Southern Indiana Gas & Electric Co Watch

from U-1/A 1 page Plan of reorganization, merger, acquisition or similar

from U-1 1 page Exhibit B-6 Names and Shareholdings of Stockholders of Lincoln Natural Gas Company, Inc. Holding 1% or More of Its Common Stock Shareholders No. Shares Percent James Orville Martin, Trustee <f1> 2,249 23.9% Theresa L. Martin, Trustee <f2> 2,080 22.1% Robert M. & Susan Arnold <f3> 1,170 12.4% Mildred Samuels 600 6.3% Phyllis Blakeslee 450 4.7% Josephine Bigger 432 4.5% Joe W. & Jean Parsley 400 4.2% Joan E. Martin 400 4.2% Michael & Ellen Martin Sarver 400 4.2% Lawrence & Karen Marie Martin 400 4.2% Robert & Virginia Richard 200 2.1% Anabel Wood 100 1.0% Margaret W. Mason, Trustee 100 1.0% Theresa H. Wiener 100 1.0% James L. Wright and/or Carol Wright 100 1.0% - [Fn] <f1> of the James Orville Martin Trust. <f2> of the Theresa L. Martin Trust. <f3> Tenants in Common

from U-1 1 page <page> Exhibit B-5 [Letterhead of Southern Indiana Gas and Electric Company] December 22, 1993 Mr. James O. Martin, President Lincoln Natural Gas Company, Inc. 317 Main Street Rockport, Indiana 47635 Dear Mr. Martin: This Letter Is to Confirm Previous Verbal Commitments, Should the Parties Successfully Conclude the Merger Transaction Agreed to by Them as Evidenced by Execution This Date of "The Agreement and Plan of Merger" Among Southern Indiana Gas and Electric Company, Spencer Energy Corp., and Lincoln Natural Gas Company, Inc., as Follows: 1. Southern Indiana Gas and Electric Company Has No Plans to Terminate Any of the Present Full-Time Employees of Lincoln Holding the Position of Manager or Below as a Result of the Transaction; and 2. Should Future Changes in Operation, Organizational Structure or Other Causes Result in a Reduction in the Number of Employees Assigned to the Current Lincoln Operations, Southern Indiana Gas and Electric Company Will, Assuming Acceptable Job Performance by the Respective Employees, Provide Employment Opportunities for Such Employees Elsewhere in Its Utility Organization. We Look Forward to a Long and Mutually Rewarding Relationship With the Employees of Lincoln and Will Strive to Complete the Merger Formalities as Expeditiously as Possible. Sincerely, /S/ R.G. Reherman R.G. Reherman

from U-1 ~5 pages Plan of reorganization, merger, acquisition or similar

from U-1 ~5 pages Exhibit B-3 Southern Indiana Gas and Electric Co.

from U-1 ~50 pages Exhibit B-2 Southern Indiana Gas and Electric Co.

from U-1 ~5 pages Exhibit B-1 Southern Indiana Gas and Electric Co.

from U-3A-2 1 page Exhibit B Item No. Caption Heading 1. Total Assets $860,022,770.91 2. Total Operating Revenues 328,521,130.35 3. Net Income 39,653,314.37