X0303 4 2011-05-11 0001096385 VECTREN CORP VVC 0001180881 GEORGE ANTON H ONE VECTREN SQUARE P. O. BOX 209 EVANSVILLE IN 47708 1 Phantom Stock 0 2011-05-11 4 A 0 1805 0 A Common Stock 1805 1805 D The stock unit award was granted pursuant to the Vectren Corporation At Risk Compensation Plan ("Plan") and is subject to all of the terms, provisions and conditions of the Plan. The lifting of restrictions and forfeitability provisions are dependent upon continued service by the board member until May 1, 2012. Upon lifting of restrictions, Grantee shall be paid for each Stock Unit Award in cash, the Fair Market Value of one share of common stock on the date restrictions lapse, provided Grantee is in compliance with share ownership guidelines established by the board of directors. If Grantee is not in compliance with share ownership guidelines, the value of each Stock Unit Award shall be paid in unrestricted Vectren common stock. The board of directors approved the acquisition in accordance with Rule 16b-3. /s/Ronald E. Christian 2011-05-12