0000908834-09-000124 Sample Contracts

VECTREN CORPORATION One Vectren Square Evansville, Indiana 47708 VECTREN CAPITAL, CORP. One Vectren Square Evansville, Indiana 47708 FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

Note Purchase Agreement • March 16th, 2009 • Vectren Corp • Gas & other services combined • Indiana

• Contract Type
  Note Purchase Agreement
• Filed
  March 16th, 2009
• Company
  Vectren Corp
• Industry
  Gas & other services combined
• Jurisdiction
  Indiana

Reference is made to the Note Purchase Agreement, dated as of October 11, 2005 between you and Vectren Capital, Corp., an Indiana corporation (the “Company”) and Vectren Corporation, an Indiana corporation (“Vectren” and, together with the Company, the “Obligors”) (the “2005 Note Purchase Agreement”). Unless otherwise herein defined or the context hereof otherwise requires, the capitalized terms in this First Amendment (this “First Amendment”) shall have the respective meanings specified in the 2005 Note Purchase Agreement. You and the other holders named in the attached Schedule A are hereinafter collectively referred to as “Holders” and individually referred to as a “Holder”. The term “First Amendment Closing Date” as used herein shall mean March 11, 2009.

VECTREN CORPORATION One Vectren Square Evansville, Indiana 47708 VECTREN CAPITAL, CORP. One Vectren Square Evansville, Indiana 47708 SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

Note Purchase Agreement • March 16th, 2009 • Vectren Corp • Gas & other services combined • New York

• Contract Type
  Note Purchase Agreement
• Filed
  March 16th, 2009
• Company
  Vectren Corp
• Industry
  Gas & other services combined
• Jurisdiction
  New York

Reference is made to the Note Purchase Agreement, dated as of April 25, 1997 between you and Vectren Capital, Corp., an Indiana corporation (the “Company”) and Vectren Corporation, an Indiana corporation (“Vectren” and, together with the Company, the “Obligors”) as amended by that certain First Amendment to Note Purchase Agreement dated as of October 11, 2005 (the “1997 Note Purchase Agreement”). Unless otherwise herein defined or the context hereof otherwise requires, the capitalized terms in this Second Amendment (this “Second Amendment”) shall have the respective meanings specified in the 1997 Note Purchase Agreement. You and the other holders named in the attached Schedule A are hereinafter collectively referred to as “Holders” and individually referred to as a “Holder”. The term “Second Amendment Closing Date” as used herein shall mean March 11, 2009.