0001104659-06-060168 Sample Contracts

DPL INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 8th, 2006 • DPL Inc • Electric & other services combined • Ohio

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Board”) has authorized the grant evidenced by this Restricted Stock Agreement; and

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DPL INC. PARTICIPATION AGREEMENT
Participation Agreement • September 8th, 2006 • DPL Inc • Electric & other services combined

This PARTICIPATION AGREEMENT (“Agreement”) is entered into this 8th day of September 2006 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio corporation (“DP&L”) (collectively, the “Company”), and Paul M. Barbas (“Executive”).

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