Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995.

A "safe harbor" for forwarding-looking statements is
provided by the Private Securities Litigation Reform Act of
1995 (Reform Act of 1995).  The Reform Act of 1995 was
adopted to encourage such forward-looking statements without
the threat of litigation, provided those statements are
identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important
factors that could cause the actual results to differ
materially from those projected in the statement.  Forward-
looking statements have been and will be made in written
documents and oral presentations of Vectren Corporation and
its subsidiaries.  Such statements are based on management's
beliefs, as well as assumptions made by and information
currently available to management.  When used in Vectren
Corporation and its subsidiaries' documents or oral
presentations, the words "believe," "anticipate,"
"endeavor," "estimate," "expect," "objective," "projection,"
"forecast," "goal," and similar expressions are intended to
identify forward-looking statements.  In addition to any
assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors
that could cause Vectren Corporation and its subsidiaries'
actual results to differ materially from those contemplated
in any forward-looking statements included, among others,
the following:

Factors affecting utility operations such as unusual weather
conditions; catastrophic weather-related damage; unusual
maintenance or repairs; unanticipated changes to fossil fuel
costs; unanticipated changes to gas supply costs, or
availability due to higher demand, shortages, transportation
problems or other developments; environmental or pipeline
incidents; transmission or distribution incidents;
unanticipated changes to electric energy supply costs, or
availability due to demand, shortages, transmission problems
or other developments; or electric transmission or gas
pipeline system constraints.

Increased competition in the energy environment including
effects of industry restructuring and unbundling.

Regulatory factors such as unanticipated changes in rate-
setting policies or procedures, recovery of investments and
costs made under traditional regulation, and the frequency
and timing of rate increases.

Financial or regulatory accounting principles or policies
imposed by the Financial Accounting Standards Board, the
Securities and Exchange Commission (Commission), the Federal
Energy Regulatory Commission, state public utility
commissions, state entities which regulate natural gas
transmission, gathering and processing, and similar entities
with regulatory oversight.

Economic conditions including inflation rates and monetary
fluctuations.

Changing market conditions and a variety of other factors
associated with physical energy and financial trading
activities including, but not limited to, price, basis,
credit, liquidity, volatility, capacity, interest rate, and
warranty risks.

Availability or cost of capital, resulting from changes in
Vectren Corporation and its subsidiaries, interest rates,
and securities ratings or market perceptions of the utility
industry and energy-related industries.

Employee workforce factors including changes in key
executives, collective bargaining agreements with union
employees, or work stoppages.

Legal and regulatory delays and other obstacles associated
with mergers, acquisitions, and investments in joint
ventures.

Costs and other effects of legal and administrative
proceedings, settlements, investigations, claims, and other
matters, including, but not limited to, those described in
periodic filings made with the Commission by Vectren
Corporation and its subsidiaries, Indiana Gas Company, Inc.
and Southern Indiana Gas and Electric Company.

Changes in federal, state or local legislature requirements,
such as changes in tax laws or rates, environmental laws and
regulations.

Vectren Corporation and its subsidiaries undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of changes in actual
results, changes in assumptions, other factors affecting
such statements.