AMENDMENT NUMBER ONE TO THE VECTREN CORPORATION CHANGE IN CONTROL AGREEMENT

This Amendment Number One to the Vectren Corporation Change in Control Agreement (this “Amendment”) is entered into to be effective as of March 1, 2005 (the “Effective Date”) between Vectren Corporation (the “Company”) and Niel C. Ellerbrook (the “Executive”).

WHEREAS, the Company and the Executive are parties to the Vectren Corporation Change in Control Agreement dated March 1, 2005 (the “Original Agreement”); and

WHEREAS, the Company and the Executive desire to amend the Original Agreement so that it is compliant with Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.   In Section 2(i)(A)(3) of the Original Agreement the words “any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid” are hereby deleted and replaced with the words “[intentionally omitted]”.

2.   Section 2(ii) of the Original Agreement is hereby amended by adding the following to the end of Section 2(ii) just after the word “be” and before the “;”: “as long as such acceleration is not an impermissible acceleration of the payment date under Section 409A of the Code and the regulations promulgated thereunder”

3.   The following new Section 6(f) is hereby added to the Original Agreement to read in its entirety as follows:

“(f)           Any payment required under this Section 6 shall be made by the end of the Executive’s taxable year next following the Company’s taxable year in which the Executive remits the payment.  In addition, any right to reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability, whether Federal, state, local, or foreign, shall be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, the end of the Executive’s taxable year following the Executive’s taxable year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation.  This Section 6(f) shall be interpreted consistent with Treas. Reg. § 409A-3(i)(1)(v).”

4.   The following new Section 9 is hereby added to the Original Agreement to read in its entirety as follows:

“9.   Application of Section 162(m) .  If the Company reasonably anticipates that the Company’s deduction with respect to any payment under this Agreement would not be permitted due to the application of Section 162(m) of the Code, then to the extent permitted by Treas. Reg.