0001104659-08-012185 Sample Contracts

DPL INC. PARTICIPATION AGREEMENT
Participation Agreement • February 22nd, 2008 • Dayton Power & Light Co • Electric & other services combined

This PARTICIPATION AGREEMENT (“Agreement”) is entered into this 27th day of March 2007 (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 Scott J. Kelly (“Executive”).

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DPL INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN - PERFORMANCE SHARES AGREEMENT (Granted Under the 2006 Equity and Performance Incentive Plan)
Performance Shares Agreement • February 22nd, 2008 • Dayton Power & Light Co • Electric & other services combined • Ohio

This Amended and Restated Long-Term Incentive Plan - Performance Shares Agreement (this “Agreement”) is made as of , 2008 between DPL Inc., an Ohio corporation (“DPL”), and , an employee of DPL or its Subsidiaries (the “Grantee”).

PARTICIPATION AGREEMENT
Participation Agreement • February 22nd, 2008 • Dayton Power & Light Co • Electric & other services combined

This PARTICIPATION AGREEMENT (“Agreement”) is entered into this 13th day of January 2007 (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 Daniel J. McCabe (“Executive”).

PARTICIPATION AGREEMENT
Participation Agreement • February 22nd, 2008 • Dayton Power & Light Co • Electric & other services combined

This PARTICIPATION AGREEMENT (“Agreement”) is entered into this 2 day of August 2007 (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 Teresa F. Marrinan (“Executive”).

PARTICIPATION AGREEMENT AND WAIVER
Participation Agreement and Waiver • February 22nd, 2008 • Dayton Power & Light Co • Electric & other services combined

This PARTlClPATlON AGREEMENT AND WAIVER (“Agreement”) is entered into this 23rd day of February 2006 (the “Effective Date’) among DPL Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio corporation (“DP&L”), and Miggie E. Cramblit (“Executive”).

DPL INC. PARTICIPATION AGREEMENT AND WAIVER
Participation Agreement and Waiver • February 22nd, 2008 • Dayton Power & Light Co • Electric & other services combined

This PARTICIPATION AGREEMENT AND WAIVER (“Agreement”) is entered into this 27th day of February 2006 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio corporation (“DP&L”), and Gary G. Stephenson (“Executive”).

DPL INC. PARTICIPATION AGREEMENT AND WAIVER
Participation Agreement and Waiver • February 22nd, 2008 • Dayton Power & Light Co • Electric & other services combined

This PARTlClPATlON AGREEMENT AND WAIVER (“Agreement”) is entered into this 24th day of February 2006 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio corporation (“DP&L”), and Joseph R. Boni III (“Executive”).

DPL INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS AGREEMENT (Granted Under the 2006 Equity and Performance Incentive Plan)
Stock Units Agreement • February 22nd, 2008 • Dayton Power & Light Co • Electric & other services combined • Ohio

The Amended and Restated Non-Employee Director Restricted Stock Units Agreement (the “Agreement”), effective as of , 2007, between DPL Inc., an Ohio corporation (“DPL”), and , a non-employee member of the Board of Directors of DPL and The Dayton Power and Light Company (the “Grantee”), which set forth the terms and conditions applicable to Restricted Stock Units granted to the Grantee under the 2006 Equity and Performance Incentive Plan (the “Plan”), is amended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and as so amended is restated in its entirety to provide as follows:

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