Ex99-1
VECTREN CORPORATION
CHANGE IN CONTROL AGREEMENT
This AGREEMENT is by and between Vectren Corporation, an Indiana
corporation (the "Company"), and Niel C. Ellerbrook (the "Executive"), dated as
of March 1, 2005 (the "Commencement Date"), and provides as follows:
1. Definitions.
(a) Cause. "Cause" shall mean:
(i) intentional gross misconduct by the Executive damaging in a
material way to the Company,
(ii) the Executive's commission of fraud against the Company,
(iii)the Executive's public acts of dishonesty or conviction of a
felony, or
(iv) a material breach of this Agreement, after the Company has
given the Executive notice thereof and a reasonable opportunity to
cure.
(b) Change in Control. "Change in Control" shall mean:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of twenty percent (20%) or more of either (A)
the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company
Voting Securities"); provided, however, that the following
acquisitions shall not constitute an acquisition of control: (A) any
acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege), (B) any acquisition
by the Company, (C) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions
described in clauses (A), (B) and (C) of subsection (iii) of this
paragraph are satisfied;
(ii) Individuals who, as of the Commencement Date, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of Directors
of the Company (the "Board"); provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation,
in each case, unless, following such reorganization, merger or
consolidation, (A) more than sixty percent (60%) of, respectively, the
then outstanding shares of common stock of the corporation resulting
from such reorganization, merger or consolidation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to
such reorganization, merger or consolidation in substantially the same
proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (B) no Person (excluding the Company, any employee benefit
plan or related trust of the Company, or such corporation resulting
from such reorganization, merger or consolidation and any Person
beneficially owning, immediately prior to such reorganization, merger
or consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger or consolidation or the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization,
merger or consolidation;
(iv) Approval by the shareholders of the Company of (A) a
complete liquidation or dissolution of the Company or (B) the sale or
other disposition of all or substantially all of the assets of the
Company, other than to a corporation, with respect to which following
such sale or other disposition (1) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (2) no Person (excluding the Company and any employee benefit
plan or related trust of the Company or such corporation and any
Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more of
the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (3) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent Board at
the time of the execution of the initial agreement or action of the
Board providing for such sale or other disposition of assets of the
Company; or
(v) The closing, as defined in the documents relating to, or as
evidenced by a certificate of any state or federal governmental
authority in connection with, a transaction approval of which by the
shareholders of the Company would constitute an "Change in Control"
under subsection (iii) or (iv) of this Section 1(b) of this Agreement.
(c) Date of Termination. "Date of Termination" shall mean the date the
Executive's employment is terminated.
(d) Disability. "Disability" shall have the meaning set forth in the
Company's long term disability plan.
(e) Good Reason. "Good Reason" shall mean, after the Window Period
without the Executive's written consent, (i) a demotion in the Executive's
status, position or responsibilities which, in the Executive's reasonable
judgment, does not represent a promotion from the Executive's status,
position or responsibilities as in effect at the end of the Window Period;
(ii) the assignment to the Executive of any duties or responsibilities
which, in the Executive's reasonable judgment, are inconsistent with such
status, position or responsibilities at the end of the Window Period; or
any removal of the Executive from or failure to reappoint or reelect the
Executive to any of such positions that the Executive had at the end of the
Window Period, except in connection with the termination of the Executive's
employment for Disability, death or Cause or by the Executive other than
for Good Reason; (iii) a reduction by the Company in the Executive's base
salary as in effect at the end of the Window Period or the Company's
failure to increase (within twelve (12) months of the Executive's last
increase in base salary) the Executive's base salary after the end of the
Window Period in an amount which at least equals, on an appropriate
percentage basis, an amount reasonably comparable to the percentage
increases in base salary for all Company employees at the same employment
level as the Executive effected in the preceding twelve (12) months; (iv)
the relocation of the principal executive offices of the Company or Company
affiliate, whichever entity on behalf of which the Executive performs a
principal function of that entity as part of the Executive's employment
services, to a location more than fifty (50) miles outside the Evansville,
Indiana metropolitan area or, if the Executive's services are not performed
in Evansville, Indiana, the Company's requiring the Executive to be based
at any place other than the location at which the Executive performed the
Executive's duties at the end of the Window Period, except for required
travel on the Company's business to an extent substantially consistent with
the Executive's business travel obligations at the time of a Change in
Control; (v) a reduction in the Executive's total direct compensation
opportunity from the opportunity in effect at the end of the Window Period;
(vi) the failure by the Company to continue in effect any incentive, bonus
or other compensation plan in which the Executive participates at the end
of the Window Period, including, but not limited to, the Company's stock
option and restricted stock plans, if any, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan, or the failure by the Company to continue the
Executive's participation therein, or any action by the Company which would
directly or indirectly materially reduce the Executive's participation
therein; (vii) the failure by the Company to provide benefits (including,
but not limited to, annual and long term bonus opportunities), in the
aggregate, that are reasonably comparable to the benefits, in the
aggregate, being provided for the majority of the other Company employees
at the same employment level as the Executive at the end of the Window
Period; (viii) the failure of the Company to obtain a satisfactory
agreement from any successor or assign of the Company to assume and agree
to perform this Agreement; or (ix) any request by the Company that the
Executive participate in an unlawful act or take any action constituting a
breach of the Executive's professional standard of conduct.
(g) Notice of Termination. "Notice of Termination" shall mean a
written notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive's employment under the provision so
indicated and (iii) if the Date of Termination is other than the date of
receipt of such notice, specifies the termination date (which date shall be
not more than thirty days after the giving of such notice). The failure by
the Executive to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason shall not waive
any right of the Executive hereunder or preclude the Executive from
asserting such fact or circumstance in enforcing the Executive's rights
hereunder.
(h) Window Period. "Window Period" shall mean a ninety (90) day period
immediately following the Change in Control of the Company.
2. Termination in Connection with a Change in Control. If (a) during the
period beginning on the Change in Control and continuing for three (3) years
thereafter, the Company shall terminate the Executive's employment other than
for Cause, death or Disability, or the Executive shall terminate employment for
Good Reason (which shall be communicated by the Executive by Notice of
Termination to the Company); or (b) during the Window Period the Executive shall
terminate employment without reason, then
(i) The Company shall pay to the Executive in a lump sum in cash
within fifteen calendar days after the Date of Termination the aggregate of
the amounts set forth in clauses A, B and C below:
A. the sum of (1) the Executive's annual base salary through the
Date of Termination to the extent not theretofore paid, (2) the
product of (x) the greater of the target bonus currently in effect for
the Executive or the average of the actual bonuses paid to the
Executive for the three years ending prior to the year in which the
Date of Termination occurs (the "Minimum Bonus") and (y) a fraction,
the numerator of which is the number of days in the current calendar
year through the Date of Termination, and the denominator of which is
365 and (3) 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
(the sum of the amounts described in clauses (1), (2), and (3) shall
be hereinafter referred to as the "Accrued Obligations"); provided,
however, that for purposes of this Section 2, annual base salary shall
include any elective salary reductions in effect for the Executive
under any tax qualified or non-qualified deferred compensation plan
maintained by the Company; and
B. the amount equal to the product of (1) and (2) where:
(1) is the lesser of (a) three years or (b) the number of
years, rounded to the nearest twelfth (1/12th) of a year, between
the Date of Termination and the Executive's attainment of age
sixty-five (65), and
(2) is the sum of (x) the Executive's annual base salary and
(y) the Minimum Bonus; and
C. an amount equal to the excess of (a) the actuarial equivalent
of the benefit under the Company's qualified defined benefit
retirement plan or such other qualified defined benefit pension plan
in which the Executive participates, if any (the "Retirement Plan")
(utilizing actuarial assumptions no less favorable to the Executive
than those in effect under the Company's Retirement Plan immediately
prior to the Commencement Date), and any excess or supplemental
retirement plan in which the Executive participates (together, the
"SERP") which the Executive would receive if the Executive's
employment continued for the lesser of (a) three years or (b) the
number of years, rounded to the nearest twelfth (1/12th) of a year,
between the Date of Termination and the Executive's attainment of age
sixty-five (65), assuming for this purpose that all accrued benefits
are fully vested, and, assuming that the Executive's compensation
during the duration of employment is the sum of the annual base salary
and Minimum Bonus over (b) the actuarial equivalent of the Executive's
actual benefit (paid or payable), if any, under the Retirement Plan
and the SERP as of the Date of Termination; provided, however, that
such determination shall also take into account, to the extent
applicable, any early retirement subsidy, based on the Executive's
age, service or both, for the additional service and age that the
Executive would have realized if the Executive remained employed for
the period described above in this subparagraph;
(ii) any restricted stock, stock options and any other stock
awards under any Company sponsored plan or arrangement that were
outstanding immediately prior to the Commencement Date ("Prior Stock
Awards") shall become immediately vested and/or exercisable, as the
case may be;
(iii) for the period which is the lesser of (a) three years or
(b) the number of years, rounded to the nearest twelfth (1/12th) of a
year, between the Date of Termination and the Executive's attainment
of age sixty-five (65), or such longer period as may be provided by
the terms of the appropriate plan, program, practice or policy, the
Company shall continue benefits to the Executive and/or the
Executive's family at least equal to those which would have been
provided to them in accordance with the welfare, fringe, change of
control protection, incentive, vacation and other similar benefit
plans, practices, policies and programs provided by the Company and
its affiliated entities (including, without limitation, medical,
prescription, dental, disability, employee life, group life,
accidental death and travel accident insurance plans and programs) to
the extent applicable generally to other peer executives of the
Company and its affiliated entities as if the Executive's employment
had not been terminated or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer
executives of the Company and its affiliated companies and their
families; provided, however, that if the Executive becomes reemployed
with another employer and is eligible to receive medical or other
welfare benefits under another employer provided plan, the medical and
other welfare benefits described herein shall be secondary to those
provided under such other plan during such applicable period of
eligibility. For purposes of determining eligibility (but not the time
of commencement of benefits) of the Executive for retiree benefits
pursuant to such plans, practices, programs and policies, the
Executive shall be considered to have remained employed for the
duration of employment after the Date of Termination and to have
retired on the last day of such period; and
(iv) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is
entitled to receive under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies,
excluding any severance plan or policy except to the extent that such
plan or policy provides, in accordance with its terms, benefits with a
value in excess of the benefits payable to the Executive under this
Section 2, (such other amounts and benefits shall be hereinafter
referred to as the "Other Benefits").
Notwithstanding anything contained in this Agreement to the contrary, if
the Executive's employment is terminated before a Change in Control and the
Executive reasonably demonstrates that such termination (i) was at the
request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a "Change in Control" and who effectuates a
"Change in Control" or (ii) otherwise occurred in connection with, or in
anticipation of, a "Change in Control" which actually occurs, then for all
purposes of this Agreement, the date of a "Change in Control" with respect
to the Executive shall mean the date immediately prior to the date of such
termination of the Executive's employment.
3. Termination. Except as otherwise provided in the last sentence of
Section 2, this Agreement shall automatically terminate upon the termination of
employment of the Executive, for any reason, prior to a Change in Control.
4. Full Settlement. After a Change in Control, the Company's obligation to
make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Executive or others. In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and such amounts shall not be reduced whether or not the Executive obtains other
employment. The Company agrees to pay as incurred, to the full extent permitted
by law, all legal fees and expenses which the Executive may reasonably incur as
a result of any non-frivolous contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Executive about the amount
of any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
5. Successors.
(a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
6. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary or any termination of
this Agreement notwithstanding and except as provided in subsection (e) of
this Section 6, in the event it shall be determined that any payment or
distribution or benefit made or provided by the Company or its affiliates
to or for the benefit of the Executive whether pursuant to this Agreement
or otherwise, and determined without regard to any additional payments
required under this Section 6 (a "Payment") would be subject to the excise
tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.
(b) Subject to the provisions of Section 6(c), all determinations
required to be made under this Section 6, including whether and when a
Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination and whether
subsection (e) is applicable, shall be made by the Company's independent
auditor (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days
of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company. All fees and expenses
of the Accounting Firm shall be borne solely by the Company. Any Gross-Up
Payment, as determined pursuant to this Section 6, shall be paid by the
Company to the Executive within five days of the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm shall be
binding upon the Company and the Executive. As a result of the uncertainty
in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have
been made ("Underpayment"), consistent with the calculations required to be
made hereunder. In the event that the Company exhausts its remedies
pursuant to Section 6(c) and the Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as
soon as practicable but no later than ten business days after the Executive
is informed in writing of such claim and shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be
paid. The Executive shall not pay such claim prior to the expiration of the
30-day period following the date on which it gives such notice to the
Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies the
Executive in writing prior to the expiration of such period that it desires
to contest such claim, the Executive shall:
(i) give the Company any information reasonably requested by the
Company relating to such claim,
(ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by the
Company,
(iii) cooperate with the Company in good faith in order
effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result
of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 6(c), the Company
shall control all proceedings taken in connection with such contest and, at
its sole option, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect
of such claim and may, at its sole option, either direct the Executive to
pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to
pay such claim and sue for a refund, the Company shall advance the amount
of such payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for
the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder
and the Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other
taxing authority.
(d) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 6(c), the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject
to the Company's complying with the requirements of Section 6(c)) promptly
pay to the Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Company pursuant to
Section 6(c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of
refund prior to the expiration of 30 days after such determination, then
such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount
of Gross-Up Payment required to be paid.
(e) Notwithstanding anything contained in this Section 6 to the
contrary, if the present value of the payments made under this Agreement,
without taking into account the Gross-Up Payment, is no greater than one
hundred and ten percent (110%) of the amount payable to the Executive
assuming the Executive's payments under this Agreement were limited to the
maximum amount that could be payable without application of the excise tax
imposed by Section 4999 of the Code (the "Section 4999 Limit"), the
Executive's payments shall be limited to the Section 4999 Limit.
7. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of Indiana, without reference to principles of conflict of
laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force, or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
Niel C. Ellerbrook
Chair, President and Chief Executive Officer
Vectren Corporation
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
If to the Company:
Attention: Chair of the Compensation and Benefits
Committee of the Board of Directors
Vectren Corporation
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
or to such other address as either party shall have furnished to the other
in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee,
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
(e) On and after the Commencement Date, this Agreement shall supersede
any other agreement between the parties with respect to the subject matter
hereof and any such agreement shall be deemed terminated without any
remaining obligations of either party thereunder.
(f) This Agreement shall not be construed as giving the Executive any
right of employment or continuing employment with the Company.
8. Prior Agreements. This Agreement supersedes any employment agreement or
change in control agreement previously entered into by the Executive and by the
Company, its predecessors or other affiliates. Executive hereby acknowledges
that the Executive has received sufficient consideration for substitution of
this Agreement for any prior employment agreement.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
/S/ Niel C. Ellerbrook
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Niel C. Ellerbrook, the Executive
February 28, 2005
Vectren Corporation
By /S/ Jean L. Wojtowicz
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Jean L. Wojtowicz
Chair of the Compensation and Benefits Committee
of Board of Directors
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Date: February 28, 2005