Exhibit
10(w)


 


DPL INC.


PARTICIPATION AGREEMENT AND WAIVER


 


This
PARTICIPATION AGREEMENT AND WAIVER (“Agreement”) is entered into this 6th day of March 2006
(the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The Dayton
Power and Light Company, an Ohio corporation (“DP&L”), and Arthur G. Meyer
(“Executive”).


 


WHEREAS,
DPL has implemented a new executive compensation program (the “Program”),
generally effective as of January 1, 2006;


 


WHEREAS,
the Program provides benefits pursuant to the following plans that have been
approved by the Compensation Committee of the Board of Directors of DPL (the “Committee”)
and adopted by the Board of Directors of DPL (the “Board”): the DPL Inc.
Severance Pay and Change of Control Plan, the DPL Inc. Supplemental Executive
Defined Contribution Retirement Plan, (“EPIP”), the DPL Inc. 2006 Equity and
Performance Incentive Plan, and the DPL Inc. Executive Incentive Compensation
Plan (collectively, the “Plans”);


 


WHEREAS,
Executive’s participation in the Plans requires execution of this Agreement in
order to be eligible to receive benefits under such Program; and


 


WHEREAS,
Executive has entered into Letter Agreements with DPL and DP&L
(collectively, the “Company”), dated November 26, 1997 and December 15,
2000, respectively  (the “Prior
Agreements”);


 


NOW THEREFORE, in consideration of the promises and
agreements contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, and intending to be
legally bound, Executive agrees as follows:


 


1.             Effective
Date.  This Agreement is effective on
the date hereof and will continue in effect as provided herein.


 


2.             Participation
in the Plans.  DPL confirms that
Executive (a) has been designated by the Committee and the Board to
participate in each of the Plans pursuant to the terms thereof, contingent on
his execution of this Agreement and, with respect to the EPIP, its approval by
the shareholders of the Company at their annual meeting on April 26, 2006,
and (b) is eligible to receive additional benefits as such are provided to
other similarly situated employees of the Company from time to time.


 


1

















 


3.             Termination
of Prior Agreements.  Executive, for
himself and his dependents, successors, assigns, heirs, executors and
administrators (and his and their legal representatives of every kind), and the
Company hereby agree that, upon execution of this Agreement, the Prior
Agreements shall terminate and have no further force and effect.


 


4.             Remaining
Rights.  Notwithstanding the terms of
Section 3 of this Agreement, Executive and the Company hereby agree that
nothing in this Agreement negates or diminishes Executive’s rights under any
agreement other than the Prior Agreements, including the rights (a) to
receive medical benefits as described in the letter dated October 28, 1998
from Allen M. Hill to Executive, a copy of which is attached hereto as Exhibit A; (b) to receive
supplemental executive retirement benefits as described in a letter dated April 20,
1999, a copy of which is attached hereto as Exhibit B,
under the DP&L Supplemental Executive Retirement Plan, as amended on December 7,
2004; (c) with respect to any stock incentive units granted under DP&L’s
Management Stock Incentive Plan, as described in and subject to the terms and
conditions contained in the Letter Agreement between the Company and Executive,
dated October 3, 1996, to which Executive agreed and accepted October 14,
1996, a copy of which is attached hereto as Exhibit C,
and as further described in the Letter Agreement between the Company and
Executive, dated April 27, 2001, a copy of which is attached hereto as Exhibit D; and (d) to
purchase from the Company, to the extent not yet purchased, up to a total of
50,000 Common Shares of the Company at an exercise price of $29 5/8 per share
pursuant to the terms of Executive’s Management Stock Option Agreement, dated January 1,
2001, a copy of which is attached hereto as Exhibit E.


 


5.             Perquisite
Allowance.  By executing this
Agreement, Executive shall be entitled to receive a perquisite allowance in the
amount of $20,000 per year (the “Perquisite Allowance”), for each year that (a) Executive
remains designated by the Committee as eligible to receive the Perquisite
Allowance and (b) DPL continues to make the Perquisite Allowance available
to executive-level employees of the Company. 
Executive has been designated by the Committee as eligible to receive
the Perquisite Allowance for 2006.  The
Perquisite Allowance for 2006 shall be paid as soon as practicable after the
Effective Date.  The Perquisite Allowance
for years after 2006 shall be paid to Executive as soon as practicable after
the Committee designates Executive as eligible to receive the Perquisite
Allowance for that year.  The Perquisite
Allowance will not be deemed “compensation,” as that term is defined under any
of the Plans, nor under any other plan, practice, program or policy of the
Company or any of its affiliates, as in effect from time to time.


 


6.             Non-Solicitation.  As a condition to his eligibility to
participate in the Program, Executive hereby agrees that during his employment
and for a period of two years following his termination of employment with the
Company, Executive will not (a) solicit for employment with himself or any firm
or entity with which he is associated, any employee of DPL, its subsidiaries or
affiliates, or otherwise disrupt, impair, damage or


 


2

















 


interfere with DPL’s, its subsidiaries’ or affiliates’ relationships
with their employees or (b) solicit for Executive’s own behalf or on
behalf of any other person(s), any retail customer of DPL, its subsidiaries or
affiliates, that has purchased products or services from the DPL, its
subsidiaries or affiliates, at any time (i) with respect to solicitation
during employment, during the Executive’s employment or (ii) with respect
to solicitation after termination of employment, in the twelve months preceding
the date on which Executive’s employment with DPL, its subsidiaries or
affiliates is terminated or that DPL, its subsidiaries or affiliates are
actively soliciting or have known plans to solicit, for the purpose of
marketing or distributing any product, pricing or service competitive with any
product, pricing or service then offered by DPL, its subsidiaries or affiliates
or which DPL, its subsidiaries or affiliates have known plans to offer.


 


7.             No
Inducement.  Executive agrees and
acknowledges that no representations, promises or inducements have been made by
the Company to induce Executive to enter into this Agreement other than as set
forth herein.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first written above.


 


	
   

  	
  DPL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James V. Mahoney

  
	
   

  	
   

  	
  Name: James V. Mahoney

  
	
   

  	
   

  	
  Title: President and
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE DAYTON POWER AND
  LIGHT

  
	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James V. Mahoney

  
	
   

  	
   

  	
  Name: James V. Mahoney

  
	
   

  	
   

  	
  Title: President and
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Arthur G. Meyer

  
	
   

  	
  Arthur G. Meyer

  



 


3

















 


Exhibit A


 


Meyer
Medical Benefits


 


4

















 


Exhibit B


 


Meyer
SERP Letter Agreement


 


5

















 


Exhibit C


 


Meyer SIU
Letter Agreement, dated October 3, 1996


 


6

















 


Exhibit D


 


Meyer SIU
Letter Agreement, dated April 27, 2001


 


7

















 


Exhibit E


 


Meyer
Management Stock Option Agreement


 


8
















 


October 28,
1998


 


Mr. Arthur
G. Meyer


MacGregor
Park


 


Dear
Art,


 


It
is my pleasure to tell you that effective January 1, 1999, you are
included in DPL’s executive health care plan. 
As well as providing current full medical benefits, this program also
ensures that you will have complete medical benefits during your lifetime.


 


The
enclosed packet provides all the necessary information.  If you have any questions, please call Jeanne
Holihan.


 


I
appreciate your continued contributions to our Company.


 


Best
regards,


 


 


Allen
M. Hill


President
and


Chief
Executive Officer


 
















 





 


WorMug For You Today And Tomorrow


 


Allen M. Hill


 


President and


Chief Executive Officer


(937)259-7205


April 20, 1999


 


Art Meyer


MacGregor Park


 


Dear Art:


 


It gives me great pleasure to let you know that effective today, you
will be part of the Company’s Supplemental Executive Retirement Program (SERP).
Your benefit will include all years of service with the Company.


 


As you know, the SERP program includes all forms of compensation, SIU’s,
base pay and incentive pay. Steve Koziar will be sending you a copy of the plan
and any needed signature documents.


 


Again, congratulations. We look forward to your successes.


 


	
   

  	
  Sincerely,

  
	
   

  	
  

  



 


 


cc: Steve Koziar


 


confidential


The Dayton Power
and Light Company · P.O. Box 8815, Dayton, Ohio 45401


Feb10. 2006 10:02 EST


 
















 





 


STZPHEN
F. KOZ1AR, JR.


Group
Vice President


(513)
259.7214


 


October 3, 1996


 


Mr. Arthur Meyer


3325 Ridgeway Rd.


Dayton, OH 45429


 


Dear Art:


 


In this time of increasing change in the utility industry, we expect to
continue to train, educate and develop you as a valued and key employee so that
we can remain at the forefront of our competition. Your continued efforts on
our behalf are very important to us. On behalf of DPL Inc. and its affiliates
(the “Companies”), I would like to confirm our mutual understandings relating
to your employment.


 


As a key employee, you are eligible to be considered to receive Stock
Incentive Units under DPL’s Management Stock Incentive Plan. Among other
objectives, these awards are intended to give you a long term incentive to
remain with and work for DPL’s benefit. In turn, we would like for you to give
us assurance that you will not act contrary to DPL’s interests in the future.
Accordingly, in consideration of your participation in the Plan, we would like
you to agree to the following:


 


·        During the term of your
employment with the Companies and, if you voluntarily terminate your employment
or if your employment is terminated “for cause,” for a period of two years
after such termination, you will not, without our prior written consent,
engage, participate or be interested, directly or indirectly, in any business: (i) which
is engaged in Ohio, Indiana, Kentucky, Michigan and/or Pennsylvania in
providing (as a public utility or otherwise) gas and/or electric power or
services on a retail and/or wholesale basis or in providing energy marketing,
aggregation and/or procurement services or (ii) which is engaged in any other
business being conducted or proposed to be conducted by any of the Companies.
The term “for cause” means the termination of your employment as a result of
fraud, theft, dishonesty, deliberate misconduct or breach of duty, gross
neglect of the duties reasonably assigned to you, the commission of a felony,
your breach of this agreement or unsatisfactory performance of your duties
because of alcoholism, intoxication or substance abuse.


 


DPL Inc. · P.O.8815 · Dayton, Ohio
45401


 

















 


·        At all times, you (i) will
keep all confidential, nonpublic and/or proprietary information (including, for
example, trade secrets, financial information, customer information and
business and strategic plans) of the Companies (regardless of when you became
aware of such information) in strict confidence and (ii) will not,
directly or indirectly, use or disclose to any person in any manner any of such
information, except to the extent directly related to and required by your
performance of the duties assigned to you by the Companies. You will take all
appropriate steps to safeguard such information and to protect it against
unauthorized disclosure, misuse, loss or theft. Upon termination of your
employment, you will promptly return to the Companies, without retaining any
copies, all written or computer readable material containing any of such
information, as well as all other property and records of the Companies, in
your possession or control.


 


·        If you breach either of the
above, all unvested Stock Incentive Units awarded to you under the MSIP will be
immediately forfeited.


 


You acknowledge that this agreement is not intended, and should not be
construed, to grant you any right to continued employment or to interfere in any
manner with either your right or the right of the Companies to terminate your
employment at any time, with or without cause.


 


If you agree with the above, I would appreciate if you would sign the
enclosed copy of this letter and return the same to us.


 


	
   

  	
   

  	
  Very truly yours, 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DPL Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen F. Koziar, Jr.

  
	
   

  	
   

  	
   

  	
  Stephen F. Koziar, Jr. 

  
	
   

  	
   

  	
   

  	
  Group Vice President

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
   

  
	
  Oct 14,
  1996

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Enclosure

  	
   

  	
   

  



 
















 





 


Allen
M. Hill


 


President
and


Chief
Executive Officer


(937)
259-7205


 


April 27, 2001


 


Arthur
G. Meyer


DPL
Inc.


 


Dear
Art:


 


Congratulations!
The Management SIU program which you participated in ended December 31,
2000. Your total awards, with accrued dividends, is 27,676 SIU’s.


 


In
accordance with the program, SIU’s which have vested will be paid, in cash, in
the year in which they vest. Payments will occur on July 15 of each payout
year and will be based on the average of the last closing price of the previous
three months. Attached is your vesting schedule
indicating the timing and amounts of your vested SIU’s.


 


All
program requirements and criteria, including your continuance as an employee,
remain effective.


 


Again,
congratulations!


 


	
   

  	
  Sincerely,

  
	
   

  	
  

  



 


DPL
Inc. · P.O. Box
8815 · Dayton, Ohio 45401


 

















 


 


THE DAYTON POWER & LIGHT COMPANY

Management SIU Program

Vesting Schedule


 


Meyer,
Arthur G.


 


	
  Award

  	
   

  	
  Vested
  Awards

  	
   

  	
   

  	
   

  
	
  Year

  	
   

  	
  SIU

  	
   

  	
  2001

  	
   

  	
  2002

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  Total

  	
   

  
	
  1995

  	
   

  	
  2,135

  	
   

  	
  426

  	
   

  	
  426

  	
   

  	
  426

  	
   

  	
  426

  	
   

  	
  431

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,135

  	
   

  
	
  1996

  	
   

  	
  2,400

  	
   

  	
   

  	
   

  	
  480

  	
   

  	
  480

  	
   

  	
  480

  	
   

  	
  480

  	
   

  	
  480

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,400

  	
   

  
	
  1997

  	
   

  	
  5,250

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,050

  	
   

  	
  1,050

  	
   

  	
  1,050

  	
   

  	
  1,050

  	
   

  	
  1,050

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,250

  	
   

  
	
  1998

  	
   

  	
  5,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,000

  	
   

  
	
  1999

  	
   

  	
  5,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
   

  	
   

  	
  5,000

  	
   

  
	
  2000

  	
   

  	
  5,250

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,050

  	
   

  	
  1,050

  	
   

  	
  1,050

  	
   

  	
  1,050

  	
   

  	
  1,050

  	
   

  	
  5,250

  	
   

  
	
  Dividends

  	
   

  	
  2,641

  	
   

  	
  45

  	
   

  	
  96

  	
   

  	
  207

  	
   

  	
  312

  	
   

  	
  418

  	
   

  	
  484

  	
   

  	
  432

  	
   

  	
  321

  	
   

  	
  216

  	
   

  	
  110

  	
   

  	
  2,641

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  27,675

  	
   

  	
  471

  	
   

  	
  1,002

  	
   

  	
  2,163

  	
   

  	
  3,268

  	
   

  	
  4,379

  	
   

  	
  5,064

  	
   

  	
  4,532

  	
   

  	
  3,371

  	
   

  	
  2,266

  	
   

  	
  1,160

  	
   

  	
  27,676

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  13,934.00

  	
   

  	
  $

  	
  26,363.00

  	
   

  	
  $

  	
  33,260.00

  	
   

  	
  $

  	
  64,401.00

  	
   

  	
  $

  	
  114,133.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  252,091.00

  	
   

  
																																					



 
















 


DPL INC.


STOCK OPTION PLAN


 


Management Stock Option Agreement


 


This Agreement is made as of January 1, 2001 (the “Grant Date”),
by and between DPL Inc., an Ohio corporation (the “Company”) and Arthur Meyer
(the “Participant”).


 


WHEREAS,
the Committee, pursuant to the Company’s Stock Option Plan (the “Plan”), has
made an award to the Participant and authorized and directed the execution and
delivery of this Agreement;


 


NOW, THEREFORE, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the
Participant hereby agree as follows:


 


1.                                      Award.  The
Participant is hereby granted a stock option (an “Option”) to purchase from the
Company up to a total of 50,000 Common Shares of the Company at $29 5/8 per share
(the “Exercise Price”).  The term of such
Option shall be ten years, commencing on the Grant Date (the “Term”).  This Option is not intended to qualify as an
incentive stock option under Code Section 422.


 


2.                                      Vesting and Exercise. The Option may be exercised
only in accordance with the Plan, as supplemented by this Agreement, and not
otherwise.


 


a.                                      Vesting. During its Term and prior to its earlier
termination in accordance with Section 3 of this Agreement, and subject to
Section 4 of this Agreement, the Option shall vest in accordance with the
following schedule:


 


	
  Cumulative
  Percent

  	
   

  	
   

  
	
  of Option

  	
   

  	
  Vested as of December 31

  
	
  20

  	
  %

  	
  2001

  
	
  40

  	
  %

  	
  2002

  
	
  60

  	
  %

  	
  2003

  
	
  80

  	
  %

  	
  2004

  
	
  100

  	
  %

  	
  2005

  



 


b.                                     Exercise. The vested portion of the Option shall become
exercisable on January 1, 2006. The Option may be exercised for less than
the full number of Shares for which the Option is then exercisable. To the
extent then exercisable, the Option may be exercised by the Participant by
giving written notice of exercise to the Company in such form as may be
provided by the Committee,


 

















 


specifying
the number of Shares with respect to which the Option is to be exercised and
such other information as the Committee may require. Such exercise shall be
effective upon receipt by the Company of such written notice together with the
required payment of the Exercise Price and any applicable withholding taxes.


 


c.                                      Payment of Exercise Price.  Payment of the Exercise Price may be made by
cash, check (subject to collection) or, provided that the Shares have been
owned by the Participant for at least six months prior to such payment, by the
delivery (or attestation of ownership) of Shares having a Fair Market Value equal
to the aggregate Exercise Price and any applicable withholding taxes.  Alternatively, the Participant may make such
payment by authorizing the simultaneous sale of Shares (or a sufficient portion
thereof) acquired upon exercise through a brokerage or similar arrangement
approved in advance by the Committee. 
Subject to the foregoing and except as otherwise provided by the
Committee before the Option is exercised, the Company will deliver to the
Participant, within a reasonable period of time thereafter, a certificate or
certificates representing the Shares so acquired, registered in the name of the
Participant or in accordance with other delivery instructions provided by the
Participant and acceptable to the Committee.


 


3.                                      Termination. Except as otherwise provided in this Section 3,
the Option shall terminate upon the expiration of its Term.


 


a.                                      If the Participant’s
employment or other service terminates for Cause, the Option, whether or not
vested, shall be forfeited.


 


b.                                     If the
Participant’s employment or other service terminates for any reason other than
for Cause, the Participant shall be entitled to the then vested portion of the
Option and the unvested portion shall be forfeited.


 


c.                                      In no event may
the Option be exercised beyond its Term.


 


4.                                      Change of Control. Notwithstanding the provisions of Sections 2(a) and
2(b) hereof, in the event of a Change of Control, the Option shall
immediately vest and become exercisable in its entirety, provided that the
Participant’s employment or other service has not terminated prior to the date
of such Change of Control.


 


5.                                      Withholding. The Company shall withhold all applicable taxes
required by law from all amounts paid in respect of the Option. A Participant
may satisfy the withholding obligation (i) by paying the amount of any
such taxes in cash or check (subject to collection), (ii) by the delivery
(or attestation of ownership) of


 

















 


Shares
or (iii) with the approval of the Committee, by having Shares deducted
from the payment. Alternatively, the Participant may satisfy such obligation by
authorizing the simultaneous sale of Shares (or a sufficient portion thereof)
acquired upon exercise through a brokerage or similar arrangement approved in
advance by the Committee. The amount of the withholding and, if applicable, the
number of Shares to be delivered or deducted, as the case may be, shall be
determined by the Committee as of when the withholding is required to be made,
provided that the number of Shares so delivered or withheld shall not exceed
the minimum required amount of such withholding.


 


6.                                      Non-Assignability. Except as otherwise provided in this Section,
the Option is not assignable or transferable other than by will or by the laws
of descent and distribution and, during the Participant’s life, may be exercised
only by the Participant. The Participant, with the approval of the Committee,
which approval may be withheld in its sole discretion, may transfer the Option
for no consideration to or for the benefit of any member or members of the
Participant’s Immediate Family (including, without limitation, to a trust for
the benefit of any member or members of the Participant’s Immediate Family or
to a partnership or limited liability company for one or more members of the
Participant’s Immediate Family) subject to such limits as the Committee may
establish, and the transferee shall remain subject to all the terms and
conditions applicable to the Option prior to such transfer. The foregoing right
to transfer the Option shall apply to the right to consent to amendments to
this Agreement and, in the discretion of the Committee, shall also apply to the
right to transfer ancillary rights associated with the Option.


 


7.                                      Rights as a Shareholder. A Participant shall have no
rights as a shareholder with respect to any Shares subject to this award until
the date the Participant becomes the holder of record of the Shares.


 


8.                                      No Right to Continued Service. Nothing herein shall
obligate the Company or any Subsidiary to continue the Participant’s employment
or other service for any particular period or on any particular basis of
compensation.


 


9.                                      Burden and Benefit. The terms and provisions of
this Agreement shall be binding upon, and shall inure to the benefit of, the
Participant and his or her executors or administrators, heirs, and personal and
legal representatives.


 


10.                                Execution. This Option is
not enforceable until this Agreement has been signed by the Participant and the
Company.  By executing this Agreement,
the Participant shall be deemed to have accepted and consented to any action
taken or to be taken under the Plan by the Committee, the Board of Directors or
their delegates.


 

















 


11.                                Governing
Law.  This Agreement shall be
construed and enforced in accordance with the laws of the State of Ohio,
without regard to the conflict of laws principles thereof.


 


12.                                Modifications.  Except for alterations and amendments
permitted under the Plan without the consent of the Participant, no change or
modification of this Agreement shall be valid unless it is in writing and
signed by the parties hereto.


 


13.                                Entire
Agreement.  This
Agreement, together with the Plan, sets forth all of the promises, agreements,
conditions, understandings, warranties and representations between the parties
hereto with respect to the Option, and there are no promises, agreements,
conditions, understandings, warranties or representations, oral or written,
express or implied, between them with respect to the Option other than as set
forth herein or therein. The terms and conditions of the Plan, a copy of which
has been furnished to the Participant, are incorporated by reference herein,
and to the extent that any conflict may exist between any term or provision of
this Agreement and any term or provision of the Plan, the term or provision of
the Plan shall control.


 


14.                                Additional
Definitions.  Any
capitalized term to the extent not defined below or elsewhere in this Agreement
shall have the same meaning as set forth in the Plan.


 


a.                                      “Cause” means (i) the commission of a felony, (ii) embezzlement,
(iii) the illegal use of drugs or (iv) if no Change of Control has
occurred other than the entering into of an agreement referred to in items (ii) or
(iii) of the definition of Change of Control, the failure by the
Participant to substantially perform his duties with the Company or any
Subsidiary (other than any such failure resulting from his Disability) as
determined by the Committee.


 


b.                                     “Immediate Family” means the Participant’s spouse, parents,
parents-in-law, children, stepchildren, adoptive relationships, sisters, brothers
and grandchildren (and, for this purpose, shall also include the Participant).


 


15.                                Construction.  The use of any gender herein shall be deemed
to include the other gender and the use of the singular herein shall be deemed
to include the plural and vice versa, wherever appropriate.


 

















 


16.                                Notices. Any and all
notices required herein shall be addressed: (i) if to the Company, to the
principal executive offices of the Company; and (ii) if to the
Participant, to his or her address as reflected in the records of the Company.


 


17.                                Invalid or
Unenforceable Provisions.  The
invalidity or unenforceability of any particular provision of this Agreement
shall not affect the other provisions hereof, and this Agreement shall be
construed in all respects as if the invalid or unenforceable provisions were
omitted.


 


IN
WITNESS WHEREOF, the Company and the Participant have executed this Agreement
as of the date first above written.


 


 


	
   

  	
  DPL
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  President &
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Arthur
  Meyer