AMENDMENT NO. 1 TO THE
                  AGREEMENT AND PLAN OF MERGER
                          BY AND AMONG
  INDIANA ENERGY, INC., SIGCORP, INC. AND VECTREN CORPORATION



     Amendment No. 1 to the Agreement and Plan of Merger by and
among Indiana Energy, Inc. ("Indiana"), SIGCORP, Inc. ("SIGCORP")
and Vectren Corporation (the "Company") is entered into as of
December 14, 1999.

WHEREAS, Indiana, SIGCORP and the Company entered into an
Agreement and Plan of Merger ("Merger Agreement") dated as of June
11, 1999;

     WHEREAS, Section 6.5 of the Merger Agreement provides that,
with certain exceptions not applicable, neither Indiana nor SIGCORP
would acquire the assets of any corporation or division of a
corporation;

     WHEREAS, Section 9.4 of the Merger Agreement provides that the
Merger Agreement may be amended by the parties pursuant to action
of their respective Boards of Directors, at any time before or
after approval by the shareholders of Indiana or SIGCORP and prior
to the Effective Time;

     WHEREAS, Indiana would like to acquire certain assets (the
"Business"); and

     WHEREAS, the parties desire to amend the Merger Agreement to
permit the acquisition of the Business.

     NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in
the Merger Agreement, the parties hereto, intending to be legally
bound, hereby agree as follows:

Section 6.5 of the Merger Agreement is amended to read as
follows:

     Except as set forth in Section 6.5 of the SIGCORP Disclosure
     Schedule or the Indiana Disclosure Schedule, neither SIGCORP
     nor Indiana shall, nor shall either permit any of its
     subsidiaries to, acquire, or publicly propose to acquire, or
     agree to acquire, by merger or consolidation, by purchase or
     otherwise, an equity interest in or any assets of any business
     of any corporation, partnership, association or other business
     organization or division thereof, except for:

          (a)  the purchase of assets from suppliers or vendors in
     the ordinary course of business and consistent with past
     practice;

          (b)  acquisition by SIGCORP and its subsidiaries on the
     one hand, and Indiana and its subsidiaries on the other,
     within existing lines of business, of less than $5.0  million
     in the aggregate; and

          (c)  the acquisition of certain assets by Indiana or any
     of its subsidiaries as set forth in amended Section 6.5 of
     Indiana's Disclosure Schedule.

     IN WITNESS WHEREOF, Indiana, SIGCORP and the Company have
caused this Amendment No. 1 to the Merger Agreement to be signed by
their respective officers thereunder duly authorized as of the date
first written above.


INDIANA ENERGY, INC.


                              By: ______________________________
                                   Niel C. Ellerbrook
                                   President and Chief Executive
                                   Officer


                              SIGCORP, INC.


                              By: _________________________________
                                   Andrew E. Goebel
                                   President and Chief Operating
                                   Officer


                              VECTREN CORPORATION


                              By: _________________________________
                                   Niel C. Ellerbrook
                                   Chief Executive Officer