0001104659-07-012836 Sample Contracts

DPL INC. LONG-TERM INCENTIVE PLAN — PERFORMANCE SHARES AGREEMENT (Granted Under the 2006 Equity and Performance Incentive Plan)
Performance Shares Agreement • February 22nd, 2007 • Dayton Power & Light Co • Electric & other services combined • Ohio

This Long-Term Incentive Plan — Performance Shares Agreement (this “Agreement”) is made as of February ___, 2007 between DPL Inc., an Ohio corporation (“DPL”) and _________________, an employee of DPL or its Subsidiaries (the “Grantee”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 22nd, 2007 • Dayton Power & Light Co • Electric & other services combined • Ohio

This Asset Purchase Agreement made and entered into this 21st day of December, 2006 (this “Agreement”) by and between Buckeye Power, Inc., an Ohio corporation not-for-profit (“Purchaser”), and DPL Energy, LLC, an Ohio limited liability company (“Seller”).

ASSET PURCHASE AGREEMENT dated November 28, 2006 By and Between DPL Energy, LLC and Columbus Southern Power Company
Asset Purchase Agreement • February 22nd, 2007 • Dayton Power & Light Co • Electric & other services combined • New York

This Asset Purchase Agreement made and entered into this 28th day of November, 2006 (this “Agreement”) by and between Columbus Southern Power Company, an Ohio corporation (“Purchaser”), and DPL Energy, LLC, an Ohio limited liability company (“Seller”).

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