Arrangement of a Registrant; Item 8.01 Other Events.

On April 7, 2009, Vectren Utility Holdings, Inc. ("VUHI"), a wholly-owned subsidiary of Vectren Corporation, entered into a private placement Note Purchase Agreement (the "2009 VUHI Note Purchase Agreement") pursuant to which institutional investors purchased $100,000,000 6.28% Senior Guaranteed Notes, due April 7, 2020. These Senior Guaranteed Notes are unconditionally guaranteed by Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren Energy Delivery of Ohio, Inc., wholly-owned subsidiaries of VUHI. The proceeds received from the issuance of the Notes will be used to reduce short-term debt outstanding and for other corporate purposes.

VUHI refers to the attached exhibits for the affirmative and negative covenants relating to the 2009 VUHI financing.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are included in this Current Report on Form 8-K:

4.5 Note Purchase Agreement, dated April 7, 2009, among Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren Energy Delivery of Ohio, Inc. and the purchasers named therein.

99.1 Press Release dated April 7, 2009.

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