5.7               Return of Compensation Redirection Amounts.  In any Plan Year
                  ----------------------------------------------
                  in which the average of the Actual Deferral Percentages for
                  the group of Highly Compensated Participants would be more
                  than the greater of:

                  (a)      the average of the Actual Deferral Percentage of all
                           other Employees who are eligible to be Participants
                           multiplied by one and one-fourth (1 1/4), or

                  (b)      the lesser of:

                           (i)      two percent (2%) plus the average of the
                                    Actual Deferral Percentage of all other
                                    Employees who are eligible to be
                                    Participants, or

                           (ii)     average of the Actual Deferral Percentage of
                                    all other Employees who are eligible to be
                                    Participants multiplied by two (2),

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

                  For Plan Years beginning on or after January 1, 1997 and
                  unless the Plan Administrator properly elects at such time and
                  in such manner as prescribed by the Secretary of the Treasury
                  to apply the Current Year ADP Method instead, if after making
                  the adjustments required by Section 5.9 the average of the
                  Actual Deferral Percentages for the group of Highly
                  Compensated Participants who are eligible to be Participants
                  in a Plan Year would be more than the greater of:

                  (c)      the average of the immediately preceding Plan Year's
                           Actual Deferral Percentages of all Prior Year's
                           Non-Highly Compensated Participants multiplied by one
                           and one fourth (1 th), or

                  (d)      the lesser of:

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

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

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

                  Reduction of Compensation Redirection Percentages shall be
                  accomplished first by determining the maximum deferral for the
                  group of Highly Compensated Participants permitted by
                  Subsection (a) or (b) above or Subsection (c) and (d),
                  whichever is applicable, and then reducing the Compensation
                  Redirection Percentage of the Highly Compensated Participants
                  with the highest Compensation Redirection Percentages by one
                  tenth of one percent (0.1%). If after making the above
                  reduction the limitations are still exceeded, the Compensation
                  Redirection Percentages of the Highly Compensated Participants
                  shall be further reduced in one tenth of one percent (0.1%)
                  increments until the limitations of this Section 5.7 are not
                  exceeded.

                  For Plan Years beginning on or after January 1, 1997,
                  correction of excess Compensation Redirection Amounts shall be
                  accomplished as follows. First, the Plan Administrator shall
                  calculate the total dollar amount of the Compensation
                  Redirection Amounts of Highly Compensated Participants that
                  would otherwise be reduced as the result of the reduction of
                  the Compensation Redirection Percentages of those Highly
                  Compensated Participants in accordance with this Section 5.7
                  (the "Total Excess Contributions") without attributing any
                  such dollar reduction to a particular Highly Compensated
                  Participant. The Compensation Redirection Amounts of the
                  Highly Compensated Participant with the highest dollar amount
                  of Compensation Redirection Amounts shall then be reduced by
                  the amount required to cause that Highly Compensated
                  Participant's Compensation Redirection Amounts to equal the
                  dollar amount of the Compensation Redirection Amounts of the
                  Highly Compensated Participant with the next highest dollar
                  amount of Compensation Redirection Amounts. If the total
                  amount of the reductions of Compensation Redirection Amounts
                  in the preceding sentence is less than the Total Excess
                  Contributions, the process in the preceding sentence shall be
                  repeated. In no event shall the reductions required under the
                  preceding two sentences exceed the Total Excess Contributions.

                  The amount by which a Participant's Compensation Redirection
                  Amount exceeds the amount permitted under this Section, plus
                  any earnings (or, if applicable, less any losses) allocated to
                  such excess Compensation Redirection Amount which are
                  attributable to the Plan Year in which the excess amount
                  relates, shall be returned to such Participant no later than
                  the end of the Plan Year immediately following the Plan Year
                  for which the excess Compensation Redirection Amount was made.
                  Any Company Matched Contributions that are attributable to
                  excess Compensation Redirection Amounts and that are not
                  returned in accordance with Section 5.8 shall be treated as a
                  mistaken contribution, shall be forfeited, shall be credited
                  to and held in a suspense account and shall be applied to
                  reduce the amount of Company Matched Contributions otherwise
                  required of the Participating Companies for the next following
                  Plan Years(s) until exhausted. The Plan Administrator shall
                  apply the discrimination test of this Section separately for
                  the collective bargaining groups of Employees. To the extent
                  permitted by applicable regulations, the Plan Administrator
                  may elect to test each collective bargaining group separately
                  or to aggregate one (1) or more of the groups for a combined
                  test. For the purposes of determining whether the
                  discrimination test described in this Section is satisfied,
                  all elective contributions that are made under two or more
                  plans that are aggregated for the purposes of Code Section
                  401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii))
                  are to be treated as made under a single plan and that if two
                  (2) or more plans are permissively aggregated for purposes of
                  Code Section 401(k), the aggregated plans must also satisfy
                  Code Sections 401(a)(4) and 410(b) as though they were a
                  single plan.

5.8               Return of Company Matched Contributions.  If after making the
                  -----------------------------------------
                  adjustments required by Section 5.7 the average of the Company
                  Matched Contribution Percentages for the group of Highly
                  Compensated Participants in a Plan Year would be more than the
                  greater of:

                  (a)      the average of the Company Matched Contribution
                           Percentages of all other Employees who are eligible
                           to be Participants multiplied by one and one-fourth
                           (1 1/4th), or

                  (b)      the lesser of:

                           (i)      two percent (2%) plus the average of the
                                    Company Matched Contribution Percentages of
                                    all other Employees who are eligible to be
                                    Participants, or

                           (ii)     the average of the Company Matched
                                    Contribution Percentages of all other
                                    Employees who are eligible to be
                                    Participants multiplied by two (2.0),

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

                  For Plan Years beginning on or after January 1, 1997 and
                  unless the Plan Administrator properly elects at such time and
                  in such manner as prescribed by the Secretary of the Treasury
                  to apply the Current Year ACP Method instead, if after making
                  the adjustments required by Section 5.7 the average of the
                  Company Matched Contribution Percentages for the group of
                  Highly Compensated Participants in a Plan Year would be more
                  than the greater of:

                  (c)      the average of the immediately preceding Plan Year's
                           Company Matched Contribution Percentages of all Prior
                           Year's Non-Highly Compensated Participants multiplied
                           by one and one fourth (1 th), or

                  (d)      the lesser of:

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

                           (ii)     the average of the immediately preceding
                                    Plan Year's Company Matched Contribution
                                    Percentages of all Prior Year's Non-Highly
                                    Compensated Participants multiplied by two
                                    (2.0),

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

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

                  For Plan Years beginning on or after January 1, 1997, the
                  amount of excess Company Matched Contributions to be corrected
                  with respect to a Highly Compensated Participant shall be
                  determined as follows. First, the Plan Administrator shall
                  calculate the total dollar amount of the Company Matched
                  Contributions of Highly Compensated Participants that would
                  otherwise be reduced as the result of the reduction of Company
                  Matched Contributions Percentages in accordance with this
                  Section 5.8 (the "Total Excess Aggregate Contributions")
                  without attributing any such dollar reduction to a particular
                  Highly Compensated Participant. The Company Matched
                  Contributions of the Highly Compensated Participant with the
                  highest dollar amount of Company Matched Contributions shall
                  then be reduced by the amount required to cause that Highly
                  Compensated Participant's Company Matched Contributions to
                  equal the dollar amount of the Company Matched Contributions
                  of the Highly Compensated Participant with the next highest
                  dollar amount of Company Matched Contributions. If the total
                  amount of the reductions of Company Matched Contributions in
                  the preceding sentence is less than the Total Excess Aggregate
                  Contributions, the process in the preceding sentence shall be
                  repeated. In no event shall the reductions required under the
                  preceding two sentences exceed the Total Excess Aggregate
                  Contributions.

                  For Plan Years beginning both before and on or after January
                  1, 1997, Excess Company Matched Contributions shall be
                  corrected by taking the following actions:

                  (e)      First, Company Matched Contributions that are not
                           forfeitable under Section 8.2, plus income
                           attributable thereto, shall be refunded to the
                           affected Participants no later than the end of the
                           Plan Year immediately following the Plan Year for
                           which such excess Company Matched Contributions were
                           made; and

                  (f)      Second, Company Matched Contributions that are
                           forfeitable under Section 8.2, plus income
                           attributable thereto, shall be forfeited and applied
                           to reduce the amount of Company Matched Contributions
                           otherwise required of the Participating Companies to
                           whom they relate for the next following Plan Year(s)
                           until exhausted.

                  The income attributable to excess Company Matched
                  Contributions shall include only income for the Plan Year for
                  which the Company Matched Contributions were made.

                  For Plan Years beginning before January 1, 2002, after
                  application of Section 5.7 and Subsections (a) and (b) of this
                  Section 5.8 (or Subsections (c) and (d), whichever is
                  applicable), if the average of the Company Matched
                  Contribution Percentages for the group of Highly Compensated
                  Participants who are eligible to participate in the Plan
                  exceeds the limits prescribed by Subsection (a) above or
                  Subsection (c) above, whichever is applicable, and the Actual
                  Deferral Percentage for the group of Highly Compensated
                  Participants who are eligible to participate in the Plan
                  exceeds the limits prescribed by Section 5.7(a) or Section
                  5.7(c), whichever is applicable, then the following "Multiple
                  Use Test" shall apply under which the sum of:

                  (g)      the average of the Company Matched Contributions
                           Percentages in such Plan Year for the group of Highly
                           Compensated Participants who are eligible to
                           participate in the Plan, and

                  (h)      the Actual Deferral Percentage in such Plan Year for
                           the group of Highly Compensated Participants who are
                           eligible to participate in the Plan;

                  shall not exceed the greater of:

                  (i)      the sum of:

                           (i)      one hundred and twenty-five percent (125%)
                                    of the greater of:

                                    (A)     the average of the Company Matched
                                            Contributions Percentages for such
                                            Plan Year determined under the
                                            Current Year ACP Method or for the
                                            immediately preceding Plan Year
                                            determined under the Prior Year ACP
                                            Method, whichever is being used for
                                            such Plan Year, or

                                    (B)     the Actual Deferral Percentage for
                                            such Plan Year determined under the
                                            Current Year ADP Method or for the
                                            immediately preceding Plan Year
                                            determined under the Prior Year ADP
                                            Method, whichever is being used for
                                            such Plan Year,

                                    plus

                           (ii)     the sum of two percent (2%) and the lesser
                                    of:

                                    (A)     the average of the Company Matched
                                            Contributions Percentages for such
                                            Plan Year determined under the
                                            Current Year ACP Method or for the
                                            immediately preceding Plan Year
                                            determined under the Prior Year ACP
                                            Method, whichever is being used for
                                            such Plan Year, or

                                    (B)     the Actual Deferral Percentage for
                                            such Plan Year determined under the
                                            Current Year ADP Method or for the
                                            immediately preceding Plan Year
                                            determined under the Prior Year ADP
                                            Method, whichever is being used for
                                            such Plan Year;

                           provided, however, that the amount determined under
                           --------  -------
                           this Subsection (i),(ii) may not exceed two hundred
                           percent (200%) of the lesser of (A) or (B) of this
                           Subsection (i),(ii);

                           or

                  (j)      the sum of:

                           (i)      one hundred and twenty-five percent (125%)
                                    of the lesser of:

                                    (A)     the average of the Company Matched
                                            Contribution Percentages for such
                                            Plan Year determined under the
                                            Current Year ACP Method or for the
                                            immediately preceding Plan Year
                                            determined under the Prior Year ACP
                                            Method, whichever is being used for
                                            such Plan Year, or

                                    (B)     the Actual Deferral Percentage for
                                            such Plan Year determined under the
                                            Current Year ADP Method or for the
                                            immediately preceding Plan Year
                                            determined under the Prior Year ADP
                                            Method, whichever is being used for
                                            such Plan Year,

                                    plus

                           (ii)     the sum of two percent (2%) and the greater
                                    of:

                                    (A)     the average of the Company Matched
                                            Contributions Percentages for such
                                            Plan Year determined under the
                                            Current Year ACP Method or for the
                                            immediately preceding Plan Year
                                            determined under the Prior Year ACP
                                            Method, whichever is being used for
                                            such Plan Year, or

                                    (B)     the Actual Deferral Percentage for
                                            such Plan Year determined under the
                                            Current Year ADP Method or for the
                                            immediately preceding Plan Year
                                            determined under the Prior Year ADP
                                            Method, whichever is being used for
                                            such Plan Year;

                           provided, however, that the amount determined under
                           --------  -------
                           this Subsection (j),(ii) may not exceed two hundred
                           percent (200%) of the greater of (A) or (B) of this
                           Subsection (j),(ii).

                  For Plan Years beginning on or after January 1, 1997, if there
                  has been a corrective distribution of excess Compensation
                  Redirection Amounts for a Plan Year, then, in applying the
                  Multiple Use Test for that Plan Year, the average Compensation
                  Redirection Percentage for the Highly Compensated Participants
                  shall equal the maximum amount permitted under Section 5.7.
                  For Plan Years beginning on or after January 1, 1997, if there
                  has been a corrective distribution of excess Company Matched
                  Contributions for a Plan Year, then, in applying the Multiple
                  Use Test for that Plan Year, the average Company Matched
                  Contribution Percentage for the Highly Compensated
                  Participants shall equal the maximum amount permitted under
                  Section 5.8(a) and (b) (or Section 5.8(c) and (d), whichever
                  is applicable).

                  If the limits prescribed by the Multiple Use Text are
                  exceeded, the Plan Administrator, in its sole discretion, may
                  elect either to reduce the Company Matched Contributions or
                  Compensation Redirection Amounts of the Highly Compensated
                  Participants who are eligible both to enter into Compensation
                  Redirection Agreements and to receive Company Matched
                  Contributions, or a combination thereof, to the extent
                  necessary so that the limits are not exceeded in the same
                  manner such Company Matched Contributions or Compensation
                  Redirection Amounts are reduced under Section 5.7 or
                  Subsections (a) and (b) (or Subsections (c) and (d), whichever
                  is applicable) of this Section 5.8.

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

5.9               Maximum Redirection Amounts. Notwithstanding anything
                  ---------------------------
                  contained in the Plan to the contrary, the maximum
                  Compensation Redirection Amount which a Participant may elect
                  to have redirected under Section 4.1 and under any other
                  qualified retirement plan, whether or not maintained by a
                  member of the Group, in any calendar year is the applicable
                  limit in effect for Section 402(g) of the Code (the "Section
                  402(g) Limit"). If due to a mistake in fact Compensation
                  Redirection Amounts in excess of the Section 402(g) Limit are
                  allocated in a calendar year to the Participant Account of any
                  Participant, the Trustee shall return to such Participant the
                  portion of his Compensation Redirection Amount in excess of
                  the Section 402(g) Limit, plus any earnings (or, if
                  applicable, less any losses) attributable to such excess which
                  are attributable to the Plan Year in which the excess amounts
                  relate, not later than the April 15 immediately following the
                  calendar year during which such excess contribution was made.
                  If in a calendar year a Participant's Compensation Redirection
                  Amount under the Plan, when aggregated with any other elective
                  deferrals made by such Participant in such calendar year to
                  any other qualified retirement plan under Section 401(k),
                  Section 403(b) and Section 408(k) of the Code, whether or not
                  maintained by a member of the Group, would otherwise exceed
                  the Section 402(g) Limit, such Participant may before the
                  March 1 immediately following such calendar year notify the
                  Plan Administrator on the Appropriate Form as to the portion
                  of the amount in excess of the Section 402(g) Limit to be
                  allocated to the Plan, and the Plan Administrator may, but is
                  not required to, direct the Trustee to pay to such Participant
                  the amount of the excess which was allocated to the Plan by
                  such Participant plus any earnings, or less any losses,
                  allocated to such excess amount before the April 15
                  immediately following the calendar year during which the
                  excess contribution was made. The Section 402(g) Limit
                  limitation contained in this Section shall automatically be
                  adjusted in accordance with Sections 402(g)(5) and 415(d) of
                  the Code.

5.10              Investment Fund Priority of Excess Contributions. If
                  ------------------------------------------------
                  contributions to the Plan exceed the permissible limits
                  described in Sections 5.5, 5.6, 5.7, 5.8 and 5.9 and
                  contributions are refunded to a Participant, the investment
                  funds in which such Participant's Participant Accounts are
                  allocated shall be liquidated pro rata.

5.11              Plan Priority of Excess Contributions.  If contributions to
                  --------------------------------------
                  the Plan and any other qualified defined contribution plan
                  maintained by the Group and benefit accruals under the
                  qualified defined benefit retirement plans maintained by the
                  Group are in excess of the limits contained in Section 5.5,
                  contributions and benefit accruals with respect to each type
                  of qualified retirement plan shall be reduced in the following
                  order of priority:

                  (a)      defined benefit plans;

                  (b)      this Plan and other profit sharing plans with a
                           salary deferral feature under Section 401(k) of the
                           Code;

                  (c)      profit sharing plans without a salary deferral
                           feature under Section 401(k) of the Code; and

                  (d)      employee stock ownership plans, qualifying for
                           federal income tax credit under Section 41 of the
                           Code.

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

5.13              Transfer of Assets from Other Plans.  Effective on or after
                  ------------------------------------
                  January 1, 1992, an Employee may with the consent of the Plan
                  Administrator, transfer (roll over) a distribution which he
                  received from another defined contribution plan qualified
                  under Section 401(a) or under Section 403(a) of the Code to
                  the Plan; provided, however, that:
                            --------  -------

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

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

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

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

                  (e)      the transfer is made in cash to the Trustee; and

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

                  Such a transfer (rollover) may also be made through an
                  Individual Retirement Account qualified under Section 408 of
                  the Code where that Individual Retirement Account was used as
                  conduit from the prior plan, the transfer is made in
                  accordance with the rules provided at Subsections (a) through
                  (f) above and the transfer does not include any personal
                  contributions or earnings thereon which that Employee may have
                  made to that Individual Retirement Account. Any monies rolled
                  over shall be fully vested and non-forfeitable at all times.
                  Effective January 1, 2001 the Plan will accept a direct
                  rollover of an eligible rollover distribution from (i) an
                  annuity contract described in section 403(b) of the Code,
                  excluding after-tax employee contributions, and (ii) an
                  eligible plan under section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state.

5.14              Rehire after Military Service. The provisions relating to
                  -----------------------------
                  qualified retirement plans which are set forth in the
                  Uniformed Services Employment and Reemployment Rights Act of
                  1994 ("USERRA") are hereby incorporated into, and made a part
                  of, this Plan by reference. The Committee shall apply the
                  provisions of the USERRA with respect to any Participant who
                  is reemployed after completing covered military service in a
                  manner consistent with the USERRA and all other applicable law
                  and regulations.

5.15              Optional EGTRRA Amendments.  In accordance with modifications
                  ---------------------------
                  to the Code resulting from the Economic Growth and Tax Relief
                  Reconciliation Act of 2001 and notwithstanding anything
                  contained in this Plan to the contrary, the following
                  provisions shall become applicable:

                  (a)      Elective Deferrals -- Contribution Limitation. No
                           ---------------------------------------------
                           Participant shall be permitted to have elective
                           deferrals made under this Plan, or any other
                           qualified plan maintained by the Group during any
                           taxable year, in excess of the dollar limitation
                           contained in Section 402(g) of the Code in effect for
                           such taxable year, except to the extent permitted
                           under paragraph (b) of this Section and Section
                           414(v) of the Code, if applicable.

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

                  (c)      Increase in Compensation Limit.  The annual
                           -------------------------------
                           compensation of each Participant taken into account
                           in determining contributions in any Plan Year
                           beginning after December 31, 2001, shall not exceed
                           $200,000.  Annual compensation means compensation
                           during the Plan Year or such other consecutive
                           12-month period over which compensation is otherwise
                           determined under the Plan (the determination period).
                           The $200,000 limit on annual compensation in this
                           paragraph shall be adjusted for cost-of-living
                           increases in accordance with section 401(a)(17)(B) of
                           the Code.  The cost-of-CWNL living adjustment in
                           effect for a calendar year applies to annual
                           compensation for the determination period that begins
                           with or within such calendar year.







                                   ARTICLE VI
                                   ----------
                           INVESTMENT OF CONTRIBUTIONS
                           ---------------------------

6.1               Investment of Contributions. Each Participant, at the date he
                  ---------------------------
                  initially elects to become a Participant in the Plan, shall
                  direct in accordance with procedures adopted by the Plan
                  Administrator that the amount of Company contributions made on
                  his behalf under Section 5.1 and Section 5.2 and that the
                  amount of Company contributions made on his behalf under
                  Section 5.3 be invested among the Funds, made available under
                  the Plan in five percent (5%) increments. Any amounts
                  transferred from the ESOP and ESOP I in accordance with
                  Section 5.12 were automatically invested in Fund A. If at the
                  date on which a Participant is credited with the Company
                  contributions under Section 5.3 the Participant does not have
                  an investment election in effect, such Company contributions
                  shall be initially invested in Fund B. Notwithstanding
                  anything contained herein to the contrary, Fund A investments
                  shall be limited to Participants who are employed by Indiana
                  Energy, Inc. or by an entity which was a subsidiary of Indiana
                  Energy, Inc. on March 30, 2000.

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

6.3               Conversion of Investments. Subject to Section 6.1, a
                  -------------------------
                  Participant may change in accordance with procedures
                  established by the Plan Administrator his investment election
                  as to his prior Company contributions, ESOP transferred
                  amounts and earnings thereon in five percent (5%) increments
                  or in specified dollar amounts. All such conversions shall be
                  effected as soon as practicable after the conversion request
                  is made.






                                   ARTICLE VII
                                   -----------
                              PARTICIPANT ACCOUNTS
                              --------------------

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

7.2               Valuation of Participant Accounts. As of each Valuation Date
                  ---------------------------------
                  the Plan Administrator or its designate shall, by uniform
                  methods, adjust, or cause to be adjusted, the Participant
                  Accounts of each Participant or former Participant with a
                  Participant Account balance as of such Valuation Date to
                  reflect contributions, withdrawals, distributions, income
                  earned, expenses incurred by the Plan not directly paid by the
                  Participating Companies and any increase or decrease in the
                  fair market value of Trust Fund assets since the last
                  Valuation Date. Any income or losses with respect to each Fund
                  shall be allocated proportionately among all Participant
                  Accounts invested in such Fund in accordance with the value of
                  such Participant Accounts attributable to such Fund's
                  investments at the last Valuation Date; provided, however,
                                                          --------  -------
                  that for purposes of allocating, income or losses in a
                  calendar year quarter, the value of the Participant Accounts
                  as of the preceding calendar year quarter shall be adjusted by
                  the Plan Administrator or its designate, by uniform and
                  non-discriminatory methods, to account for contributions to
                  and distributions from the Participant Accounts during such
                  quarter. Notwithstanding the above, dividends (whether paid in
                  cash or property) and distributions of shares pursuant to
                  stock splits, stock dividends or recapitalizations made with
                  respect to shares of Vectren Corporation common stock held in
                  Fund A shall be credited to the Participant Accounts in which
                  the shares on which the dividends or distributions were made
                  are held, and any income earned in Fund A with respect to
                  uninvested cash held in Fund A shall be allocated among all
                  Participant Accounts invested in Fund A in accordance with the
                  amount of uninvested cash in such Participant Accounts
                  credited to Fund A at the last Valuation Date. Each
                  Participant shall be provided a statement as soon as
                  practicable following each Valuation Date reflecting any
                  contributions, withdrawals, distributions, income earned and
                  increase or decrease in the value of his Participant Accounts
                  since the last preceding Valuation Date.

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





                                  ARTICLE VIII
                                  ------------
                                   WITHDRAWALS
                                   -----------

8.1               Right to Withdraw. Subject to the limitations imposed by
                  -----------------
                  Section 8.2 and by this Section, a Participant employed by the
                  Group may request a withdrawal of his interest in his
                  Compensation Redirection Account and his Company Matching and
                  Non-Matching Contributions Accounts, if vested under Article
                  IX, by following the procedures established by the Plan
                  Administrator. The withdrawal shall be effected as soon after
                  the request is made. All payments shall be made based on the
                  valuation of his Participant Accounts as of the Valuation Date
                  coinciding with or immediately preceding the withdrawal date.
                  Except for withdrawals pursuant to Section 8.2(g), a
                  Participant may elect to withdraw assets from his Participant
                  Accounts only once in any twelve (12) month period. Any
                  withdrawal shall be for at least two hundred and fifty dollars
                  ($250). Except as provided below, withdrawals shall be charged
                  against the Participant Accounts in accordance with the
                  following order of priority:

                  (a)      Compensation Redirection Account; and

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

                  (c)      Company Matching Contributions Account, if vested
                           under Article IX.

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

                  The Compensation Redirection Agreement of a Participant age
                  fifty-nine and one-half (59 1/2) or older making a withdrawal
                  in accordance with this Article shall be revoked effective as
                  of the date of the withdrawal, and such Participant shall not
                  be eligible to reinstate his Compensation Redirection
                  Agreement until the conclusion of a twelve (12) month period
                  commencing on the date of the withdrawal. Notwithstanding
                  anything contained herein to the contrary, earnings accrued
                  after December 31, 1988 attributable to a Participant's
                  Compensation Redirection Account may not be withdrawn.

8.2               Basis for Withdrawals. Withdrawals shall be permitted only if
                  ---------------------
                  the distribution both is made on account of an immediate and
                  heavy financial need of the Participant and is necessary to
                  satisfy such financial need. The determinations of the
                  existence of an immediate and heavy financial need and of the
                  amount necessary to meet the need shall be made by the Plan
                  Administrator or its designate in accordance with the deemed
                  hardship standards under Treasury Regulations Section
                  1.401(k)-1(d)(2)(ii)(B) and Section 1.401(k)-1(d)(2)(iii)(B)
                  and the limitations imposed by this Section. A distribution
                  shall be deemed to be made on account of an immediate and
                  heavy financial need only if the Appropriate Form submitted by
                  the Participant demonstrates to the satisfaction of the Plan
                  Administrator or its designate that the distribution is needed
                  on account of:

                  (a)      uninsured medical expenses as described in Section
                           213(d) of the Code incurred by the Participant, the
                           Spouse of the Participant or any dependents of the
                           Participant as defined in Section 152 of the Code;

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

                  (c)      payment of tuition for the twelve (12) month period
                           immediately following the date the withdrawal is to
                           be made; provided, however, that such tuition shall
                           be restricted to post-secondary education for the
                           Participant, the Spouse of the Participant or any
                           dependents of the Participant as defined in Section
                           152 of the Code; or

                  (d)      the need to prevent the  eviction of the  Participant
                           from his principal residence or foreclosure on the
                           mortgage of the Participant's principal residence.

                  The Plan Administrator shall have authority to expand this
                  list of deemed immediate and heavy financial needs to reflect
                  the terms of published Revenue Rulings, notices and other
                  documents of general applicability by the Commissioner of
                  Internal Revenue or his designate without the necessity of any
                  amendment to the Plan.

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

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

                  (f)      the Participant has obtained all distributions, other
                           than hardship distributions, and all nontaxable loans
                           currently available under all tax qualified
                           retirement plans maintained by the Group;

                   (g)     the Plan and all other tax qualified retirement plans
                           maintained by the Group provide that the
                           Participant's Compensation Redirection Amounts and
                           all Participant contributions will be suspended for
                           at least twelve (12) consecutive months following the
                           date of payment under Section 8.3; and

                  (h)      the Plan and other tax qualified retirement plans
                           maintained by the Group provide that the Participant
                           shall not be permitted to authorize any Compensation
                           Redirection Amounts for the calendar year immediately
                           following the date of payment under Section 8.3 in
                           excess of the applicable limit under Section 402(g)
                           of the Code for that year reduced by the amount of
                           the Participant's Compensation Redirection Amounts
                           for the calendar year in which payment was made under
                           Section 8.3.

                  The Plan Administrator shall have authority to expand this
                  list of deemed requirements necessary to satisfy financial
                  need to reflect the terms of published Revenue Rulings,
                  notices or other documents of general applicability by the
                  Commissioner of Internal Revenue or his designate without the
                  necessity of any amendment to the Plan.

                  Notwithstanding the above, a Participant who is still employed
                  by the Group, who has completed five (5) or more Years of
                  Service with the Group and who has attained at least age
                  fifty-nine and one-half (59 1/2) may once in a Plan Year make
                  for any reason a partial or complete withdrawal, without
                  penalty or suspension, from his Compensation Redirection
                  Account and from his Company Matching and Non-Matching
                  Contributions Accounts.

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





                                   ARTICLE IX
                                   ----------
                                  DISTRIBUTIONS
                                  -------------

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

                  (a)      on or after his attainment of Normal Retirement Age;

                  (b)      on or after his completion of at least a five (5)
                           year Period of Service; provided, however, that for
                                                   --------  -------
                           purposes of this Section, any Participant employed by
                           Indiana Energy or any of its subsidiaries on July 1,
                           1998 or who is entitled to special benefits under
                           Section 4.11 of the Pension Plan for Salaried
                           Employees of Southern Indiana Gas and Electric
                           Company or, effective on and after January 1, 2001,
                           any Participant whose employment was terminated
                           involuntarily under Project Springboard implemented
                           by the Group shall be deemed to have completed at
                           least a five (5) year Period of Service, regardless
                           of the actual Period of Service completed by such
                           Participant; or

                  (c)      by reason of his incurring a Total Disability,

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

                  (d)      by payment in a single lump sum, or

                  (e)      by payment in a series of substantially equal annual,
                           semi-annual or quarterly installments over a period
                           not exceeding ten (10) years; provided, however, that
                                                         --------  -------
                           the duration of such installments shall not exceed
                           the life expectancy of that Participant or the joint
                           life expectancy of such Participant and his
                           designated Beneficiary; provided, further, that
                                                   --------  -------
                           installment payments of less than two hundred and
                           fifty dollars ($250) shall not be permitted.

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

9.2               Benefits on Death.  If a Participant's Termination Date occurs
                  -----------------
                  by reason of his death, the balances in his Participant
                  Accounts as of the later Valuation Date preceding the
                  distribution as of which the value may be determined.

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

                  (a)      before his completion of at least a five (5) year
                           Period of Service; provided, however, that for
                                              --------  -------
                           purposes of this Subsection, any  non-collective
                           bargaining Participant in this Plan employed by
                           Indiana Energy or any of its subsidiaries on July 1,
                           1988, any participant in the Bargaining Retirement
                           Plan employed by the Group on January 1, 1989, any
                           Participant who is entitled to special benefits under
                           Section 4.11 of the Pension Plan for Salaried
                           Employees of Southern Indiana Gas and Electric
                           Company or, effective on and after January 1, 2001,
                           any Participant whose employment was terminated
                           involuntarily under Project Springboard implemented
                           by the Group shall be deemed to have completed at
                           least a five (5) year Period of Service, regardless
                           of the Period of Service completed by such
                           Participant;

                  (b)      before his attainment of Normal Retirement Age; and

                  (c)      not by reason of his incurring a Total Disability,

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

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

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



                  --------------------------------------------------------------------------------------------------
                                               Company Matching Contributions Account
                  --------------------------------------------------------------------------------------------------
                                                             

                                                                 Vested Percentage of a Non-Union Participant's
                           Completed Period of Service                 Company Matching Contributions Account
                  ----------------------------------------------- --------------------------------------------------
                                Less than One (1)                                 Zero Percent (0%)
                  ----------------------------------------------- --------------------------------------------------
                                        One (1)                                    Twenty Percent (20%)
                  ----------------------------------------------- --------------------------------------------------
                                     Two (2)                                     Forty Percent (40%)
                  ----------------------------------------------- --------------------------------------------------
                                    Three (3)                                    Sixty Percent (60%)
                  ----------------------------------------------- --------------------------------------------------
                                     Four (4)                                   Eighty Percent (80%)
                  ----------------------------------------------- --------------------------------------------------
                                 Five (5) or More                            One Hundred Percent (100%)
                  ----------------------------------------------- --------------------------------------------------


                  --------------------------------------------------------------------------------------------------
                                             Company Non-Matching Contributions Account
                  --------------------------------------------------------------------------------------------------
                                                                    Vested Percentage of a Participant's Company
                                                                   Non-Matching Contributions Account and a Union
                                                                    Participant's Company Matching Contributions
                           Completed Period of Service                                 Account
                  ----------------------------------------------- --------------------------------------------------
                                Less than Five (5)                                Zero Percent (0%)
                  ----------------------------------------------- --------------------------------------------------
                                 Five (5) or More                            One Hundred Percent (100%)
                  ----------------------------------------------- --------------------------------------------------



                  (ii)     Indiana Gas Company Union Participants. The vested
                           --------------------------------------
                           balance of a Participant whose terms of employment
                           are covered by a collective bargaining agreement
                           entered into by a Participating Company and the
                           International Brotherhood of Electrical Workers,
                           Local 1393, United Steelworkers of America
                           AFL-CIO-CLC, Locals 7441 and 2213 and the Utility
                           Workers Union of America, Local 175 shall be based
                           upon his Years of Service and determined in
                           accordance with the following schedule:



                  ----------------------------------------------- --------------------------------------------------
                                                               
                                                                   Vested Percentage of a Participant's Company
                                                                   Non-Matching Contributions Account and Company
                            Completed Years of Service                     Matching Contributions Account
                  ----------------------------------------------- --------------------------------------------------
                                Less than Five (5)                                Zero Percent (0%)
                  ----------------------------------------------- --------------------------------------------------
                                 Five (5) or More                            One Hundred Percent (100%)
                  ----------------------------------------------- --------------------------------------------------



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


                  ----------------------------------------------- --------------------------------------------------
                                                                
                                                                   Vested Percentage of a Participant's Company
                            Completed Years of Service                     Matching Contributions Account
                  ----------------------------------------------- --------------------------------------------------
                                Less than One (1)                                 Zero Percent (0%)
                  ----------------------------------------------- --------------------------------------------------
                                     One (1)                                    Twenty Percent (20%)
                  ----------------------------------------------- --------------------------------------------------
                                     Two (2)                                     Forty Percent (40%)
                  ----------------------------------------------- --------------------------------------------------
                                  Three (3)                                    Sixty Percent (60%)
                  ----------------------------------------------- --------------------------------------------------
                                     Four (4)                                   Eighty Percent (80%)
                  ----------------------------------------------- --------------------------------------------------
                                  Five (5) or More                            One Hundred Percent (100%)
                  ----------------------------------------------- --------------------------------------------------


9.4               Forfeiture Accounts and Forfeitures.
                  -----------------------------------

                  (a)      Non-Union Participants.  The portion of the Company
                           ------------------------
                           Non-Matching and Matching Contributions Accounts of a
                           Participant whose terms of employment are not covered
                           by a collective bargaining agreement entered into by
                           a Participating Company and a Union that is not
                           distributable to him on account of the provisions of
                           Section 9.3 shall be credited to a forfeiture account
                           established and maintained by the Trustee in such
                           Participant's name as of the Valuation Date
                           coincidental with or next following his Termination
                           Date. If such Participant does not resume his
                           employment with a member of the Group before
                           incurring five (5) or more consecutive One Year
                           Service Breaks or, if earlier, the date he receives a
                           distribution of his vested Participant Account
                           balances in accordance with Section 9.3, the balance
                           in his forfeiture account shall be forfeited and
                           shall then be allocated in accordance with the
                           provisions of Section 9.5.  If such Participant
                           returns to employment with a member of the Group
                           before incurring five (5) or more consecutive One
                           Year Service Breaks and repays to the Plan the
                           amount, if any, of any distribution from the Plan
                           upon his earlier termination of employment before the
                           expiration of a five (5) year period beginning on his
                           reemployment date or, if earlier, the date he
                           completes five (5) consecutive One Year Service
                           Breaks, the balance in his forfeiture account as of
                           the next following Valuation Date (after all
                           adjustments then required under the Plan have been
                           made) shall be returned to his Company Matching
                           Contributions Account and Company Non-Matching
                           Contributions Account, whichever is applicable, and
                           shall be distributable upon his next Termination Date
                           to or for his benefit or, in the event of his death,
                           to or for the  benefit of his Beneficiary in
                           accordance with the provisions of this Article.  If a
                           Participant returns to employment with a member of
                           the Group after the allocation of his forfeiture
                           account but before completing five (5) or more
                           consecutive One Year Service Breaks, the amount which
                           was forfeited by reason of this Section shall be
                           reinstated as the beginning balances of his Company
                           Matching Contributions Account and Company
                           Non-Matching Contributions Account as of his date of
                           re-employment and shall be distributable upon his
                           next Termination Date to or for his benefit or, in
                           the event of his  death, to or for the  benefit of
                           his Beneficiary in accordance with the provisions of
                           this Article.  Any amount required to be reinstated
                           by reason of the preceding sentence shall be paid by
                           the Companies for whose benefit the forfeiture was
                           applied under Section 9.5 and in the same proportion
                           in which such forfeiture was applied in accordance
                           with Section 9.5.

                  (b)      Union Participants.  The portion of the Company
                           ------------------
                           Non-Matching and Matching Contributions Account of a
                           Participant whose terms of employment are covered by
                           a collective bargaining agreement between a
                           Participating Company and a Union that is not
                           distributable to him on account of the provisions of
                           Section 9.3 shall be credited to a forfeiture account
                           established and maintained by the Trustee in such
                           Participant's name as of the Valuation Date
                           coincidental with or next following his Termination
                           Date.  If such Participant does not resume his
                           employment with a member of the Group before
                           incurring five (5) or more consecutive one (1) year
                           Breaks in Service or, if earlier, the date he
                           receives a distribution of his vested Participant
                           Account balances in accordance with Section 9.3, the
                           balance in his forfeiture account shall be forfeited
                           and shall then be allocated in accordance with the
                           provisions of Section 9.5.  If such Participant
                           returns to employment with a member of the Group
                           before incurring five (5) or more consecutive one (1)
                           year Breaks in Service and repays to the Plan the
                           amount, if any, of any distribution from the Plan
                           upon his earlier termination of employment before the
                           expiration of a five (5) year period beginning on his
                           reemployment date or, if earlier, the date he
                           completes five (5) consecutive one (1) year Breaks in
                           Service, the balance in his forfeiture account as of
                           the next following Valuation Date (after all
                           adjustments then required under the Plan have been
                           made) shall be returned to his Company Matching
                           Contributions  Account and Company Non-Matching
                           Contributions Account, whichever is applicable, and
                           shall be distributable upon his next Termination Date
                           to or for his benefit or, in the event of his death,
                           to or for the benefit of his Beneficiary in
                           accordance with the provisions of this Article.

                           If a Participant returns to employment with a member
                           of the Group after the allocation of his forfeiture
                           account but before completing five (5) or more
                           consecutive one (1) year Breaks in Service, the
                           amount which was forfeited by reason of this Section
                           shall be reinstated as the beginning balances of his
                           Company Matching Contributions Account and Company
                           Non-Matching Contributions Account as of his date of
                           re-employment and shall be distributable upon his
                           next Termination Date to or for his benefit or, in
                           the event of his death, to or for the benefit of his
                           Beneficiary in accordance with the provisions of this
                           Article. Any amount required to be reinstated by
                           reason of the preceding sentence shall be paid by the
                           Companies for whose benefit the forfeiture was
                           applied under Section 9.5 and in the same proportion
                           in which such forfeiture was applied in accordance
                           with Section 9.5.

9.5               Application of Forfeitures. The balance in the Company
                  --------------------------
                  Matching and Non-Matching Contributions Accounts which is
                  forfeited by a Participant in accordance with Section 9.4
                  shall be applied in the Plan Year of forfeiture and in
                  succeeding Plan Years to reduce the amount of contributions,
                  if any, required by the Companies under Section 9.4 and the
                  amount of the Company contributions, if any, required of the
                  Participating Companies under Section 5.2 and Section 5.3,
                  until exhausted. The portion of any forfeiture arising under
                  the Plan during any period which is applied to reduce the
                  Company contributions of any one (1) Participating Company
                  shall be that proportion of such forfeiture amount which the
                  contributions made by such Participating Companies and
                  credited to the Company Matching and Non-Matching
                  Contributions Accounts of the Participant with respect to whom
                  the forfeiture occurred bear to the total contributions of all
                  Companies which were credited to such Company Matching and
                  Non-Matching Contributions Accounts.

9.6               Form of Payment. Distributions made in accordance with this
                  ---------------
                  Article shall be made in cash; provided, however, that if a
                                                 --------  -------
                  Participant or, if applicable, his Beneficiary elects to
                  receive his benefits in a single lump sum payment, the
                  distribution of the portion, if any, of a Participant's
                  Participant Accounts held in Fund A shall be made in whole
                  shares of Vectren Corporation common stock with fractional
                  shares and any uninvested funds held in his name in Fund A
                  paid in cash unless such Participant or, if applicable, his
                  Beneficiary elects otherwise.

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

9.8               Payment of Benefits. The payment of benefits under this
                  -------------------
                  Article shall commence as soon as practicable after the
                  Participant's Termination Date; provided, however, that if the
                                                  --------  -------
                  aggregate value of a Participant's Participant Accounts is at
                  the first date on which the Accounts may be distributed (after
                  increasing such balance to reflect any previous distributions
                  or withdrawals) is greater than five thousand dollars
                  ($5,000), payment of benefits to a Participant shall not
                  commence before his Normal Retirement Age without his written
                  consent. If the aggregate value of a Participant's Participant
                  Accounts has at all times been equal to or less than five
                  thousand dollars ($5,000), payment shall be made in a single
                  lump sum payment. If a Participant dies before his benefit
                  commencement date but after his Termination Date, payment of
                  benefits shall be made in accordance with this Section as if
                  such deceased Participant's date of death was his Termination
                  Date. Notwithstanding anything else contained in this Section
                  to the contrary, payment of benefits to which a Participant
                  or, if deceased, his Beneficiary is entitled hereunder shall
                  commence not later than the sixtieth (60th) calendar day after
                  the last calendar day of the Plan Year in which:

                  (a)      such Participant attains the Normal Retirement Age,

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

                  (c)      such Participant terminates his employment with the
                           Group;

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

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

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

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

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

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

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

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

9.10              Minimum Distribution Amount. If the method of distribution of
                  ---------------------------
                  a Participant's benefits is in a form other than a lump sum
                  payment, then the amount to be distributed to such Participant
                  or to his Beneficiary shall be no less than the amount equal
                  to the quotient obtained by dividing such Participant's entire
                  interest by the life expectancy of such Participant or the
                  joint and last survivor expectancy of such Participant and his
                  designated Beneficiary; provided, however, that at least fifty
                                          --------  -------
                  percent (50%) of the present value of the amount available for
                  distribution shall be paid within the life expectancy of such
                  Participant. Life expectancy and joint and last survivor
                  expectancy shall be computed by the use of the return
                  multiples contained in Section 1.72-9 of the Treasury
                  Regulation. For purposes of this computation, a Participant's
                  or his Spouse's life expectancy may be recalculated no more
                  frequently than annually, but the life expectancy of a
                  nonspouse Beneficiary shall not be recalculated.
                  Notwithstanding anything contained herein to the contrary,
                  Plan distributions shall be made in accordance and consistent
                  with the requirements of Section 401(a)(9) of the Code,
                  including the minimum distribution incidental death benefit
                  requirements of Treas. Reg. < 1.41(a)(9)-2, which requirements
                  are incorporated herein by reference.

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

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

9.13              Direct Transfers. This Section applies to distributions made
                  ----------------
                  on or after January 1, 1993. Notwithstanding any provision of
                  the plan to the contrary that would otherwise limit a
                  distributee's election under this Section, a distributee may
                  elect, at the time and in the manner prescribed by the Plan
                  Administrator, to have any portion of an eligible rollover
                  distribution paid directly to an eligible retirement plan
                  specified by the distributee in a direct rollover. A
                  distributee shall have at least thirty (30) calendar days to
                  make a rollover decision; provided, however, that the
                                            --------  -------
                  distributee may waive all or part of the thirty (30) day
                  election period. For purposes of this Section, the following
                  terms shall have the meanings set forth below:

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

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

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

                  (d)      Direct rollover:  A direct rollover is a paymen  by
                           ----------------
                           the plan to the eligible retirement plan specified by
                           the distributee.





                                    ARTICLE X
                                    ---------
             ADOPTION AND WITHDRAWAL BY SUBSIDIARIES AND AFFILIATES
             ------------------------------------------------------

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

10.2              Withdrawal by Participating Company.  Any Participating
                  ------------------------------------
                  Company in the Plan may, by resolution of its Board of
                  Directors or other governing body, withdraw from participation
                  as a Participating Company in the Plan.





                                   ARTICLE XI
                                   ----------
                                     CLAIMS
                                     ------

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

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

                  (b)      Each claim shall be filed with the Plan Administrator
                           which shall, within ninety (90) calendar days after
                           its receipt thereof ("Claim  Period"), either accept
                           it or deny it (wholly or partially) and within that
                           time notify the Claimant in writing of such
                           acceptance or denial.  The Claim Period may be
                           extended for another ninety (90) calendar day period
                           if it is found that special circumstances require an
                           extension of time for processing.  In such case,
                           before the expiration of the Claim Period, the
                           Claimant shall be informed in writing of the reasons
                           for such extension and the date on which a final
                           decision is expected.

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

                           (i)      the specific reason(s) for denial;

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

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

                           (iv)     an explanation of the Plan's claim review
                                    procedures.

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

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

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

                           (ii)     review pertinent documents relating to the
                                    denial; and

                           (iii)    submit issues and comments in writing.

                  (f)      The Plan Administrator shall make its decision with
                           respect to a claim review promptly, but not later
                           than sixty (60) calendar days after receipt of the
                           written review request.  Such sixty (60) calendar day
                           period may be extended for another period of sixty
                           (60) calendar days if the Plan Administrator
                           reviewing the claims finds that special circumstances
                           require an extension of time for processing.  In such
                           case, before the expiration of the initial sixty (60)
                           calendar day period, the Claimant shall be informed,
                           in writing, of the reasons for such extension.  The
                           final decision of the Plan Administrator shall be in
                           writing, giving specific reasons for the decision and
                           making specific references to the pertinent Plan
                           provisions on which the final decision is based.





                                   ARTICLE XII
                                   -----------
                             ADMINISTRATION OF PLAN
                             ----------------------

12.1              Plan Administrator. The Plan Administrator shall serve as
                  ------------------
                  administrator and named fiduciary of the Plan for and on
                  behalf of the Participating Companies and of the Participants
                  and their Beneficiaries. The Plan Administrator shall
                  determine all questions as to the rights of Participants and
                  their Beneficiaries under the Plan.

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

12.3              Duties of Plan Administrator. Other than the management of the
                  ----------------------------
                  Trust Fund, with which the Trustee shall be charged, the Plan
                  Administrator shall have complete control of the
                  administration of the Plan, with all powers necessary to
                  enable it properly to carry out its duties in that respect.
                  Not in limitation, but in amplification of the foregoing, the
                  Plan Administrator shall have the power to construe the Plan
                  and to determine all questions relating to the eligibility of
                  Employees to participate in the Plan, the amount of benefits
                  to which any Participant or his Beneficiary may become
                  entitled hereunder and the amount of contributions to the
                  Trust Fund which shall be made by the Participating Companies.
                  All disbursements by the Trustee, except for the ordinary
                  expenses of administration of the Trust Fund, shall be made
                  upon, and in accordance with, the written directions of the
                  Plan Administrator. Except as otherwise provided in Section
                  11.1, decisions of the Plan Administrator upon all matters
                  within the scope of its authority shall be final and binding
                  upon the Participating Companies and upon each and every
                  person who may be or become interested in the Plan or who may
                  claim any rights or benefits hereunder.

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

12.5              Additional Rights of Plan Administrator.  The Plan
                  ---------------------------------------
                  Administrator shall have the right to:

                  (a)      engage accountants or pension consultants to
                           determine the contributions of the Participating
                           Companies, and

                  (b)      approve record forms and descriptive literature.

12.6              Compliance with Law. The Plan Administrator shall exercise
                  -------------------
                  such authority and responsibility as it deems appropriate in
                  order to comply with ERISA and with the Code relating to
                  records of a Participant's Years of Service, Hours of Service
                  and compensation, contributions, notifications to
                  Participants, annual reports to and registration with the
                  Internal Revenue Service, annual reports to the Department of
                  Labor, etc.

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






                                  ARTICLE XIII
                                  ------------
                              DUTIES OF THE TRUSTEE
                              ---------------------

13.1              General Provisions.  The assets of the Trust Fund shall be
                  -------------------
                  held by the Trustee in accordance with the Trust Agreement.

13.2              Trust Agreement. Vectren Corporation shall enter into a Trust
                  ---------------
                  Agreement with the Trustee under which the Trustee shall
                  receive contributions made by each Participating Company
                  pursuant to the Plan and shall hold, invest, reinvest and
                  distribute the Trust Fund in accordance with the terms and
                  provisions of the Plan and of that Trust Agreement. Vectren
                  Corporation shall determine the form and terms of any such
                  Trust Agreement and may modify any such Trust Agreement from
                  time to time to accomplish the purposes of the Plan without
                  the consent of any other person; provided, however, that any
                                                   --------  -------
                  such modification shall not cause or permit any part of the
                  Trust Fund to be diverted to purposes other than those
                  expressly permitted by the Plan, by the Code and by ERISA.

13.3              Appointment of Investment Manager. Notwithstanding anything to
                  ---------------------------------
                  the contrary herein contained, Vectren Corporation may appoint
                  an investment manager or managers to manage all or a portion
                  of the assets of the Trust Fund for which the Trustee is
                  responsible for the investment thereof; provided, however,
                  that during any period in which there is in existence an
                  investment committee for the Plan appointed by the Chief
                  Executive Officer or the President of Vectren Corporation, the
                  power to appoint an investment manager or managers shall
                  reside with such investment committee. If Vectren Corporation
                  or, if applicable, the investment committee appoints an
                  investment manager to manage the Trust Fund, in whole or in
                  part, and delivers to the Trustee a copy of the instruments
                  appointing the investment manager and evidencing the
                  investment manager's acceptance of such appointment, an
                  acknowledgment by the investment manager that it is a
                  fiduciary under this Plan and under ERISA and a certificate
                  evidencing the investment manager's current registration under
                  the Investment Advisers Act of 1940, the Trustee shall be
                  fully protected in relying upon such instruments and
                  certificate until otherwise notified in writing by Vectren
                  Corporation The Trustee shall follow the directions of any
                  such investment manager regarding the investment and
                  reinvestment of the Trust Fund, or such portion thereof as
                  shall be under management by such investment manager. The
                  Trustee shall be under no duty or obligation to review any
                  investment to be acquired, held or disposed of pursuant to
                  such directions nor to make any recommendations with respect
                  to the disposition or continued retention of any such
                  investment. Unless Vectren Corporation's or, if applicable,
                  investment committee's appointment of an investment manager or
                  any subsequent written direction of Vectren Corporation or, if
                  applicable, investment committee delivered to the applicable
                  investment manager or managers and Trustee expressly provides
                  that proxies relating to any investments under the management
                  control of such investment manager are to be voted by the
                  Trustee, such proxies are to be voted by such investment
                  manager. The Trustee shall have no liability or responsibility
                  for acting or not acting pursuant to the directions of, or
                  failing to act in the absence of any direction from, any such
                  investment manager, unless the Trustee knows that by such
                  action or failure to act it would be committing or
                  participating in a breach of fiduciary duty under Section 405
                  of ERISA.

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





                                   ARTICLE XIV
                                   -----------
                                  MISCELLANEOUS
                                  -------------

14.1              Payment of Expenses. Each Participating Company shall pay its
                  -------------------
                  pro rata share of all administrative expenses of the Plan
                  (including, but not limited to, any brokerage commissions
                  incurred by reason of transactions made on behalf of Fund A)
                  and all fees and retainers of the Plan's consultants, auditors
                  and counsel (who may, but need not, be counsel to the
                  Participating Companies or to the Trustee); provided, however,
                                                              --------  -------
                  that any expenses directly relating to the investments of the
                  Trust Fund, such as taxes, commissions incurred by reason of
                  transactions made on behalf of Fund B and Fund C, registration
                  charges, etc., shall be paid by the Trustee from the Trust
                  Fund; provided, further, that any expenses directly relating
                  to the Participant Accounts of a Participant (including, but
                  not limited to, expenses incurred by reason of compliance with
                  a qualified domestic relations order (as described in Section
                  14.7)) shall be charged directly to such Participant's
                  Participant Accounts to the fullest extent permitted under the
                  Code and under ERISA.

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

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

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

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

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

14.7              Nonalienation of Benefits. To the fullest extent permitted by
                  -------------------------
                  law, no benefit under the Plan shall be subject in any manner
                  to anticipation, alienation, sale, transfer, assignment,
                  pledge, encumbrance, garnishment or charge; and any action by
                  way of anticipation, alienation, selling, transferring,
                  assigning, pledging, encumbering, garnisheeing or charging the
                  same shall be void and of no effect; and no such benefit shall
                  be in any manner liable for or subject to the debts,
                  contracts, liabilities, engagements or torts of the person
                  entitled to such benefits. The preceding sentence shall also
                  apply to the creation, assignment or recognition of a right to
                  any benefit payable with respect to a Participant pursuant to
                  a domestic relations order unless such order is determined to
                  be a qualified domestic relations order, as defined in Section
                  414(p) of the Code. To the extent permitted by the Code and
                  the Act, an order may still be deemed to be a qualified
                  domestic relations order even if it provides for the payment,
                  including the immediate payment, of a Participant's vested
                  amounts to an alternate payee before the date on which the
                  Participant terminates his employment with the Group. Any
                  expenses incurred by reason of the Trustee's compliance with a
                  qualified domestic relations order shall be charged to the
                  Participant Accounts of the Participant to which the order
                  relates in accordance with Section 14.1. Subject to any
                  applicable provision of law to the contrary, if any
                  Participant or if any Beneficiary under the Plan shall become
                  bankrupt or shall attempt to anticipate, alienate, sell,
                  transfer, assign, pledge, encumber, permit to be garnished or
                  charge any benefit to which he may be or become entitled under
                  the Plan, all rights of such Participant or of such
                  Beneficiary to such benefit shall, in the sole discretion of
                  the Plan Administrator, then cease and terminate. In such
                  event, the Plan Administrator shall hold or apply the benefit
                  or any part thereof to or for such Participant or for such
                  Beneficiary, Spouse, children or other dependents, or any of
                  them, in such manner and in such proportions as the Plan
                  Administrator shall in its sole discretion determine. Subject
                  to any applicable provisions of law to the contrary and except
                  as provided above, it is declared to be the express purpose
                  and intention of the Plan that payments hereunder shall be
                  made only at the times, in the amounts and to the payees as
                  specified in the Plan regardless of any marital dissolution,
                  bankruptcy or other legal proceedings to which such payees may
                  be a party.

                  This Section shall not apply to any offset of a Participant's
                  benefits provided under this Plan against an amount the
                  Participant is ordered or required to pay to the Plan if <

                  (a)      the order or requirement to pay arises <

                           (i)      under a judgment of conviction for a crime
                                    involving this Plan;

                           (ii)     under a civil judgment (including a consent
                                    order or decree) entered by a court in an
                                    action brought in connection with a
                                    violation (or alleged violation) of part 4
                                    of subtitle B of title I of the Act; or

                           (iii)    pursuant to a settlement agreement between
                                    the Secretary of Labor and the Participant,
                                    or a settlement agreement between the
                                    Pension Benefit Guaranty Corporation and the
                                    Participant, in connection with a violation
                                    (or alleged violation) or part 4 of subtitle
                                    B of the Act by a fiduciary or any other
                                    person; and

                  (b)      the judgment, order, decree, or settlement agreement
                           expressly provides for the offset of all or part of
                           the amount ordered or required to be paid to this
                           Plan against the Participant's benefits provided
                           under this Plan.

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

14.9              Non-Liability of Participating Companies. Except as otherwise
                  ----------------------------------------
                  provided by ERISA, no liability whatsoever shall attach to or
                  be incurred by any shareholder, officer or director, as such,
                  of the Participating Companies under or by reason of any
                  provision of the Plan or any act with reference to the Plan,
                  and any and all rights and claims against the Participating
                  Companies, or any shareholder, officer or director thereof, as
                  such, whether arising at common law or in equity or created by
                  statute, constitution or otherwise, are hereby expressly
                  waived and released to the fullest extent permitted by law by
                  every Participant and by any Beneficiary claiming through him
                  as a condition of and part of the consideration for the
                  payments by the Participating Companies under the Plan and for
                  the receipt of benefits hereunder.

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

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

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

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

14.14             Rights of Third Parties. Except as otherwise provided by ERISA
                  -----------------------
                  and by Section 14.7, nothing expressed or implied in the Plan
                  is intended or shall be construed to confer upon or to give to
                  any person, other than the Participating Companies, the
                  Trustee and all Participants or, if deceased, their
                  Beneficiaries any right, remedy or claim under or by reason of
                  any provisions of the Plan, and all provisions of the Plan
                  shall be for the sole and exclusive benefit of the
                  Participating Companies, the Trustee and all Participants or,
                  if deceased, their Beneficiaries. Notwithstanding any
                  provisions in the Plan to the contrary, the Spouse or other
                  Beneficiary of any Participant shall have absolutely no rights
                  whatsoever under the Plan before the death of such Participant
                  except to the extent required under a qualified domestic
                  relations order as provided in Section 14.7.

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

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

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





                                   ARTICLE XV
                                   ----------
                        AMENDMENT, TERMINATION OR MERGER
                        --------------------------------

15.1              Right To Amend or Terminate. The Chief Executive Officer or
                  ---------------------------
                  the President of Vectren Corporation reserves the right to
                  alter, amend or modify, revoke or terminate, in whole or in
                  part, the Plan and the Trust Agreement that was established
                  currently with the Plan to effectuate and implement the Plan
                  by executing a written instrument evidencing such action and
                  filing a copy thereof with each of the other Participating
                  Companies and with the Trustee; provided, however, that the
                                                  --------  -------
                  Board of Directors of Vectren Corporation must approve any
                  amendment that results in an increase in benefits and/or costs
                  to the Group with a present value (as determined by the
                  actuary for the Vectren Corporation current defined benefit
                  plan covering salaried employees) as of the date of the
                  amendment in excess of one million dollars ($1,000,000).
                  Notwithstanding the foregoing, no such alteration, amendment
                  or modification, in whole or in part, of the Plan or of the
                  Trust Agreement shall:

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

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

                  (c)      adversely affect the rights of any Participant whose
                           employment with the Group has terminated, unless the
                           effective date of such amendment coincides with or
                           precedes the date on which the employment of that
                           Participant by the Participating Companies was
                           terminated;

                  (d)      change the vesting schedule in Section 9.3 or in
                           Section 17.4 unless each Participant who has
                           completed five (5) or more Years of Service
                           (effective after December 31, 1988, this shall be
                           reduced to three (3) or more Years of Service) as of
                           the effective date of such amendment is permitted to
                           elect, within sixty (60) calendar days after the
                           latest of the date on which the amendment is adopted,
                           the date on which  the amendment is effective or the
                           date on which he is notified in writing by the Plan
                           Administrator of his rights under this Subsection, to
                           have his vested interest determined without regard to
                           such amendment; or (e) decrease a Participant Account
                           balance or eliminate an optional form of distribution
                           for the accrued benefits of a Participant determined
                           as of the date of the alteration, amendment or
                           modification.

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

15.3              Plan Merger or Consolidation. Vectren Corporation, expressly
                  ----------------------------
                  reserves the right, by action of its Chief Executive Officer
                  or its President, to merge or to consolidate the Plan with, or
                  to transfer the assets or liabilities of the Plan to, any
                  other similar qualified retirement plan at any time, except
                  that no such merger, consolidation or transfer shall be
                  authorized unless each Participant in the Plan would receive a
                  benefit immediately after the merger, consolidation or
                  transfer (if the merged, consolidated or transferred plan then
                  terminated) equal to or greater than the benefit to which he
                  would have been entitled immediately before the merger,
                  consolidation or transfer (if the Plan then terminated).
                  Subject to the foregoing limitations regarding benefits before
                  and after a merger, consolidation or transfer of assets, if
                  any Participating Company (the "Transferee") acquires all or
                  substantially all of the assets of another Participating
                  Company (the "Transferor") by purchase, merger, liquidation or
                  otherwise and if, as a result of such acquisition, a
                  substantial number of the Employees of the Transferor are
                  employed by the Transferee, the Transferor and the Transferee
                  may, by duly adopted resolutions of their Boards of Directors,
                  take whatever steps they deem necessary or appropriate,
                  consistent with any requirements imposed under ERISA and under
                  the Code, to cause the Trustee to transfer on its records of
                  the Trust Fund the assets and liabilities allocable to the
                  Transferor under the Plan to the Transferee.





                                   ARTICLE XVI
                                   -----------
                                PARTICIPANT LOANS
                                -----------------

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

                  (a)      fifty thousand dollars ($50,000); provided, however,
                           that effective for loans made after December 31,
                           1986, the fifty thousand dollar ($50,000) limit shall
                           be reduced by the excess of:

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

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

                           or

                  (b)      fifty percent (50%) of the sum of his Compensation
                           Redirection Account and his Company Matching and
                           Non-Matching Contributions Accounts, if vested under
                           Article IX, balances as of the Valuation Date
                           coincident with or immediately preceding the
                           effective date of the loan and as adjusted to reflect
                           any withdrawals or other distributions from his
                           Participant Accounts since such Valuation Date);

                  provided, however, that the aforesaid loan privileges shall
                  --------  -------
                  also be extended to any party in interest (within the meaning
                  of Section 3(14) of ERISA) to the Plan, who is a former
                  Participant with undistributed vested Participant Accounts,
                  who is the Beneficiary of a deceased Participant with
                  undistributed vested Participant Accounts, or who is an
                  alternate payee under any court order which has been
                  determined by the Plan Administrator to be a qualified
                  domestic relations order with an interest in all or a portion
                  of a Participant's undistributed vested Participant Accounts,
                  but only to the extent of that alternate payee's vested
                  interest in that Participant's Participant Accounts under such
                  court order, and references to the term "Participant" in this
                  Article shall include, where appropriate, such other
                  individuals eligible for loans under this Article; provided,
                  further, that if the Plan Administrator determines that the
                  class of individuals for whom loans may be granted (exclusive
                  of active employees) is disproportionately represented by
                  former Highly Compensated Participants, the Plan Administrator
                  shall also make loans available to other former Participants,
                  Beneficiaries and alternate payees, regardless whether they
                  are a party in interest (within the meaning of Section 3(14)
                  of ERISA). Except for circumstances which would permit a
                  withdrawal under Section 8.2, no loans shall be permitted
                  between June 15, 1995 and August 31, 1995.

16.2              Terms and Conditions. Effective with respect to loans made,
                  --------------------
                  extended, renewed or modified after October 17, 1989 in
                  accordance with Section 16.1, the following restrictions shall
                  apply in addition to any restrictions imposed pursuant to
                  Section 4975(d)(1) of the Code or pursuant to Section
                  408(b)(1) of ERISA:

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

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

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

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

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

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

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

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

                           (ii)     the commencementof a proceeding in
                                    bankruptcy,  receivership or insolvency by
                                    or against the borrowing Participant;

                           (iii)    the termination of the employment of the
                                    borrowing Participant with the Group for any
                                    reason;

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

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

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

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

                  (h)      If an event of default and an acceleration of the
                           unpaid balance of the loan and interest due thereon
                           shall occur (as described above in Subparagraph (g))
                           but only to the extent permitted by applicable
                           Treasury regulations, the Plan Administrator shall
                           have the right to direct the Trustee to pursue any
                           remedies available to a creditor at law or under the
                           terms of the loan, including the right to execute on
                           the security for the loan, and to apply any amounts
                           credited to the Participant Accounts of the borrowing
                           individual at the time of execution or at any time
                           thereafter in satisfaction of the unpaid balance of
                           the loan and interest due thereon; provided, however,
                                                              --------  -------
                           that the Plan Administrator shall not have the right
                           to direct the Trustee to execute on any amounts
                           credited to the borrowing Participant's Participant
                           Accounts prior to the date on which such Participant
                           dies, becomes disabled, terminates his employment
                           with the Group, or attains age fifty-nine and
                           one-half  (59 1/2); provided, further, that if a
                                               --------  -------
                           Participant fails timely to make loan payments,  the
                           Plan Administrator shall for tax purposes treat all
                           or a portion of the loan balance as a deemed
                           distribution to the extent required by applicable
                           Treasury regulations.

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

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

                  (k)      A loan may be granted no more than once during any
                           consecutive twelve (12) month period, and no more
                           than one (1) loan may be outstanding at any point in
                           time.

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

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

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

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

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

16.3              Accounting for Loans. There shall be a fifty dollar ($50.00)
                  --------------------
                  charge assessed against the Participant Accounts of a
                  Participant for whom a loan is approved. A Participant loan
                  subaccount shall be established as of the date a loan is made
                  to a Participant in accordance with this Article. The
                  Participant loan subaccount shall be charged against the
                  Participant Accounts in accordance with the following order of
                  priority:

                  (a)      Company Matching Contributions Account;

                  (b)      Company Non-Matching Contributions Account; and

                  (c)      Compensation Redirection Account.

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

                  Loan payments, both principal and interest, shall be
                  transferred back to the investment funds and Participant
                  Accounts from which the loan proceeds were obtained, in
                  accordance with the order of priority described above but
                  reversed, as soon as practicable after receipt of the payments
                  by the Plan Administrator; provided, however, that effective
                                             --------  -------
                  on and after October 1, 1989, a loan payment of a Participant
                  shall be reinvested in the investment funds in accordance with
                  the investment election in effect for such Participant under
                  Section 6.1 on the date of each such loan payment.





                                  ARTICLE XVII
                                  ------------
                              TEFRA TOP-HEAVY RULES
                              ---------------------

17.1              Application.  The rules set forth in this Article shall be
                  -----------
                  applicable with respect to any Plan Year in which the Plan is
                  determined to be a Top-Heavy Plan; provided, however that the
                                                    --------   -------
                  provisions of this Article shall be applied only to the extent
                  necessary to comply with Section 416 of the Code and in a
                  manner consistent with all requirements imposed under Section
                  416 of the Code.

17.2              Determination. The Plan shall be considered a Top-Heavy Plan
                  -------------
                  with respect to any Plan Year if as of the last calendar day
                  of the immediately preceding Plan Year or, if the
                  determination is to be made for the Plan's first (1st) Plan
                  Year, the last calendar day of the first (1st) Plan Year (the
                  "determination date"):

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

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

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

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

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

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

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

                  provided, however, that the Beneficiary of any deceased
                  --------  -------
                  Employee or of any deceased former Employee who was included
                  as a key employee by reason of this Section shall also be
                  included as a key employee; provided, further that an Employee
                  or former Employee shall only be included as a key employee to
                  the extent required by Section 416(i) of the Code; provided,
                                                                     --------
                  further, that for purposes of this Section, Section 415
                  -------
                  Compensation shall include any amount which is contributed by
                  the Participating Companies pursuant to a salary reduction
                  agreement and which is not includible in the gross income of
                  an Employee under Sections 125, 401(k), 402(a)(8),
                  402(h)(1)(B) and 403(b) of the Code. For purposes of this
                  Section, the term "required aggregation group" shall include:

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

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

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

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

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

17.3              Accrued Benefits. For purposes of this Article, accrued
                  ----------------
                  benefits with respect to any Plan Year shall be determined as
                  of the determination date (as such term is defined in Section
                  17.2) for that Plan Year based on the Participant Account
                  balances as of the most recent Valuation Date within a
                  consecutive twelve (12) month period ending on such
                  determination date; provided, however, that such Participant
                                      --------  -------
                  Account balances shall be adjusted to the extent required by
                  Section 416 of the Code to increase the Participant Account
                  balances by the amount of any Company contributions and of any
                  rollovers (other than rollovers initiated by a Participant
                  from any qualified retirement plan maintained by an unrelated
                  employer) made and allocated after the Valuation Date but on
                  or before such determination date and by any distributions
                  made to a Participant before the most recent Valuation Date
                  during any of the five (5) consecutive Plan Years immediately
                  preceding the Plan Year for which the determination as to
                  whether the Plan is a Top-Heavy Plan is being made (including
                  distributions from a terminated plan which if not terminated
                  would have been part of a required aggregation group (as such
                  term is defined in Section 17.2)) and to reduce the
                  Participant Account balances by any rollovers made on or
                  before the Valuation Date which are initiated by a Participant
                  from any qualified retirement plan maintained by an unrelated
                  employer.

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

                  (a)      the vesting schedule shown above shall continue to
                           apply but only with respect to those Participants who
                           had completed five (5) (or for Plan Years beginning
                           after December 31, 1988, three (3)) or more Years of
                           Service as of the last calendar day of the final
                           Top-Heavy Plan Year,

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

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

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

17.6              Code Section 415 Limitations. With respect to any Plan Year in
                  ----------------------------
                  which the Plan is a Top-Heavy Plan before January 1, 2000,
                  Sections 2.22 and 2.23 shall be read by substituting the
                  number one (1.00) for the number one and twenty-five
                  one-hundredths (1.25) wherever it appears therein.






                                  ARTICLE XVIII
                                  -------------
                             MERGER OF SIGCORP PLANS
                             -----------------------

18.1              Effective Date of Merger. The 401(k) Plan for Salaried
                  ------------------------
                  Employees of Southern Indiana Gas and Electric Company (the
                  "SIGEC Plan"), the SIGCORP, Inc. 401(k) Profit Sharing Plan
                  (the "SIGCORP Plan") and the SIGECo Advanced Communication,
                  Inc. Non-Standardized 401(k) Profit Sharing Plan (the "SIGECo
                  Advanced Communication Plan") shall be merged into, and become
                  a part of, the Plan on July 1, 2000. The SIGCORP Communication
                  Services, Inc. Non-Standardized 401(k) Profit Sharing Plan
                  (the "SIGCORP Communication Services Plan") and the SIGCORP
                  Energy Services, LLC Non-Standardized 401(k) Profit Sharing
                  Plan (the "SIGCORP Energy Services Plan") shall be merged
                  into, and become a part of, the Plan on January 1, 2002. The
                  terms of the SIGEC Plan, the SIGCORP Plan, the SIGECo Advanced
                  Communication Plan, the SIGCORP Communication Services Plan
                  and the SIGCORP Energy Services Plan shall be incorporated
                  herein by reference.

18.2              Eligibility. Any participant in the SIGEC Plan, the SIGCORP
                  -----------
                  Plan and the SIGECo Advanced Communication Plan on June 30,
                  2000 shall become a Participant in this Plan on July 1, 2000.
                  Any participant in the SIGCORP Communication Services Plan and
                  the SIGCORP Energy Services Plan on December 31, 2001 shall
                  become a Participant in this Plan on January 1, 2002. Any
                  other Employee shall become a Participant in accordance with
                  Article III.

18.3              Investment of Merged Funds. The monies held in the SIGEC Plan,
                  --------------------------
                  the SIGCORP Plan, the SIGECo Advanced Communication Plan, the
                  SIGCORP Communication Services Plan and the SIGCORP Energy
                  Services Plan immediately before their merger into this Plan
                  shall be invested in accordance with Participant investment
                  elections and, to the extent investment directions are not
                  received, in accordance with procedures established by the
                  Plan Administrator.

18.4              Distributions.  Amounts transferred from the SIGEC Plan, the
                  -------------
                  SIGCORP Plan, the SIGECO Advanced Communication Plan, the
                  SIGCORP Communication Services Plan and the SIGCORP Energy
                  Services Plan shall be distributed in accordance with Articles
                  VIII and IX.

18.5              Transfer of Plan Monies of Former Employees. The vested
                  -------------------------------------------
                  portion of the SIGEC Plan, the SIGCORP Plan and the SIGECo
                  Advanced Communication Plan, whichever is applicable, monies
                  transferred on behalf of an individual who is not employed as
                  an Employee by the Group on July 1, 2000 shall be determined
                  in accordance with the applicable vesting rules contained in
                  the SIGEC Plan, the SIGCORP Plan or the SIGECo Advanced
                  Communication Plan, whichever is applicable, immediately prior
                  to July 1, 2000. The non-vested portion of the accounts of the
                  former Employees that are not distributable shall be
                  aggregated and credited to a forfeiture account established
                  and maintained by the Trustee as of July 1, 2000; provided,
                  however, that the Plan Administrator shall maintain a
                  forfeiture sub-account of such forfeiture account in the name
                  of each former Employee whose non-vested portion of his
                  accounts were credited to the forfeiture account. If such
                  former Employee does not resume his employment with the Group
                  before incurring five (5) or more consecutive one (1) year
                  Breaks in Service (as determined in accordance with the terms
                  of the SIGEC Plan, the SIGCORP Plan or the SIGECo Advanced
                  Communication Plan, whichever is applicable, in effect on June
                  30, 2000) or, if earlier, the date he receives the
                  distribution of the vested portion of his account balances,
                  the Plan Administrator shall direct the Trustee that the
                  balance in the forfeiture account attributable to such
                  individual's forfeiture sub-account shall be forfeited and
                  applied in the Plan Year of forfeiture and any succeeding Plan
                  Years to reduce the amount of contributions, if any, required
                  by the Participating Companies to meet the regular Company
                  contributions until exhausted. If a former Employee resumes
                  his employment with the Group at any time on or after July 1,
                  2000 and before his completion of at least a five (5) year
                  Break in Service, the Plan Administrator shall direct the
                  Trustee to reinstate from the forfeiture account an amount
                  equal to such individual forfeiture sub-account as the
                  beginning balance of his Participant Account as of his date of
                  reemployment and such account shall become fully vested and
                  non-forfeitable as of his reemployment date and shall be
                  distributable to him upon his next termination of employment
                  to or for his benefit, or, in the event of his death, to or
                  for the benefit of his Beneficiary in accordance with the
                  provisions of this Plan.

                  The vested portion of the SIGCORP Energy Services Plan monies
                  transferred on behalf of an individual who is not employed as
                  an Employee by the Group on January 1, 2002 shall be
                  determined in accordance with the applicable vesting rules
                  contained in the SIGCORP Energy Services Plan immediately
                  prior to January 1, 2002. The non-vested portion of the
                  accounts of the former Employees that are not distributable
                  shall be aggregated and credited to a forfeiture account
                  established and maintained by the Trustee as of July 1, 2000;
                  provided, however, that the Plan Administrator shall maintain
                  a forfeiture sub-account of such forfeiture account in the
                  name of each former Employee whose non-vested portion of his
                  accounts were credited to the forfeiture account. If such
                  former Employee does not resume his employment with the Group
                  before incurring five (5) or more consecutive One Year Service
                  Breaks (as determined in accordance with the terms of the
                  SIGCORP Energy Services Plan in effect on December 31, 2001)
                  or, if earlier, the date he receives the distribution of the
                  vested portion of his account balances, the Plan Administrator
                  shall direct the Trustee that the balance in the forfeiture
                  account attributable to such individual's forfeiture
                  sub-account shall be forfeited and applied in the Plan Year of
                  forfeiture and any succeeding Plan Years to reduce the amount
                  of contributions, if any, required by the Participating
                  Companies to meet the regular Company contributions until
                  exhausted. If a former Employee resumes his employment with
                  the Group at any time on or after January 1, 2002 and before
                  his completion of at least a five (5) year Break in Service,
                  the Plan Administrator shall direct the Trustee to reinstate
                  from the forfeiture account an amount equal to such individual
                  forfeiture sub-account as the beginning balance of his
                  Participant Account as of his date of reemployment and such
                  account shall become fully vested and non-forfeitable as of
                  his reemployment date and shall be distributable to him upon
                  his next termination of employment to or for his benefit, or,
                  in the event of his death, to or for the benefit of his
                  Beneficiary in accordance with the provisions of this Plan.
                  Notwithstanding anything contained herein to the contrary, the
                  account balances of an individual who is not employed as an
                  Employee by the Group on January 1, 2002 but who has
                  non-vested monies in the SIGCORP Communication Services Plan
                  on December 31, 2001 shall be fully vested in such accounts as
                  of December 31, 2001. Also, notwithstanding anything contained
                  herein to the contrary, any Participant who was a participant
                  in the SIGCORP Communication Services Plan and the SIGCORP
                  Energy Services Plan and who is employed by the Group on
                  January 1, 2002 shall at all times be fully vested in the
                  December 31, 2001 balances (as adjusted to reflect earnings
                  and losses) of each and all of his Participant Accounts;
                  provided, however, that any Participant who was a participant
                  in the SIGCORP Energy Services Plan and is employed by the
                  Group on January 1, 2002 shall also be fully vested in amounts
                  credited to his Participant Accounts after January 1, 2002.

18.6              Accounts. The monies transferred on behalf of a Participant
                  --------
                  from the SIGEC Plan, the SIGCORP Plan and the SIGECo Advanced
                  Communication Plan shall be credited to the Participant
                  Accounts (including Compensation Redirection Accounts, Company
                  Matching Contributions Accounts and Company Non-Matching
                  Contributions Accounts which most closely parallel the
                  accounts from the SIGEC Plan, the SIGCORP Plan and the SIGECo
                  Advanced Communication Plan to which these amounts were
                  credited prior to July 1, 2000. The monies transferred on
                  behalf of a Participant from the SIGCORP Communication
                  Services Plan and the SIGCORP Energy Services Plan shall be
                  credited to the Participant Accounts (including Compensation
                  Redirection Accounts, Company Matching Contributions Accounts
                  and Company Non-Matching Contributions Accounts which most
                  closely parallel the accounts from the SIGCORP Communication
                  Services Plan and the SIGCORP Energy Services Plan to which
                  these amounts were credited prior to January 1, 2002.






This amended and restated Plan has been adopted this 1st day  of January, 2002
                                                     ---------   -------------
to be effective as of January 1, 2002.

                                                     VECTREN CORPORATION

                                                     By: /s/ Niel C. Ellerbrook
                                                     --------------------------
                                                     Niel C. Ellerbrook
                                                     Chief Executive Officer







                               VECTREN CORPORATION
                             RETIREMENT SAVINGS PLAN



                                    EXHIBIT A



         The following are the Participating Companies in the Plan:

         (1)      Vectren Corporation, effective July 1, 1986

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

         (3)      IGC Energy, Inc., effective July 1, 1986

         (4)      IEI Investments, Inc., effective October 1, 1997

         (5)      IEI Financial Services, LLC, effective April 1, 1998

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

         (7)      SIGECo Advanced Communication, Inc., effective July 1, 2000

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

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

         (10)     Vectren Communication Services, Inc., effective January 1,
                  2002

         (11)     SIGCORP Energy Services, LLC, effective January 1, 2002

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

         (13)     Vectren Retail, LLC, effective January 1, 2002

         (14)     IEI Services, LLC, effective October 1, 1997 (inactive)







                               VECTREN CORPORATION
                             RETIREMENT SAVINGS PLAN



                                    EXHIBIT B



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

SSN                        EMPLOYEE NAME
. . .                      . . .








                               VECTREN CORPORATION
                             RETIREMENT SAVINGS PLAN



                                    EXHIBIT C



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

         (1)      IEI Financial Services, LLC

         (2)      SIGCORP Energy Services, LLC

         (3)      Vectren Fuels, Inc.

         (4)      Vectren Retail, LLC

         (5)      Vectren Communication Services, Inc.