UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

Filed by the Registrant x  Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨	Preliminary Proxy Statement

 

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨	Definitive Proxy Statement

 

x	Definitive Additional Materials

 

¨	Soliciting Material Pursuant to §240.14a-12

 

VECTREN CORPORATION

 

(Name of Registrant as Specified In Its Charter)

 

 

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x	No fee required.

 

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

(5)

Total fee paid:

 

 

 

¨	Fee paid previously with preliminary materials.

 

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

(3)

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(4)

Date Filed:

 

 

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		Shareowner ServicesSM P.O. Box 64945 St. Paul, MN 55164-0945				COMPANY #

						VECTREN CORPORATION   ANNUAL MEETING OF SHAREHOLDERS Wednesday, May 19, 2010 10:00 a.m. (CDT)   One Vectren Sq. 211 N.W. Riverside Dr. Evansville, IN 47708
						For those wishing to vote in person, directions to the Vectren Corporation Annual Meeting are available in the proxy statement which can be viewed at www.ematerials.com/vvc.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 19, 2010.

Notice is hereby given that the Annual Meeting of Shareholders of Vectren Corporation will be held at One Vectren Sq., 211 N.W. Riverside Dr., Evansville, IN 47708 on Wednesday, May 19, 2010 at 10:00 a.m. (CDT).

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The Proxy Statement and Annual Report are available at www.ematerials.com/vvc

If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before May 5, 2010 to facilitate timely delivery.

 

 

 

		Matters intended to be acted upon at the meeting are listed below.
		The Board of Directors recommends that you vote FOR Items 1 and 2:
		1.		Election of Directors
				01		Carl L. Chapman		05		Anton H. George		09		J. Timothy McGinley
				02		James H. DeGraffenreidt, Jr.		06		Martin C. Jischke		10		R. Daniel Sadlier
				03		Niel C. Ellerbrook		07		Robert L. Koch II		11		Michael L. Smith
				04		John D. Engelbrecht		08		William G. Mays		12		Jean L. Wojtowicz
		2.		Ratify the reappointment of Deloitte & Touche LLP as the independent registered public accounting firm for Vectren and its subsidiaries for 2010.
		The Board of Directors recommends that you vote AGAINST Item 3:
		3.		The adoption of, if presented at the meeting, a shareholder proposal on executive compensation by Janice Behnken.

Your Internet vote authorizes the named proxy holders to vote your shares in the same manner as if you marked, signed and returned your proxy card and in their discretion upon such other matters that may properly come before the meeting.

 

 

You may immediately vote your proxy on the Internet at:

www.eproxy.com/vvc

 

•    Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (CDT) on May 18, 2010.
•    Please have this Notice and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions to vote your proxy.

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To request paper copies of the proxy materials, which include the proxy card,

proxy statement and annual report, please contact us via:

 

		Internet – Access the Internet and go to www.ematerials.com/vvc. Follow the instructions to log in, and order copies.
		Telephone – Call us free of charge at 866-697-9377 in the U.S. or Canada, using a touch-tone phone, and follow the instructions to log in and order copies.
		Email – Send us an email at ep@ematerials.com with “vvc Materials Request” in the subject line.
		The email must include:
		•   The 3-digit company # and the 11-digit control # located in the box in the upper right hand corner on the front of this notice.
		•   Your preference to receive printed materials via mail -or- to receive an email with links to the electronic materials.
		•   If you choose email delivery you must include the email address.
		•   If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last 4 digits of your Tax ID number in the email.