SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) December 17, 2008
VECTREN
CORPORATION
(Exact
name of registrant as specified in its charter)
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Commission File No.
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Registrant, State of Incorporation, Address, and
Telephone Number
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I.R.S Employer Identification
No.
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1-15467
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Vectren
Corporation
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35-2086905
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(An
Indiana Corporation)
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One
Vectren Square,
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Evansville,
Indiana 47708
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(812)
491-4000
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1-16739
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Vectren
Utility Holdings, Inc.
(An
Indiana Corporation)
One
Vectren Square
Evansville,
Indiana 47708
(812)
491-4000
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35-2104850
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Former
name or address, if changed since last report:
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Vectren
Corporation, an Indiana corporation (the “Company”), initiated a review of the
Vectren Corporation Unfunded Supplemental Retirement Plan for a Select Group of
Management Employees and the Vectren Corporation Nonqualified Defined Benefit
Restoration Plan to ensure that such plans (including awards granted and
payments made under those plans) are in compliance with Section 409A of the
Internal Revenue Code (“Section 409A”) and the regulations and other guidance
issued thereunder. In order to bring those plans into compliance with
Section 409A and the regulations and other guidance, on December 17, 2008, the
Compensation Committee of the Company’s Board of Directors approved the
amendment and restatement of the those plans. At the same time, the
Compensation Committee approved other clarifying amendments to the plans that
were not a result of Section 409A.
Each
amended and restated plan amends, restates and supersedes the respective prior
plan in its entirety and is effective as of January 1, 2005 (which is the
effective date of Section 409A). Each amended and restated plan was
modified to address the provisions of Section 409A and the regulations and other
guidance issued thereunder. Those modifications include, without
limitation,
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·
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Modifying
definitions of “Termination of Employment” to match “separation from
service” under Section 409A and “Total Disability” to match “disability”
under Section 409A;
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·
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Fixing
the time and form of payment of benefits on each payment
event;
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·
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Providing
for the election of alternative payment methods (e.g. installments) only
at the time and in the manner permitted by Section
409A;
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·
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Prohibiting
changes to the time or form of payment unless in a manner permitted by
Section 409A;
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·
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Imposing
a six-month delay for any payment to a “specified employee,” to the extent
required by Section 409A; and
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·
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Providing
for payment on a termination of the plan (including in connection with a
change in control) in accordance with Section
409A.
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No
material changes were made to the plans, and shareholder approval was not
required for any of the amendments. The above description of the provisions of
the amended and restated plans is qualified in its entirety by reference to the
full text of the plans, which have been filed as exhibits to this
report.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Vectren
Corporation Unfunded Supplemental Retirement Plan for a Select Group of
Management Employees (As Amended and Restated Effective January 1,
2005)
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10.2
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Vectren
Corporation Nonqualified Defined Benefit Restoration Plan (As Amended and
Restated Effective January 1, 2005)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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December
19, 2008
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VECTREN
CORPORATION
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By:
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/s/ M. Susan Hardwick | |
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M.
Susan Hardwick
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Vice
President and Controller
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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Location
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10.1
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Vectren
Corporation Unfunded Supplemental Retirement Plan for a Select Group of
Management Employees (As Amended and Restated Effective January 1,
2005)
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Attached
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10.2
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Vectren
Corporation Nonqualified Defined Benefit Restoration Plan (As Amended and
Restated Effective January 1, 2005)
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Attached
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