Exhibit 10.5


[DPL Letterhead]


July 31, 2006


Mr. James V. Mahoney


3600 Wood Hollow Road


Dayton, Ohio 45429


Dear Jim:


Reference is made to the Employment Agreement, dated May 18, 2006, by
and between you, DPL Inc. and The Dayton Power and Light Company (together with
DPL Inc., the “Company”), which provided that your resignation from the Company
and the Boards of the Directors of the Company would be effective on July 31,
2006.


This letter agreement amends the Employment Agreement to provide that
you will continue your employment with the Company and your service on the
Boards of Directors until such date as may be determined by the Boards of
Directors, provided you may elect to terminate your employment on a date
specified by you in a written notice provided to the Boards of Directors at
least 14 days in advance of such date (the earlier of the date specified by the
Boards or the date specified by you in such written notice, “New Effective Date”).  In consideration for your continued
employment, you will receive your base salary through the New Effective Date
and you will be eligible to participate in the Executive Incentive Compensation
Program (the “EICP”) for 2006 through the New Effective Date; provided that any
payment you may receive under the EICP will be pro rated for the period you are
employed by the Company.


Notwithstanding anything herein to the contrary, this letter agreement
also confirms that the Company shall pay to you on July 31, 2006 (or promptly
thereafter) a lump sum cash payment of (i) five hundred and fifty thousand
dollars ($550,000), less any applicable withholding taxes and payroll
deductions, and (ii) your unpaid base salary, if any, through July 31, 2006
pursuant to Section 2(a) of the Employment Agreement.  In addition, the following Sections of the
Employment Agreement shall continue in full force and effect in accordance with
their terms: Section 2(c) (health insurance program), Section 2(d)
(out-of-pocket business expenses), Section 3 (waiver of certain
compensation/benefits), Section 4 (indemnification), Sections 5 and 6 (release
and Directors and Officers Insurance Policy), Section 7 (return of property),
Section 8 (confidentiality), Section 9 (non-disparagement), Section 10
(non-compete), Section 11 (amendment), Section 12 (entire agreement), Section
13 (severability) and Section 14 (governing law).


Please indicate your agreement to the terms of this letter agreement by
signing below.









 



 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  DPL Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Glenn E. Harder

  
	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The Dayton Power
  and Light Company

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Glenn E. Harder

  
	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
  Acknowledged and
  Agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  James V. Mahoney

  	
   

  	
   

  
	
  Dated:
  ______________________

  	
   

  	
   

  
				



 



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