Exhibit
10(f)


 


THE DAYTON POWER AND LIGHT COMPANY


 


SUPPLMENTAL EXECUTIVE RETIREMENT PLAN


 


(As Amended Through February 1, 2000)


 


Section 1.              Establishment
of the Plan


 


1.1          Establishment of the Plan.  The Dayton Power and Light Company
established, effective as of January 1, 1977, a supplemental retirement
plan for Eligible Executives of the Company which plan shall be known as the
Supplemental Executive Retirement Plan (the “Plan”).


 


1.2          Description of the Plan.  This Plan has been established in order to provide
supplemental retirement benefits (and as such the Plan is exempt from the
participation, vesting, funding and fiduciary requirements of Title I of the
Employee Retirement Income Security Act of 1974, as amended), and to prevent
frustration of the purposes of the Plan in the event of a Change of Control as
defined herein.


 


1.3          Purpose of the Plan.  In addition to the
description of the Plan as set forth in subsection 1.2 above, the primary
objectives of the Company in establishing this Plan are as follows:


 


a)             To enhance the ability of
the Company to recruit executives who could not earn adequate benefits under
the Qualified Plan because of short service potential.


 


b)            To enhance the ability to
retain and motivate Eligible Executives in similar situations and eliminate
individual deferred compensation arrangements for the purpose of providing
competitive retirement benefits.


 


c)             To permit earlier than
normal retirement of Eligible Executives when and if desirable. The provisions
of this Plan are applicable to Eligible Executives of the Company who retire or
terminate employment on or after January 1, 1977 and are approved by the
Committee. Any person who retired from or terminated employment with the
Company prior to January 1, 1977 shall not be eligible for any benefits
under this Plan.


 


Section 2.              Definitions


 


2.1          Definition.  Whenever used in the Plan the following terms
shall have the respective meanings set forth below:


 


a)             “Board of Directors” means the
Board of Directors of DPL Inc. in place from time to time prior to a Change of
Control.


 


1

















 


b)            “CEO” means the
Chief Executive Officer of DPL, duly installed, from time to time, prior to a
Change of Control. However, “Committee” will be substituted for “CEO” in
discussing the CEO’s rights and benefits in the Plan.


 


c)             “Change
of Control” means any change in control of DPL, or its
principal subsidiary, DP&L, of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) as determined by the Board of Directors in its sole discretion;
provided that, without limitation, such a Change of Control shall be deemed to
have occurred if (i) any “person” (as such term is defined in Sections 13(d) and
14(d)(2) of the Exchange Act; hereafter, a “Person”) other than DPL or
DP&L or an entity then directly or indirectly controlling, controlled by or
under common control with DPL or DP&L is on the date hereof or becomes or
commences a tender offer to become the beneficial owner, directly or
indirectly, of securities of DPL or DP&L representing (A) 15% or more
of the combined voting power of the then outstanding securities of DPL or
DP&L if the acquisition of such beneficial ownership or such tender offer
is not approved by the Board of Directors prior to the acquisition or the
commencement of such tender offer or (B) 50% or more of such combined
voting power in all other cases; (ii) DPL or DP&L enters into an
agreement to merge or consolidate itself, or an agreement to consummate a
“combination” or “majority share acquisition” in which it is the “acquiring
corporation” (as such terms are defined in Ohio Rev. Code 1701.01 as in effect
on December 31, 1990) and in which shareholders of DPL or DP&L, as the
case may be, immediately prior to entering into such agreement, will
beneficially own immediately after the effective time of the merger,
consolidation, combination or majority share acquisition, securities of DPL or
DP&L or any surviving or new corporation, as the case may be, having less
than 50% of the “voting power” of DPL or DP&L or any surviving or new
corporation, as the case may be, including “voting power” exercisable on a
contingent or deferred basis as well as immediately exercisable “voting power”,
excluding any merger of DPL into DP&L or of DP&L into DPL; (iii) DPL
or DP&L enters into an agreement to sell, lease, exchange or otherwise
transfer or dispose of all or substantially all of its assets to any Person
other than to a wholly-owned subsidiary or, in the case of DP&L, to DPL;
but not including (A) a mortgage or pledge of assets granted in connection
with a financing or (B) a spin-off or sale of assets if DPL continues in
existence and its common shares are listed on a national securities exchange,
quoted on the automated quotation system of a national securities association
or traded in the over-the-counter market; (iv) any transaction referred to
in (ii) or (iii) above is consummated; or (v) those persons
serving as directors of DPL or DP&L on February 1, 2000 (the “Original
Directors”) and/or their Successors do not constitute a majority of the whole
Board of Directors of DPL or DP&L, as the case may be (the term
“Successors” shall mean those directors whose election or nomination for
election by shareholders has been approved by the vote of at least two-thirds
of the Original Directors and previously qualified Successors serving as
directors of DPL or DP&L, as the case may be, at the time of such election
or nomination for election).


 


d)            “Committee” means the
Compensation and Management Review Committee of the Board of Directors of DPL
Inc. or such other committee(s) as may be designated by the Board of
Directors of DPL Inc. from time to time to administer the Plan.


 


2

















 


e)             “Company” means The
Dayton Power and Light Company (“DP&L”), DPL Inc. (also referred to as
“DPL”), and any entity which, prior to a Change of Control is controlling, controlled
by or under common control with DP&L or DPL Inc.


 


f)             “Effective Date” means January 1,
1977.


 


g)            “Eligible Executive” means each
employee who is a participant in “Retirement Income Plan Two of The Dayton
Power and Light Company,” as in effect from time to time, including any
successor plan thereto (the “Qualified Plan”) (i) who has been approved
for participation in the Plan from time to time by the CEO and the Committee or
(ii) who participates in the Company’s Key Employees Deferred Compensation
Plan but who has been selected by the CEO or the Committee to be only entitled
to the benefit provided in Section 4.5 hereof. As memorialized in separate
letter agreements, the participation by certain employees in the Plan was
terminated effective as of January 1, 2000 and the present value, as
determined by the Committee, of each such employee’s accrued benefits under the
Plan was credited to the Standard Deferral Account of such employee under the
Company’s Key Employees Deferred Compensation Plan. These employees are no
longer “Eligible Participants.”


 


h)            “Final
Average Compensation” means the monthly average of any Eligible
Executive’s total earnings paid for services performed for the Company, without
the restrictions or limitations imposed by Sections 415, 401(a)(17), or any
other provision of the Internal Revenue Code of 1986, as amended, including,
without limitation, any extraordinary forms of earnings such as bonuses,
deferred and incentive compensation in the year earned (provided, however, that
in the case of a multiple year incentive compensation program the earnings
attributable to the incentive period, once determined, shall be allocated
equally to each year in the incentive period) and employee deferrals under the
Company’s “Savings Plan” or contributions to the Company’s other benefit plans
in the year the deferral or contribution is made, as follows:


 


1)             For a normal retirement
under subsection 4.1, for the three calendar years, whether or not consecutive,
out of the last ten completed consecutive calendar years during which the
Eligible Executive received compensation (or fewer if the Eligible Executive
has not completed ten calendar years) prior to the year in which the first of
the following occurs (i) his Normal Retirement Date (under the Qualified
Plan); or (ii) his cessation of employment with the Company; or (iii) his
65th birthday; which yield the highest average; or


 


2)             For an early retirement
under subsection 4.2 hereof, for the three calendar years, whether or not
consecutive, out of the last ten consecutive completed calendar years during
which the Eligible Executive received compensation (or fewer if the Eligible
Executive has not completed ten calendar years) prior to the year in which the
first of the following occurs (i) his Early Retirement Date (under the
Qualified Plan) or (ii) his cessation of employment with the Company;
which yield the highest average.


 


i)              “Primary Social Security
Benefit” means the monthly amount as determined by the
Committee (in consultation with an actuary selected by the Committee) which an
Eligible Executive would receive at the earliest possible retirement age upon
timely and proper 


 


3

















 


application to the Social
Security Administration and on the assumption that such executive would not
engage in disqualifying employment under the Federal Social Security Act as in
effect on the date of determination. Any nonlegislative change in a method,
factor or index (such as a Consumer Price Index) used to compute Social
Security benefits occurring during the year of determination will not be taken
into account. If a Participant’s Primary Social Security Benefit must be
estimated, it will be based on the assumptions that (a) the Social
Security Act will not be amended after the date of determination; and (b) the
Eligible Executive’s compensation is his Final Average Compensation.


 


j)              “Other Benefit” means, for
each Eligible Executive, the estimated monthly benefit that can be provided as
a life annuity beginning at the date his benefit payments under this Plan
commence, based upon the amount of monthly retirement benefits under the
Qualified Plan, or under any other qualified pension or retirement plan whether
or not sponsored by the Company (“Non-Company Plan”), and inclusive of the
estimated monthly benefit that would have been provided under any Non-Company
Plan had the Eligible Executive not received any prior lump sum payments from
such plan, which is based on service for which the Eligible Executive receives
Service and Benefit Service credit hereunder, but excluding any Non-Company
Plan savings plan similar to the Savings Plan, or the benefit from any
Non-Company Plan to the extent attributable to employee contributions. The
Committee shall determine such Other Benefit in consultation with an actuary
selected by the Committee, using such accepted actuarial tables and reasonable
interest assumptions and actuarial reduction factors, if appropriate, as the
Committee shall determine. The adjustment for Other Benefit as described in
subsections 4.1(b)(2) and 4.3(b)(2) hereof, shall be made not only in
the case of one actually receiving an Other Benefit, but also in the case of
one who would be entitled to receive an Other Benefit but is not actually
receiving it in that he does not make application therefor.


 


k)             “Service” and “Benefit Service” means an
Eligible Executive’s period of service with the Company, as determined by the
Committee, using the rules set forth in the Qualified Plan as in effect
when the Eligible Executive’s service terminated, it is specifically intended
under this Plan to include as Service and Benefit Service any period of
employment with the Company prior to the Eligible Executive’s coverage under
this Plan and also such period of employment as an employee of the Company
prior to becoming an Eligible Executive. The Committee may, in its sole
discretion, approve the inclusion as Service and Benefit Service of any period
of employment with another company prior to an Eligible Executive’s period of
employment by the Company, using the same rules to credit such service as
are used for the crediting of service for employment with the Company.


 


Section 3.              Eligibility
and Participation


 


3.1          Eligibility.  Any employee of the Company
who is an Eligible Executive (as defined herein) shall be eligible to
participate in the Plan.


 


3.2          Participation.  An Eligible Executive who is
eligible for this Plan under subsection 3.1 above shall remain covered
hereunder until the first to occur of (a) or (b) below:


 


4

















 


a)             the date the Committee shall
determine that his participation shall cease, provided that such determination
is made prior to the Eligible Executive’s retirement or


 


b)            the later of (i) or (ii) below:


 


(i)            the date upon which his
Service terminates for any reason.


 


(ii)           the date upon which he is no
longer entitled to receive any benefits hereunder.


 


Provided,
however, that under (b) above if an Eligible Executive’s service
terminates on or after he becomes eligible to receive (then or thereafter) a
benefit under this Plan he shall be entitled to such benefit as provided
herein, and if an Eligible Executive’s Service terminates before he becomes
eligible to receive (then or thereafter) a benefit under this Plan, he thereupon
shall cease participation in the Plan unless and until he thereafter becomes
eligible to participate again in accordance with subsections 2.1(g) and
3.1 hereof.


 


Section 4.              Benefits


 


4.1          Normal
Retirement Benefits


 


a)             Eligibility.  An Eligible Executive shall be eligible to
receive a normal retirement benefit under the Plan, in accordance with and
subject to the provisions of the Plan, upon termination of his Service which
occurs on or after his 62nd birthday.


 


b)            Amount.  A retired Eligible Executive
who is eligible to receive a normal retirement benefit pursuant to (a) above,
shall be entitled to a monthly normal retirement benefit equal to the amount
determined in 1) below less the amount determined in 2) and 3) below:


 


1)                      An amount equal to (i) multiplied by (ii) below:


 


(i)            The sum of (A) and (B) below
minus the amount in (C) below:


 


A)                                  87% of his
first $800 of Final Average Compensation;


 


B)                                    57% of his
Final Average Compensation in excess of $800;


 


C)                                    the amount of
his Primary Social Security Benefit.


 


(ii)           a fraction, the
numerator of which is his total months of Benefit Service (not to exceed 240),
and the denominator of which is 240.


 


2)                      His Other Benefit.


 


3)                      The value of any benefit previously received under
this Plan.


 


5

















 


c)             Commencement and Duration.  Except as provided in subsection 4.7, monthly
normal retirement benefit payments for an Eligible Executive covered by
subsection 4.1(a) above shall begin as of the first day of the calendar month
next following the date such Eligible Executive’s Service terminates, and shall
be paid as a single life annuity for the Eligible Executive.


 


4.2          Early Retirement Benefits.


 


a)             Eligibility.  An Eligible Executive shall
be eligible to receive an early retirement benefit under the Plan, in
accordance with and subject to the provisions of the Plan, upon termination of
his Service prior to his 62nd birthday but after he has
completed at least 10 years of Service.


 


b)            Amount.  A retired Eligible Executive who is eligible
to receive an early retirement pursuant to subsection 4.2(a) above shall
be entitled to receive a monthly early retirement benefit computed in the same
manner as a normal retirement benefit under subsection 4.1(b) hereof,
based upon his Final Average Compensation as determined under subsection 2.1(h)(2) hereof,
and his Benefit Service as of the date his Service terminates, reduced by 1/4
of 1% for each calendar month by which his first benefit payment precedes the
first of the month next following his 62nd birthday;
provided, however, that such reduction shall in no event exceed twenty-one
percent (21 %) in the aggregate.


 


c)             Commencement and Duration.  Except as provided in subsection 4.7, monthly
early retirement benefit payments for an Eligible Executive covered by
subsection 4.2(a) above shall begin as of the first day of the calendar
month next following the date such Eligible Executive’s Service terminates;
provided however, that payments shall not commence earlier than the calendar
month coincident with or next succeeding the Eligible Executive’s 55th birthday. By election filed by the Eligible
Executive prior to the time of his termination, benefit payments hereunder may
be delayed until the first of any calendar month before the Eligible
Executive’s 65th birthday. In all cases, payments hereunder
shall be paid as a single life annuity for the Eligible Executive.


 


4.3          [Intentionally
left blank.]


 


4.4          Surviving
Spouse/Estate Benefit


 


a)             Pre-Retirement Spousal Benefit.  If an Eligible Executive dies before
commencement of monthly retirement benefit payments under this Plan, and leaves
a surviving spouse (“Spouse”), then such Eligible Executive’s Spouse shall be
entitled to receive a monthly benefit under the Plan. The monthly benefit shall
commence on a date beginning within thirty (30) days after the death of the
Eligible Executive, and shall be equal to the monthly benefit amount to which
the Eligible Executive would have been entitled under subsection 4.1, 4.2 or
4.5 hereunder had he terminated employment on the date of his death and began
to collect payments immediately, with an appropriate discount to present value
in the event that the Eligible Executive had not yet reached his 55th birthday, which benefit shall continue for
that number of months that is equivalent to the Eligible Executive’s remaining
actuarial life expectancy 


 


6

















 


determined
as of the date monthly benefits under the Plan began, as determined by the
Committee in consultation with an actuary selected by it.


 


b)            Post-Retirement Benefit.  If an Eligible Executive dies after the
commencement of monthly retirement benefit payments under this Plan, then such
Eligible Executive’s Spouse, or designated beneficiary if there is no such
Spouse, or estate if there is no designated beneficiary shall be entitled to
receive a monthly benefit under this Plan equal to the monthly benefit received
by the Eligible Executive, which benefit shall continue for that number of
months that is equivalent to the Eligible Executive’s remaining actuarial life
expectancy determined as of the date monthly benefits under the Plan began, as
determined by the Committee in consultation with an actuary selected by it.


 


4.5          Benefit
for Persons Participating Only in The Dayton Power and Light Company Key
Employee Deferred Compensation Plan.  Notwithstanding any other provision in this
Plan to the contrary, an employee who participates in The Dayton Power and
Light Company Key Employee Deferred Compensation Plan and who is not an
Eligible Executive pursuant to Section 2.1(g)(i) hereof, will receive
a benefit under this Plan equal (and limited) to:


 


a)                                      The benefit he
would have received under the Qualified Plan if he had not deferred
compensation under The Dayton Power and Light Company Key Employee Deferred
Compensation Plan; less


 


b)                                     The benefit
actually paid under the Qualified Plan; less


 


c)                                      The value of
any benefit previously received under this Plan.


 


The
benefit under this section will be paid in the manner provided in Section 4.1(c),
4.2(c), 4.4 or 4.6, as appropriate, depending on the circumstances affecting
the employee’s termination.


 


4.6          Lump
Sum Amount.


 


a)             Request For Conversion of Benefit
to Lump Sum Amount.  An Eligible Executive may submit a written
request to the Committee within sixty (60) days prior to or after termination
of Service requesting that all of the Eligible Executive’s benefits payable
pursuant to Section 4.1, 4.2, or 4.5 of the Plan be converted into a Lump
Sum Amount (as defined in subsection 4 and that such Lump Sum Amount be paid
either in a single lump sum payment or in annual installments over a period of
up to 20 years, together with earnings on the unpaid balance determined in
accordance with this subsection 4.6(a). The lump sum payment, or the first
installment payment, as the case may be, shall, if approved as provided in
subsection 4.6(b), be made, unless otherwise determined by the Committee in its
discretion, on or prior to the January 31 immediately after approval of
the request (but, subject to subsections 4.6(e) and 4.7, no earlier than
age 55), with subsequent annual installments, if payments are to be made in
annual installments, to be paid on or prior to each January 31 thereafter
until the “Unpaid Amount” has been paid in full.


 


7

















 


If
an Eligible Executive’s benefits under the Plan have been converted into a Lump
Sum Amount in accordance with this Section 4.6 and such Eligible Executive
(an “Electing Executive”) has requested that such Lump Sum Amount be paid in
annual installments, then, for purposes of measuring the amounts which may be
distributed under the Plan, the “Unpaid Amount” of such Electing Executive
shall be deemed invested in such “Eligible Investment Options” as such Electing
Executive may designate from time to time as provided herein. For purposes of
the Plan, the term “Unpaid Amount” means, at any time with respect to any
Electing Executive, such Electing Executive’s Lump Sum Amount (together with
any dividends, interest, distributions or other amounts credited thereto
pursuant to this subsection 4.6(a)) less the aggregate amount of all
installment payments theretofore made to such Electing Executive and the term
“Eligible Investment Options” means those securities, mutual funds or other
investment vehicles set forth on Schedule I hereto, as such Schedule I may be
modified from time to time by the Committee upon at least 30 days’ prior notice
to the Electing Executives.


 


Each
Electing Executive shall have the option, ,by delivering to the Secretary of
Company a completed Investment Option Election Form in the form attached
hereto as Exhibit D (or such other form as the Committee may designate
from time to time) on or prior to each such date as the Committee may specify
from time to time for such purpose or, in the case of the first election, on or
prior to the conversion of such Electing Executive’s benefits under the Plan
into a Lump Sum Amount (each of the foregoing dates, an “Election Date”), to
designate or change, in a percentage equal to at least 10%, the portions of his
Unpaid Amount which shall be deemed invested in each Eligible Investment Option
as of each Election Date. Any such designation by an Electing Executive shall
remain in effect until changed in accordance with the preceding sentence. Any
increase in the percentage of an Electing Executive’s Unpaid Amount deemed
invested in an Eligible Investment Option effected on any Election Date shall
be deemed to be a purchase of such Eligible Investment Option and any decrease
in the percentage of an Electing Executive’s Unpaid Amount deemed invested in
an Eligible Investment Option effected on any Election Date shall be deemed to
be a sale of such Eligible Investment Option, and any such purchase or sale shall
be deemed to have occurred as of the last business day immediately prior to
such Election Date at the closing price of such Eligible Investment Option on
such date. In the absence of any such designation by an Electing Executive with
respect to all or any portion of his Unpaid Amount, such Unpaid Amount (or such
portion) shall be credited with interest on the first day of each month in an
amount equal to one-twelfth of the simple average yield of the annualized AA
utility bond averages as published monthly in Moody’s Bond Survey for the
preceding quarter. All dividends, interest, distributions and other amounts
paid or distributed from time to time with respect to any Eligible Investment
Option in which all or any portion of an Electing Executive’s Unpaid Amount is
deemed invested shall be credited to such Electing Executive’s Unpaid Amount
and shall be deemed reinvested in such Eligible Investment Option.


 


The
Company shall not be required to purchase, hold or dispose of any Eligible
Investment Options designated by Electing Executives. To the extent that the
Company does, in its discretion, purchase or hold any of the Eligible
Investment Options designated by Electing Executives, the same shall remain the
sole property of the Company, subject to the claims of its general creditors,
and no Electing Executive shall have a property interest therein or claim
thereto.


 


8

















 


For
purposes of any distribution with respect to an Electing Executive’s Unpaid
Amount pursuant to this subsection 4.6(a), the amount of such Electing
Executive’s Unpaid Amount on any date shall be equal to the value (determined
on the basis of the closing prices on the last business day immediately
preceding such date) of all Eligible Investment Options in which such Electing
Executive’s Unpaid Amount is deemed to be invested on such date and, in the
case of a partial distribution of such Electing Executive’s Unpaid Amount, the
amount of such distribution shall proportionately reduce the amount which is
deemed invested in each Eligible Investment Option.


 


b)            Conditions to Conversion of
Benefit to Lump Sum Amount.  The Committee, in its sole discretion, may
approve or deny an Eligible Executive’s request made pursuant to subsection 4.6(a) for
conversion of the Eligible Executive’s benefit into a Lump Sum Amount, and
payment thereof as a lump sum, or as a series of installment payments based
thereon, as described in subsection 4.6(a). In addition, the Committee shall,
subject to subsections 4.6(d), (e) and (f) hereof in all cases in
which a lump sum payment or a series of installment payments based thereon is
approved, require that the Eligible Executive enter into a noncompetition
agreement with the Company in substantially the form attached hereto as Exhibit A,
with the Committee to determine, in its sole discretion, the geographic
location of such non-competition agreement. The term of the non-competition
agreement shall be for such period from the date of termination as the
Committee may, in its sole discretion, determine, if the Lump Sum Amount is
paid as a lump sum payment, or for a period equivalent to the period over which
installment payments are made if the Lump Sum Amount is paid in installment
payments.


 


c)             Computation
of Lump Sum Amount.  The conversion of the
Eligible Executive’s benefit into a Lump Sum Amount as described in Section 4.6(a) or
in Section 4.8 shall be equal to the present value of the amount of
monthly benefit the Eligible Executive would be entitled to receive under
Sections 4.1, 4.2, or 4.5, as the case may be, determined as of the date of
distribution, converted into a lump sum (such lump sum is referred to herein as
the “Lump Sum Amount”). The Committee shall determine such conversion using the
interest and mortality assumptions contained in Exhibit B hereto.


 


d)            Death of
Executive.  Notwithstanding
subsection 4.6(b), if an Eligible Executive dies after requesting a lump sum
payment or series of fixed installment payments but prior to receiving approval
of such payment from the Committee, the lump sum payment or installment
payments may be approved notwithstanding the absence of a noncompetition
agreement and determined under subsection 4.6(c) based upon facts existing
on the date the request was made. If such approval is obtained, or if an
Eligible Executive who is receiving the Lump Sum Amount in installment payments
dies prior to receipt of all installments then all future payments hereunder
shall be paid to the beneficiary or beneficiaries designated by the Eligible
Executive, or to the estate of the Eligible Executive on failure to so
designate a beneficiary.


 


e)             Change of
Control.  Notwithstanding any
provision of this Plan (including subsection 4.6(b)), an Eligible Employee
shall be entitled to a lump sum payment (the “Lump Sum Payment”), on
termination of his/her employment with the Company under circumstances in which
payments under paragraph 5.A. [or successor provision] of the Eligible
Executive severance letter agreement with the Company would become due and
payable to the Eligible


 


9

















 


Executive (or, if the Eligible Executive is not then a party
to a severance letter agreement, under circumstances in which payments under
paragraph 5.A. [or successor provision] of the most restrictive severance
letter agreement between the Company and any employee [in terms of triggering
the Company’s obligation to pay benefits to the employee] would become due and
payable to the Eligible Executive if he were a party thereto). The Lump Sum
Payment shall equal the lump sum payment computed in accordance with subsection
4.6(c) hereof. The Lump Sum Payment shall be paid immediately upon
termination.


 


Notwithstanding any other provision of the Plan, after
a Change of Control, any portion of a distribution to be made to an Electing
Executive with respect to the Unpaid amount of such Electing Executive may, at
the request of such Electing Executive at least 30 days prior to the scheduled
date of such distribution, be made, by the Trustees of the Master Trust(s) pursuant
to which benefits under the Plan are being funded, in the sole and absolute
discretion of such Trustees, in the form of any Eligible Investment Options
actually held by such Master Trust(s) for purposes of funding such
distribution to such Electing Executive under the Plan. For purposes of making
any such distribution, any Eligible Investment Option so distributed shall be
valued at its closing price on the last business day immediately preceding the
date of such distribution and such distribution shall be net of any applicable
federal, state or local withholding taxes unless the Electing Executive makes a
cash payment, concurrently with such distribution, to the Master Trust(s) making
such distribution for the purpose of paying such withholding taxes. Nothing
contained in this paragraph shall require the Company (or any of the Master
Trusts) to purchase, hold or dispose of any Eligible Investment Options
designated by Electing Executives. To the extent that any Master Trust holds any
Eligible Investment Options, the same shall remain the sole property of the
Company, subject to the claims of its general creditors, and no Electing
Executive shall have any property interest therein or claim thereto.


 


(f)            Surviving
Spouse Lump Sum Benefit.  If an Eligible
Executive dies under circumstances in which subsection 4.4(a) hereof would
apply, then the Spouse may submit a written request to the Committee within one
hundred twenty (120) days after the Eligible Executive’s date of death
requesting that the benefits payable pursuant to Section 4.4 be paid in a
single lump sum, computed in accordance with the principles of subsection
4.6(c), to be made as soon as reasonably possible after approval of the
request. Such request may be approved by the Committee, in its sole discretion,
notwithstanding the absence of a non-competition agreement.


 


(g)           Estate
Lump Sum Benefit.  If an Eligible
Executive dies under circumstances in which subsection 4.4(a) would apply
but for the fact that such Eligible Executive does not have a surviving Spouse,
then the Eligible Executive’s designated beneficiary shall be entitled to an
immediate lump-sum payment equal to the amount which would have been received
under subsection 4.6(f) had the Eligible Executive had a surviving Spouse
who had requested and been awarded the single lump-sum provided therein. If an
Eligible Executive has not designated a beneficiary, or if the designated
beneficiary does not survive the Eligible Executive, then such lump-sum amount
will be paid to the Eligible Executive’s estate.


 


4.7          Early Distribution.   Notwithstanding any other provision of the
Plan to the contrary, the Committee may, upon receiving a written request from
the Eligible Executive and determining that a distribution is in the best
interest of the Company and the Eligible Executive


 


10

















 


taking into account the financial condition of each,
distribute an annuity purchased pursuant to the Plan or make a lump sum
distribution, crediting such distribution to the Eligible Executive’s account.


 


4.8          Certain Lump Sum Distributions.  Notwithstanding any other provision of the
Plan, in the event that the Company is entitled to make a lump sum distribution
to an Eligible Executive pursuant to Section 4.H. of the Company’s Key
Employees Deferred Compensation Plan of the amounts then credited to such
Eligible Executive’s Standard Deferral Account under such plan (a “Section 4.H.
Distribution”), then, whether or not the Company makes such Section 4.H. Distribution,
the Company may, at its option, (i) convert the benefits payable to such
Eligible Executive pursuant to Section 4.1, 4.2 or 4.5 of the Plan into a
Lump Sum Amount in accordance with Section 4.6(c) and distribute such
Lump Sum Amount to such Eligible Executive in a single lump sum payment or (ii) if
such Eligible Executive’s benefits under Section 4.1, 4.2 or 4.5 of the
Plan have been converted into a Lump Sum Amount in accordance with Section 4.6(a) prior
thereto and such Lump Sum Amount is being paid in installments in accordance
with Section 4.6(a), distribute to such Eligible Executive in a single
lump sum payment the entire Unpaid Amount of such Eligible Executive.


 


Section 5.              Administration


 


5.1          Administration.  The Company shall be responsible for the
general administration of the Plan and the carrying out of the provisions
thereof, and shall have all, rights and powers required in connection
therewith, including the right to establish rules for the administration
of the Plan and the methods to be used to calculate benefits under this Plan.


 


Section 6.              Financing


 


6.1          Financing of Benefits.  No Eligible Executive shall be required to
make any contribution under the Plan. Benefits shall be payable when due, by
the Company, from the general assets of the Company.


 


Section 7.              Master Trusts


 


7.1          Participation Accounts.  The Company has established, and may in the
future establish, one or more trusts (each such trust, as it may be amended
from time to time, is referred to herein as a “Master Trust”) for the purpose,
among others, of securing the performance by the Company of its obligation to
Eligible Executives to make the distributions under the Plan and has funded one
or more of the Master Trusts in an aggregate amount of cash as the Company has
determined to be equal to the value of benefits accrued under the Plan, and the
Master Trust(s) to which such cash has been transferred may purchase
annuities for the Eligible Executives’ accounts equal in value to the benefits
accrued under the Plan. Pursuant to one or more of the Master Trusts, each
Eligible Executive has been assigned a separate account as a mechanism for
measuring the potential benefits which may be distributed in the future.
Subsequent transfers of cash which the Company is required to make to the
Master Trusts pursuant to Section 7.2 or 8(c) hereof or otherwise
shall be allocated among the Master Trusts as the Committee may determine from
time to time.


 


11
















 


7.2          Successive Transfers.  Within one hundred twenty (120) days after
the end of each calendar year, the Company shall transfer an aggregate amount
of cash as the Committee shall determine to be equal to the value of benefits
accrued by Eligible Executives under the Plan through such calendar year.


 


7.3          Title to Funds.  DP&L shall retain beneficial ownership of
all cash or shares transferred to the Master Trusts and such cash or shares
will be subject to the claims of DP&L’s creditors. No Eligible Executive or
beneficiary has or will have any property interest in the cash or shares held
in the Master Trusts or any other specific asset of the Company.


 


Section 8.              Change of Control.  In the event of any Change of Control, as
defined herein:


 


a)             Any
and all authority and discretion which is exercisable by the Committee, or the
CEO, as heretofore or hereafter described in the Plan, shall automatically be
transferred to the Trustees of each Master Trust to the extent that benefits
under the Plan are being funded under such Master Trust.


 


b)            (Intentionally
left blank.)


 


c)             Upon
a Change of Control, the Company shall immediately transfer to one or more of
the Master Trusts an aggregate amount of cash which, when combined with the
other assets of the Master Trusts contributed or accruing thereto under or by
reason of Section 7 hereof, is equal to the value of benefits accrued by
Eligible Employees under the Plan through the date of Change of Control, and
including cash sufficient to make the lump sum payments described in Section 4.6(e) hereof
as if termination of employment occurred on the date of such Change of Control.


 


Section 9.              General Provisions


 


9.1          Non-assignability.  Neither a Participant, nor his beneficiary,
nor any other individual shall have an right by way of anticipation or
otherwise to alienate, sell, transfer, assign, pledge, charge or otherwise
dispose of any benefits which may become payable under this Plan, prior to the
time that payment of any such benefit is made, and any attempted anticipation,
alienation, sale, transfer, assignment, pledge, charge, or other disposition
shall be null and void. Furthermore, none of the benefits payable under this
Plan shall be subject to the claim or legal process of the creditors of any
Participant or of the beneficiary, spouse or former spouse of any Participant
or of any other person or entity.


 


9.2          Incompetency.  Every person receiving or claiming benefits
under the Plan shall be conclusively presumed to be mentally competent and of
age until the Committee receives written notice, in a form and manner
acceptable to it, that such person is incompetent or a minor, and that a
guardian, conservator, statutory committee under the laws of the State of Ohio,
or other person generally vested with the care of his estate has been
appointed. In the event that the Committee finds that any person to whom a
benefit is payable under the Plan is unable to properly care for his affairs,
or is a minor, then any payment due (unless a prior claim therefor shall have
been made by a duly appointed legal representative) may be paid to the spouse,
a


 


12

















 


child, a parent, or brother
or sister, or to any person deemed by the Committee to have incurred expenses
for such person otherwise entitled to payment.


 


In
the event a guardian or conservator or statutory committee of the estate of any
person receiving or claiming benefits under the Plan shall be appointed by a
court of competent jurisdiction, payment shall be made to such guardian or conservator
or statutory committee provided that proper proof of appointment is furnished
in a form and manner suitable to the Committee. Any payment made under the
provisions of this subsection 9.2 shall be a complete discharge of liability
therefor under the Plan.


 


9.3          Employment
Rights.  The
establishment of the Plan shall not be construed as conferring any legal rights
upon any Eligible Executive or any person for a continuation  of employment, nor shall it interfere with
the rights of the Company to discharge any person and/or to treat him in the
same manner as a person not covered by this Plan and without regard to the
effect which such treatment might have upon him as a person covered by this
Plan.


 


9.4          Notices.  Any notice required or permitted to be given
hereunder to an Eligible Executive or spouse will be properly given or
delivered or mailed, postage prepaid, to the Eligible Executive or beneficiary
at the last post office address as shown on the Company’s records. Any notice,
election or any request required or permitted hereunder, which is to be mailed
to or requested from the Secretary or the CEO of the Company, shall be
delivered or mailed, postage prepaid, as follows:


 


 


(i)            Prior to a Change of
Control; to the


 


Secretary
of DP&L at:


MacGregor
Park


Woodman
Drive


Dayton,
Ohio 45432


Attention:
Corporate Secretary


 


(ii)           After a Change of Control;
to the Trustees of each Master Trust pursuant to which benefits under the Plan
are being funded, at the notice address specified by such Trustees in the applicable
trust agreement.


 


The
parties may from time to time change their addresses for receipt of notices by
giving notice of such change to the other parties, but no such change shall be
deemed to be effective until notice thereof is actually received by the party
to whom it is directed.


 


9.5          Waiver
of Notice.  Any notice required hereunder may be waived
by the person entitled thereto.


 


9.6          Action
by Company.  Any action required or permitted to be taken
hereunder by the Company or its Board of Directors shall be taken by the Board
of Directors, or by any person or persons or committee authorized by the Board
of Directors.


 


13

















 


9.7          Notice
of Address.  Any payment to an Eligible Executive, or in
case of his death to his beneficiary, at the last known post office address of
the distributee on file with the Company, shall constitute a complete
acquittance and discharge to the Company and Director or officer with respect
thereto unless the Company shall have received prior written notice of any
change in the condition or status of the distributee.  Neither the Company nor any Director or
officer shall have the duty or obligation to search for or ascertain the
whereabouts of any Eligible Executive or his spouse.


 


9.8          Records.  The records of the Company with respect to
the Plan shall be conclusive on all Eligible Executives, all beneficiaries, and
all other persons whomsoever.


 


9.9          Forfeiture
of Benefits.  Notwithstanding
the provisions of Section 4, if he Company determines that an Eligible
Executive, while in the employ of the Company or while receiving (or eligible
to receive) payment under the Plan, has


 


a)             committed a
felony,


 


b)            taken part in a
fraud, or


 


c)             been terminated
for cause,


 


the
Eligible Executive, as of the date of such determination shall forfeit, at the
election of the Company and action of the Committee, all entitlement to
payments under this Plan. This subsection 9.9 shall apply, however, for a
period of three years following each Change of Control by substituting for b)
and c) above the following


 


b)            embezzled, or


 


c)             illegally used drugs


 


as
the circumstance under which an Eligible Executive’s benefits under the Plan
may be forfeited.


 


9.10        No Individual Liability.  It is declared to be the express purpose and
intention of the Plan that no liability whatever shall attach to or be incurred
by the shareholders, officers, or Directors of the Company, or any
representatives appointed hereunder by the Company, under or by reason of any
of the terms or conditions of the Plan.


 


9.11        Illegality of Particular
Provision.  If any particular provision of this Plan
shall be found to be illegal or unenforceable, such provision shall not affect
the other provisions thereof, but the Plan shall be construed in all respects
as if such invalid provision were omitted.


 


9.12        Gender
and Number.  Except when indicated by the context, any
masculine terminology used herein shall also include the feminine, and the use
of any term herein in the singular may also include the plural.


 


14

















 


Section 10.            Interpretation
and Amendment.  The Plan will be administered by the
Committee. The decision of the Committee with respect to the administration of
the Plan will be final and binding. The Committee reserves the right prior to a
Change of Control, to amend, modify or terminate the Plan; provided, however
that (i) no amendment, modification or termination of the Plan shall
adversely affect any right or benefit earned or accrued under the Plan by any
Eligible Executive prior to any such amendment, modification or termination
without the prior written consent of such Eligible Executive and (ii) following
a Change of Control the Committee’s discretion under this Section 10 will
be exercised as provided in Section 8(a) hereof; provided further
that the Trustees shall have no authority to terminate the Plan.


 


Section 11.            Applicable Laws.  The Plan shall be governed by and construed
according to the laws of the State of Ohio.


 


15

















 


EXHIBIT A


 


AGREEMENT NOT TO
COMPETE


 


THIS AGREEMENT is made
                                        ,
2000 between THE DAYTON POWER AND LIGHT COMPANY, an Ohio corporation (the
“Company”) and
                                        
(the “Executive”), under the following circumstances:


 


A.            The Executive has been employed by the Company for a period
of approximately           
years. During the course of his employment, the Executive has held a number of
executive positions within the Company, including his present position as
                                        ,
and has had access to highly sensitive confidential information relating to the
Company and its business.


 


B.            The
Executive is retiring from the Company’s employ effective the date hereof.


 


C.            The
Executive is a participant in the Company’s Supplemental Executive Retirement
Plan (the “Plan”).


 


D.            Pursuant to Section 4.6
of the Plan, the Executive has requested that his benefits under the Plan [be
paid in a lump-sum] or [be converted into a “Lump Sum Amount” and be paid in
annual installments over a period of
           years], rather
than as a monthly annuity as otherwise provided in the Plan.


 


E.             Such payment of
benefits under the Plan is conditioned, among other things, upon the execution
and delivery of this Agreement by the Executive.


 


NOW,
THEREFORE, for and in consideration of good and valuable consideration, the
receipt and adequacy of which consideration are hereby acknowledged, the
parties intending to be legally bound hereby agree as follows:


 


Section 1.              Covenant
Not to Compete.  During the term of this Agreement, the
Executive shall not, without the prior written consent of the Company, either
for his own account or on behalf of any corporation, person, firm, partnership,
association or other entity (whether as an agent, employee, officer, director,
shareholder, investor, owner, consultant, joint venturer, partner, trustee or
in any other capacity) engage or participate in, directly or indirectly, in any
business or enterprise: (i) which is engaged in providing gas and/or
electric services on a retail and/or wholesale basis in the States of
                              
or (ii) which is engaged in any other business being conducted or proposed
to be conducted by the Company and/or its parent, DPL Inc. (and/or any of the
subsidiaries or affiliates of the Company or DPL Inc.) as of the date hereof;
provided, however, that nothing contained in this Section 1 shall prevent
the Executive from purchasing and holding for investment less than 5% of the
shares of any corporation the shares of which are regularly traded either on a
national securities exchange or in the over-the-counter market.


 


Section 2.              Term.  The term of this Agreement shall be for
           years commencing
on the date hereof.


 

















 


Section 3.              Remedies.  The Executive acknowledges that any violation of Section 1
of this Agreement may cause irreparable harm to the Company and that damages
alone are not an adequate remedy. The Executive therefore agrees that the
Company shall be entitled to an injunction by any court of competent
jurisdiction enjoining, prohibiting and restraining the Executive from the
continuance of any such violation, in addition to any monetary damages which
might occur by reason of any such violation. The remedies provided in this
Agreement are cumulative and shall not exclude any other remedies to which any
party hereto may be entitled under this Agreement or applicable law and the
exercise of a remedy shall not be deemed an election excluding any other
remedy.


 


Section 4.              Enforceability.  If, for any reason, any provision contained
in this Agreement should be held invalid in part by a court of competent
jurisdiction, then it is the intent of each of the parties hereto that the balance
of this Agreement be enforced to the fullest extent permitted by applicable
law. It is the intent of each of the parties that the covenant not to compete
contained in Section 1 of this Agreement be enforced to the fullest extent
permitted by applicable law. Accordingly, in the event that a court of
competent jurisdiction determines that the scope of the covenant is too broad
to be enforced as written, it is the intent of each of the parties that the
court should reform the covenant to such narrower scope as it determines
enforceable and this Agreement shall be deemed amended to the extent required
to render it valid and enforceable and that such amendment shall apply only
with respect to the operation of this Agreement in the jurisdiction of the
court which has made such adjudication.


 


Section 5.              Non-waiver.  The failure of any party to require
performance of any of the provisions of this Agreement shall not be deemed a
waiver of any such provision and the obligations of the parties hereunder shall
remain in full force and effect.


 


Section 6.              Assignment and Benefit.  This Agreement shall be binding upon, shall
be assignable by and shall inure to the benefit of the Company and its
successors and assigns. This Agreement is personal to the Executive and may not
be assigned by him.


 


Section 7.              Attorneys’ Fees.  In the event of any litigation concerning any
controversy, claim or dispute between the parties arising out of or relating to
this Agreement or any breach hereof, or the interpretation hereof, the prevailing
party shall be entitled to recover from the losing party reasonable expenses,
attorneys’ fees and costs incurred therein. The “prevailing party” means the
party determined by the court to have most nearly prevailed, even if such party
did not prevail in all matters, and not necessarily the party in whose favor a
judgment is rendered. Further, in the event of any default by a party under
this Agreement, such defaulting party shall pay all expenses, attorneys’ fees
and costs incurred by the other party in connection with such default, whether
or not any litigation is commenced.


 


Section 8.              Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same instrument,
but only one of which need be produced.


 


Section 9.              Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of this Agreement.


 

















 


Section 10.            Governing Law.  This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Ohio.


 


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


 


	
   

  	
  THE
  DAYTON POWER AND LIGHT COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  



 

















 


EXHIBIT B


 


The
formula used in computing the lump sum provided for in Section 4.6 shall
use the following interest rate and mortality assumptions.


 


A.            Interest Rate


 


The
average of the monthly Pension Benefit Guaranty Corporation (“PBGC”) interest
rate for immediate annuities, as currently published in Appendix B to part 2619
of the PBGC Regulations (the “PBGC Rate”) for the year end periods 1995 and
1996 was used for the initial period ending December 31, 1998. That
initial interest rate was set at 4.6% (see the calculation attached). The
interest rate was reset for the period January 1, 1999 through December 31,
2000 at 4.35% based upon the average PBGC Rate for the year end periods 1997
and 1998. The interest rate will be reestablished for future two year periods
provided, however, that the rate shall not be adjusted by more than 25 basis
points from the prior two year period and provided further that if the rate
computed herein for future periods becomes plus or minus 200 basis points from
the initial rate, then the Committee shall reevaluate said rate based upon
current conditions and fairness to participants.


 


B.            Mortality


 


The
1983 Individual Annuity Mortality Table shall be used in the computation of the
lump sum provided for in Section 4.6.


 

















 


PBGC IMMEDIATE INTEREST RATES


YEAR END


 


	
   

  	
   

  	
  2 YEAR

  AVERAGE

  	
   

  
	
  1995

  	
   

  	
  4.50

  	
  %

  
	
  1996

  	
   

  	
  4.75

  	
  %

  
	
  TOTAL

  	
   

  	
  9.25

  	
  %

  
	
  AVERAGE

  	
   

  	
  4.63

  	
  %

  



 

















 


EXHIBIT C


 


THE DAYTON POWER AND LIGHT COMPANY


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


BENEFICIARY DESIGNATION


 


All
payments required to be made under the Plan to my designated beneficiary in the
event of my death shall be made to the following person:


 


Name
of designated beneficiary:


 


Address
of designated beneficiary:


 


 


 


 


If
the above-designated beneficiary does not survive me, the payments will be made
to the following successor beneficiary (or to my estate on failure to designate
otherwise):


 


Name
of designated beneficiary:


 


Address
of designated beneficiary:


 


 


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature
  of Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  



 


This
Beneficiary Designation Form was received by the Secretary of the Company
on
                                        .


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary