**Exhibit 10(a)**

 

**DPL INC.**

**PARTICIPATION AGREEMENT**

 

This PARTICIPATION AGREEMENT (“Agreement”) isentered into this 3rd day of January 2008(the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The DaytonPower and Light Company, an Ohio corporation (“DP&L”) (collectively, the “Company”),and Douglas C. Taylor (“Executive”).

 

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

 

WHEREAS, the Program provides benefits pursuant tothe following plans which have been approved by the Compensation Committee ofthe Board of Directors of DPL (the “Committee”) and adopted by the Board ofDirectors of DPL (the “Board”): the DPL Inc. Severance Pay and Change ofControl Plan, the DPL Inc. Supplemental Executive Defined ContributionRetirement Plan, the DPL Inc. 2006 Equity and Performance Incentive Plan, theDPL Inc. Executive Incentive Compensation Plan (the “EICP”), the DPL Inc. 2006Deferred Compensation Plan for Executives and the DPL Inc. Pension RestorationPlan (collectively, the “Plans”);

 

WHEREAS, Executive’s participation in the Plans andeligibility for the benefits provided thereunder requires execution of thisAgreement; and

 

WHEREAS, DPL desires toprovide Executive benefits in addition to those provided by the Program, asdescribed herein.

 

NOW THEREFORE, inconsideration of the promises and agreements contained herein and other goodand valuable consideration, the sufficiency and receipt of which are herebyacknowledged, and intending to be legally bound, Executive agrees as follows:

 

1.             Effective Date. This Agreement is effective on the Effective Date and will continue ineffect as provided herein.

 

2.             Participation in the Plans.  DPL confirms that Executive has beendesignated by the Committee and the Board to participate in each of the Planspursuant to the terms thereof as of the date Executive commences his employment,contingent on his execution of this Agreement. Executive is eligible to receive additional benefits as such are providedto other similarly situated employees of the Company from time to time.

 

3.             Perquisite Allowance.  By executing this Agreement, Executive shallbe entitled to receive a perquisite allowance in the amount of $20,000 per year(the “Perquisite Allowance”), for each year that (a) Executive remainsdesignated by the Committee as eligible to receive the Perquisite Allowance and(b) DPL continues to make the Perquisite Allowance available toexecutive-level employees of the Company. Executive has been designated by the Committee as eligible to receivethe Perquisite Allowance for 2008.  ThePerquisite Allowance for 2008 shall be paid as soon as practicable after the executionof this Participation Agreement.  ThePerquisite Allowance for years after 2008 shall be paid to Executive as soon aspracticable after the Committee designates Executive as eligible to 

 

1

----

 

receive the Perquisite Allowance for thatyear.  The Perquisite Allowance will notbe deemed “compensation,” as that term is defined under any of the Plans, norunder any other plan, practice, program or policy of the Company or any of itsaffiliates, as in effect from time to time.

 

4.             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 twoyears following his termination of employment with the Company, Executive willnot (a) solicit for employment with himself or any firm or entity withwhich he is associated, any employee of the Company, its subsidiaries oraffiliates, or otherwise disrupt, impair, damage or interfere with the Company’s,its subsidiaries’ or affiliates’ relationships with their employees or (b) solicitfor Executive’s own behalf or on behalf of any other person(s), any retailcustomer of the Company, its subsidiaries or affiliates, that has purchasedproducts or services from the Company, its subsidiaries or affiliates, at anytime (i) with respect to solicitation during employment, during theExecutive’s employment or (ii) with respect to solicitation aftertermination of employment, in the twelve months preceding the date on whichExecutive’s employment with the Company, its subsidiaries or affiliates isterminated or that the Company, its subsidiaries or affiliates are activelysoliciting or have known plans to solicit, for the purpose of marketing ordistributing any product, pricing or service competitive with any product,pricing or service then offered by the Company, its subsidiaries or affiliatesor which the Company, its subsidiaries or affiliates have known plans to offer.

 

**[Signatures on theFollowing Page]**

 

2

----

 

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

 

 
|   | DPL INC. and                        |
|--------|-------------------------------------|
|   | THE DAYTON POWER AND LIGHT  COMPANY |
|   |                                |
|   |                                |
|   | By:                                 | /s/ Paul M. Barbas |
|   |                                | Paul M. Barbas |
|   |                                | President and Chief  Executive Officer |
|   |                                |
|   |                                | /s/ Douglas C. Taylor |
|   |                                | Douglas C. Taylor |

 

3

----