In February 2003,  the Nominating and Corporate Governance committee ("Governance committee") of the board of directors created a new position of Lead director,  whose primary responsibilities, including serving as chair of executive sessions of the non-employee directors, are set forth in the Corporate Governance Guidelines.  The corporate governance guidelines also provide that the Chair of the Governance committee is to serve as the Lead director.  In 2007,  the Chair of the Governance committee is Robert L.Koch II.  In February of 2003,  Mr.Koch was elected Lead director by the full board.

The Audit committee is responsible for, among other things, establishing, reviewing and updating a Code of Ethical Conduct and ensuring that management has established a system to enforce this Code.  The committee also ensures that the Company implements and follows necessary and appropriate financial reporting processes.  In 2007,  the Chair of the Audit committee is Richard W. Shymanski.

Shareholders and other parties interested in communicating directly with the Lead director,  Chair of the Audit committee or with any of the non-employee directors as a group may do so by writing to:

Lead Director; Chair, Audit Committee; or  Non-Employee Directors Vectren Corporation P.O.Box 3144 Evansville, IN 47731-3144