EXHIBIT 4.4




                                 PROMISSORY NOTE
                               FOR LONG-TERM LOANS


$37,500,000                                                   December 1, 2002


         FOR VALUE RECEIVED, Southern Indiana Gas and Electric Company, an
Indiana corporation ("Borrower") hereby promises to pay to VECTREN UTILITY
HOLDINGS, INC., an Indiana corporation ("Lender"), in same day funds at its
principal offices in Evansville, Indiana, or at such other place Lender may from
time to time designate, the principal sum of Thirty-Seven Million, Five Hundred
Thousand Dollars ($37,500,000), together with interest thereon from the date
hereof until paid in full, all without relief from valuation or appraisement
laws. Interest shall be charged on the unpaid outstanding balance of this Note
at a rate per annum equal to the rate paid and to be paid by Lender with respect
to the borrowings it made in order to provide funds to Borrower hereunder.
Interest on borrowings shall be due and payable in immediately available funds
on the same business day on which Lender must pay interest on the borrowings it
made in order to provide funds to the Borrower hereunder. The principal hereof
shall be due and payable hereunder at such times and in such amounts and in such
installments hereunder as Lender must pay with respect to the borrowings it made
in order to provide funds to Borrower hereunder. Lender has provided Borrower
with a copy of the documentation evidencing the borrowings made by Lender in
order to provide funds to Borrower hereunder. Borrower's share under this Note
of the Lender borrowings represents 15% of the underlying notes and net proceeds
approximate $37.1 million. In the absence of manifest error, such documentation
and the records maintained by Lender of the amount and term, if any, of
borrowings hereunder shall be deemed conclusive.

         The terms and conditions of the borrowings made by Lender in order to
provide funds to Borrower hereunder, such documentation of which is attached
hereto, are hereby incorporated by reference and made a part hereof; provided,
however, that the principal sum under this Note shall be in such amount as set
forth in this Note. In the event of any conflict or inconsistency between the
terms of this Note and the terms of the borrowings made by Lender in order to
provide funds to Borrower hereunder, the terms of this Note shall govern.

         Presentment, notice of dishonor and demand, protest and diligence and
collection and bringing suit are hereby severally waived by Borrower and each
endorser hereby consents that the time for payment of this Note or any
installment hereunder may be extended from time to time without notice by
Lender. No waiver of any default or failure or delay to exercise any right or
remedy by Lender shall operate as a waiver of any other default or of the same
default in the future or as a waiver of any right or remedy with respect to the
same or any other occurrence. No single or partial exercise by Lender of any
right or remedy shall preclude other or further exercises thereof or of any
other right or remedy.

         This Note inures to the benefit of Lender and binds Borrower and
Lender's and Borrower's respective successors and assigns, and the terms
"Lender" and Borrower" whenever occurring herein shall be deemed and construed
to include such respective successors and assigns.

         This Note shall be construed according to, and governed by, the laws of
the State of Indiana.

         This Note is one of the promissory notes referred to in the Financial
Services Agreement, dated January 5th, 2001, between Lender, Borrower and
certain other public utility subsidiaries of Lender to which reference is made
for a statement of additional rights and obligations of the parties hereto.

         IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as
of the date and the year first hereinabove written.



                            SOUTHERN INDIANA GAS AND
                            ELECTRIC COMPANY




                                 By:  /S/ Jerome A. Benkert, Jr.
                                      Jerome A. Benkert, Jr.
                                      Executive Vice President and
                                      Chief Financial Officer