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
31, 2006
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.
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35-2104850
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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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Former
name or address, if changed since last report: N/A
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
1.01 Entry into a Material Definitive Agreement; Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers; and Item 8.01 Other
Events
On
December 31, 2006, Vectren Corporation executed a compensatory arrangement
with
its officers regarding a life insurance replacement program. A copy of
the plan
document is attached as exhibit 99.1.
In
December, 2006 Vectren Corporation eliminated a discretionary life insurance
benefit previously made available to certain officers. The amounts payable
to these officers as a result of the elimination of this benefit on January
15,
2007 and July 1, 2007 are set forth in Exhibit A to the Life Insurance
Replacement Plan. The second payment will only be made if the officer is
continuously employed by Vectren Corporation or one of its subsidiaries from
December 31, 2006 through July 1, 2007.
By
referencing this matter under Item 1.01 and Item 5.02, neither Vectren
Corporation nor Vectren Utility Holdings Inc. intends to acknowledge that
this
matter constitutes a material agreement or material compensatory arrangement
with respect to either of them.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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99.1
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Vectren
Corporation Life Insurance Replacement
Plan
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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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VECTREN
CORPORATION
VECTREN
UTILITY HOLDINGS, INC.
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January
3, 2007
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By:
/s/ M. Susan Hardwick
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M.
Susan Hardwick
Vice
President, Controller and Assistant
Treasurer
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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99.1
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Vectren
Corporation Life Insurance Replacement
Plan
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