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EXHIBIT 10(B)

                       THE DAYTON POWER AND LIGHT COMPANY

                        1991 AMENDED DIRECTORS' DEFERRED
                                COMPENSATION PLAN

                     (AS AMENDED THROUGH DECEMBER 31, 2000)

1.   GENERAL.

     The Amended Deferred Compensation Plan for Directors of the Company is
amended and restated in its entirety as set forth herein and the name of the
amended and restated plan shall be the "1991 Amended Directors Deferred
Compensation Plan" (the "Plan"). The Plan provides Directors who are not
employed by the Company the opportunity to defer payment of all or a specified
portion of Fees payable for services as a Director or otherwise in accordance
with the Standard Deferral Provisions of the Plan.

2.   DEFINITIONS.

     When used herein, the following terms shall have the following meanings:

     A. "Board of Directors" means the Board of Directors of DPL Inc. in place
from time to time prior to a Change of Control.

     B. "CEO" shall mean 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 ss. 1701.01 as in effect on December 31, 1990) and in
which


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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 or a wholly owned
subsidiar(ies) of 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 the Board of
Directors of DPL Inc. may designate from time to time to administer the Plan.

     E. "Company" means The Dayton Power and Light Company ("DP&L"), DPL Inc.
("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. "Dividend Equivalent" means the expression on the Company's books of a
dividend with respect to a Stock Unit, each Dividend Equivalent being equal to
the cash dividends paid from time to time on one Share.

     G. "Election Form" means the form attached hereto as Exhibit A (or such
other form as the Committee may designate from time to time) which shall be used
for deferring payment of Fees in accordance with the provisions of the Plan and
shall also include any prior forms used in connection with the Plan for the
purpose of deferring payment of Fees.

     H. "Eligible Director" means any Director who is serving as a Director as
of January 1, 1996 or at any time thereafter.

     I. "Fair Market Value" means the average of the closing sale prices of a
Share on the last trading day of each of the


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four calendar months preceding the date the value of a Share is to be
determined, as reported on the New York Stock Exchange-Composite Transaction
Tape.

     J. "Fees" means amounts payable by the Company to a Director for services
as a member of the Board of Directors or a committee of the Board of Directors
and any other amounts (including, without limitation, consulting fees and the
like) payable by the Company to a Director who is not employed by the Company
for services rendered to the Company in any capacity.

     K. "Other Director" means any Director who has ceased to serve as a
Director prior to January 1, 1996.

     L. "Share" or "Shares" means the Common Shares of DPL Inc.

     M. "Standard Deferral Account" means the account established by the Company
in the Director's name to which deferrals made in accordance with the Standard
Deferral Provisions of the Plan are credited.

     N. "Standard Deferral Provisions" means generally those provisions of the
Plan under which:

          (1)  a Director may elect annually to defer payment of Fees;

          (2)  the deferred amounts are credited to the Standard Deferral
               Account;

          (3)  earnings are credited to the Standard Deferral Account in
               accordance with Section 3(D), Section 3(E) or Section 3(F); and

          (4)  amounts credited to the Director's Standard Deferral Account
               together with accumulated earnings are paid in accordance with
               the Director's application requesting that the Director be paid
               the amounts credited to his/her Standard Deferral Account and
               specifying which date the requested amounts should be paid;
               provided the CEO of the Company consents to such payment.

     O. "Stock Unit" means the expression on the Company's books of a unit which
is equivalent to one Share.

     P. "Unreimbursed Amount" means, at any time as to any Eligible Director
who, either directly or through any affiliate, including through a trust
established by such Eligible Director, has entered into a split-dollar life
insurance arrangement with the Company, the amount of such Eligible Director's
or affiliate's then obligation to reimburse the Company under such split-dollar
arrangement for life insurance premiums paid by the Company; provided, however,
that, for purposes of the Plan, the Unreimbursed Amount of any Eligible Director
shall be reduced to the extent that such Unreimbursed Amount is being taken into
account for purposes of calculating such Eligible Director's


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benefits under the Company's Key Employees Deferred Compensation Plan.

3.   ELECTION TO DEFER AND ACCOUNT DESIGNATION.

     A. ELECTION TO DEFER. A Director may elect, on or before December 31 of any
year, to defer payment of all or a specified part of the Director's Fees during
the succeeding calendar years until the Director ceases to be a Director of the
Company. Any person who shall become a Director during any calendar year, and
who was not a Director of the Company on the preceding December 31, may elect,
before the Director's term begins, to defer payment of all or a specified part
of the Director's Fees for the remainder of such calendar year and for
succeeding calendar years. Any such elections shall be made by delivering an
Election Form to the Secretary of the Company.

     Prior to January 31, 2000, Supplementary Deferral Accounts had been
established under the Plan for certain Directors. Effective as of January 31,
2000, the present value, as determined by the Committee, of a Director's
Supplementary Deferral Account was credited to the Standard Deferral Account of
such Director. Accordingly, effective as of January 31, 2000, the Supplementary
Deferral Accounts were terminated and no amounts are credited thereto.

     Moreover, as provided in Sections 6 and 9.B. of The Dayton Power and Light
Company Directors' Deferred Stock Compensation Plan, upon the Shares ceasing to
be listed on the New York Stock Exchange, or upon termination of a Participant's
status as a director of the Company after a Change of Control, additional
amounts may be credited to a Participant's Standard Deferral Account from such
plan.

     B. STANDARD DEFERRAL ACCOUNT. All deferred amounts shall be credited to
each Director's Standard Deferral Account. The Directors' Standard Deferral
Accounts are established only as a mechanism for measuring the potential amount
of cash or Shares which may be distributed under the Plan. The Company shall
retain title to, and beneficial ownership of, all amounts credited to Directors'
Standard Deferral Accounts and such deferred amounts will be subject to the
claims of the Company's creditors. No Director or beneficiary has any property
interest in deferred amounts or in any specific assets of the Company.

     C. (INTENTIONALLY LEFT BLANK.)

     D. INTEREST ON STANDARD DEFERRAL ACCOUNTS. Other than with respect to
amounts credited to a Directors' Standard Deferral Account which were deemed
invested in Shares pursuant to Section 3(E), for periods prior to January 1,
2001, the Company credited interest to the Standard Deferral Account of each
Other Director, on a quarterly basis, calculated by multiplying the balance in
such account (including interest) on the first day of each month of the
preceding quarter by 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. With respect to all amounts credited to an Other Directors'
Standard


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Deferral Account as of January 1, 2001 or at any time thereafter, such Standard
Deferral Account shall be deemed invested in the Vanguard Total Bond Index Fund,
or a comparable fund designated by the Committee in its sole discretion (the
"Bond Fund"), and all dividends, interest, distributions and other amounts paid
with respect to the Bond Fund shall be credited to the Standard Deferral Account
of each Other Director and shall be deemed reinvested in the Bond Fund.

     E. STOCK UNITS. Each Eligible Director shall have the option to elect to
have any portion of his/her "Investment Amount" (as hereinafter defined) deemed
invested in Shares as of each such date (on or after January 1, 1996) as the
Committee may specify from time to time for such purpose, by delivering to the
Secretary of the Company a Stock Unit Investment Election Form in the form
attached hereto as Exhibit B (or such other form as the Committee may designate
from time to time). In such event, the Company shall credit to such Eligible
Directors' Standard Deferral Account a number of Stock Units equal to the amount
which is deemed invested in Shares pursuant to this Section 3(E) divided by the
Fair Market Value of a Share as of the date of such deemed investment and shall
thereafter credit to such Eligible Directors' Standard Deferral Account, on each
dividend payment date with respect to the Shares, a Dividend Equivalent for each
Stock Unit then credited to such Standard Deferral Account. On any such dividend
payment date, to the extent that the value of the accumulated Dividend
Equivalents credited to such Eligible Director's Standard Deferral Account
equals the Fair Market Value of one or more full Shares on such date, such
Dividend Equivalents shall be converted into, and credited to such Standard
Deferral Account as, additional Stock Units.

     Once an Eligible Director has elected to have any amount of such Eligible
Director's Standard Deferral Account deemed invested in Shares pursuant to this
Section 3(E), such Eligible Director may not revoke or otherwise change such
election with respect to such amount without the prior approval of the
Committee.

     The Company shall not be required to purchase, hold or dispose of any
Shares for purposes of funding benefits which may be payable as a result of this
Section 3(E). To the extent that the Company does, in its discretion, purchase
or hold any Shares for purposes of funding such benefits or otherwise, the same
shall remain the sole and exclusive property of the Company, subject to the
claims of its general creditors, and shall not be deemed to form a part of any
Eligible Director's Standard Deferral Account, and no Eligible Director shall
have any claim in, or right to, any such Shares (or any Stock Units or Dividend
Equivalents).

     In the event of a change in the outstanding Shares by reason of a Share
dividend, recapitalization, merger, consolidation, split-up, combination or
exchange of shares, or the like, the number of Stock Units credited to an
Eligible Director's Standard Deferral Account shall be adjusted by the Committee
(whose determination in each case shall be conclusive) to give effect as


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may be appropriate to any increase or decrease in the number of issued and
outstanding Shares as a result thereof.

     In the event that the Shares cease to be listed on the New York Stock
Exchange for any reason, the Standard Deferral Account of each Eligible Director
shall be credited with a cash amount equal to the number of Stock Units then
credited to such Eligible Director's Standard Deferral Account multiplied by the
greater of (i) the Fair Market Value of a Share as of the date the Shares cease
to be so listed or (ii) the closing sales price of a Share on the New York Stock
Exchange-Composite Transaction Tape on the date the Shares cease to be so listed
and the cash amount so credited shall thereafter be deemed to be part of such
Eligible Director's "Investment Amount" for all purposes of the Plan. After the
Shares cease to be so listed on the New York Stock Exchange, no Eligible
Director shall have the option to have any amounts credited to his/her Standard
Deferral Account deemed invested in Shares pursuant to this Section 3(E).

     F. EARNINGS ON STANDARD DEFERRAL ACCOUNTS OF ELIGIBLE DIRECTORS. For
purposes of measuring the amounts which may be distributed under the Plan to
Eligible Directors, each Eligible Director's "Investment Amount" shall be deemed
invested, on and after January 1, 1997, in such "Eligible Investment Options" as
such Eligible Director may designate from time to time as provided herein. For
purposes of the Plan, "Investment Amount" means, at any time on and after
January 1, 1997 with respect to each Eligible Director, the amount then credited
to such Eligible Director's Standard Deferral Account (including any dividends,
interest, distributions or other amounts credited to such Standard Deferral
Account pursuant to this Section 3(F)) less the amount then credited to such
Standard Deferral Account which is deemed invested in Shares pursuant to Section
3(E), and "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
written notice to the Eligible Directors.

     Subject to Section 3(G) hereof, each Eligible Director shall have the
option, by delivering to the Secretary of Company a completed Investment Option
Election Form in the form attached hereto as Exhibit C (or such other form as
the Committee may designate from time to time) on or prior to each such date (on
or after December 31, 1996) as the Committee may specify from time to time for
such purpose (each such date, an "Election Date") to designate or change, in a
percentage equal to at least 10%, the portions of his/her Investment Amount
which shall be deemed invested in each Eligible Investment Option as of such
Election Date. Any such designation by an Eligible Director shall remain in
effect until changed in accordance with the preceding sentence or as provided in
Section 3(G) hereof. Subject to Section 3(G) hereof, any increase in the
percentage of an Eligible Director's Investment Amount deemed invested in an
Eligible Investment Option effected on any


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Election Date shall be deemed to be a purchase of such Eligible Investment
Option and any decrease in the percentage of an Eligible Director's Investment
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 Eligible Director with respect to all or any portion of his/her Investment
Amount, the Standard Deferral Account of such Eligible Director shall be deemed
invested in the Bond Fund (as defined in Section 3(D) above), and the Bond Fund
shall be an Eligible Investment Option for such Eligible Director. 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 Eligible Director's Investment Amount is deemed invested shall be
credited to such Eligible Director's Standard Deferral Account 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 Eligible Directors. To the extent that
the Company does, in its discretion, purchase or hold any of the Eligible
Investment Options designated by Eligible Directors, the same shall remain the
sole property of the Company, subject to the claims of its general creditors,
and shall not be deemed to form a part of any Eligible Director's Standard
Deferral Account, and no Eligible Director shall have any property interest
therein or claim thereto.

     G. INVESTMENT IN PRIVATE EQUITY INVESTMENTS. In its sole discretion the
Committee may designate one or more Eligible Investment Options which, if
purchased, may not be immediately saleable; such Eligible Investment Options may
include interests in partnerships or other entities which are not readily
tradable on an established securities market including, for purposes of
illustration, interests in partnerships investing in private equity investments
(collectively referred to herein as "Private Equity Investments"). The Committee
may, in its sole discretion, establish procedures to regulate the ability of an
Eligible Director's designation of an Private Equity Investment as one of his or
her Eligible Investment Options pursuant to Section 3(F) hereof. Without
limitation, these procedures may include the following:

          (i) Limiting the right of an Eligible Director to designate an Private
     Equity Investment to those Eligible Directors (a) who have a Standard
     Deferral Account balance greater than a specified minimum amount, and (b)
     whose payment dates, as specified in their Election Form, in the sole and
     unrestricted discretion of the Committee, are sufficiently deferred to
     allow for any Private Equity Investment to fully mature prior to payment of
     such Eligible Director's Standard Deferral Account in the event the Company
     does choose to purchase such Eligible Investment Option;

          (ii) Requiring a minimum dollar allocation to any Private Equity
     Investment;


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          (iii) Restricting or eliminating an Eligible Director's right to
     reallocate that portion of his Standard Deferral Account allocated to such
     Private Equity Investment until it has fully matured;

          (iv) Reallocation, by the Committee, to an Private Equity Investment
     previously designated by the Eligible Director, of all or a portion of an
     Eligible Director's Standard Deferral Account not so invested to the extent
     necessary to fully cover any capital calls made with respect to such
     Private Equity Investment (which reallocation shall proportionately reduce
     the amount which is deemed invested in each of the Eligible Director's
     other Eligible Investment Options);

          (v) Establishing the date on which an Eligible Director's Standard
     Deferral Account is deemed invested in an Private Equity Investment
     following such designation by the Eligible Director.

     In addition, notwithstanding anything in Section 4 hereof to the contrary,
and notwithstanding any payment election specified in such Eligible Director's
Election Form, the Committee may, in its sole discretion, defer payment of any
amounts credited to an Eligible Director's Standard Deferral Account which have
been deemed invested in a Private Equity Investment until any such Private
Equity Investment has fully matured, and, in the case of partial distributions
from an Eligible Director's Standard Deferral Account, the Committee may reduce
the amount which is deemed invested in each Eligible Investment Option other
than such Private Equity Investment.

     H. UNREIMBURSED AMOUNTS. Notwithstanding any other provision of the Plan,
in the event that there exists an Unreimbursed Amount as to any Eligible
Director, the Unreimbursed Amount of such Eligible Director in effect from time
to time shall reduce the amount of such Eligible Director's Standard Deferral
Account which would otherwise be deemed invested in Eligible Investment Options
pursuant to Section 3(F) in the manner designated by such Eligible Director in
the Investment Option Form most recently delivered to the Secretary of the
Company or, failing such designation, shall proportionately reduce the amount
which would otherwise be deemed invested in each Eligible Investment Option
pursuant to Section 3(F).

4.   PAYMENTS UNDER THE PLAN.

     A. STANDARD DEFERRAL ACCOUNT. Subject to Section 3(G) hereof, amounts
credited to a Director's Standard Deferral Account, together with accumulated
earnings, shall be distributed in a lump sum payment or over a period of years,
up to twenty, in such installments as specified in the Election Form, with such
lump sum payment being made or such installment payments commencing, unless
otherwise determined by the Committee in its discretion, on or prior to the
January 31 immediately following:

          (1)  the date the Director ceases to be a Director;


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          (2)  the date the Director reaches an age at which the Director may
               earn unlimited amounts without reduction of the benefits under
               the Social Security Act and the regulations promulgated
               thereunder; or

          (3)  such other date, either before or after his termination of
               service, as specified by the Director on his Election Form;

and 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 all
amounts credited to the Director's Standard Deferral Account have been paid in
full.

     For purposes of any distribution pursuant to this Section 4, the amount
credited to an Eligible Director's Standard Deferral Account on any date shall
be equal to (i) in the case of any Stock Units credited to such Eligible
Director's Standard Deferral Account, the aggregate Fair Market Value as of such
date of a number of Shares equal to the number of Stock Units then credited to
such Standard Deferral Account and (ii) in the case of any Eligible Investment
Options in which such Eligible Director's Standard Deferral Account is deemed
invested, 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 Eligible Director's Standard Deferral Account is deemed to be
invested on such date pursuant to Section 3(F) and, in the case of a partial
distribution from an Eligible Director's Standard Deferral Account, the amount
of such distribution shall proportionately reduce the amount which is deemed
invested in Shares pursuant to Section 3(E) and invested in each Eligible
Investment Option pursuant to Section 3(F).

     Notwithstanding any other provision of the Plan, all payments under the
Plan with respect to Stock Units credited to an Eligible Director's Standard
Deferral Account shall be made in the form of Shares and an Eligible Director
shall be entitled to receive one Share for each Stock Unit credited to his
Standard Deferral Account (with a cash payment being made for any fractional
shares).

     B. ELECTION TO BE PAID IN SHARES. At least thirty days before the first
installment (or lump sum payment, if the Director so elects) is to be paid
pursuant to the Standard Deferral Provisions, the Director or the Director's
beneficiary shall elect whether the amounts credited to such Director's Standard
Deferral Account (other than the Stock Units credited to such Director's
Standard Deferral Account which, in accordance with the last paragraph of
Section 4(A) shall be paid in the form of Shares) shall be paid in cash or in
Shares. At least thirty days before any subsequent installment is to be paid,
the Director or the Director's beneficiary may change such election. In the case
of payment in Shares, such Shares shall be valued at their Fair Market Value as
of the date a cash payment would otherwise have been paid. As soon as practical
thereafter, the


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Company shall cause to be issued and delivered that number of Shares (which may
be either authorized and unissued shares or treasury shares or both) which is
equal to the amount of the payment divided by the determined price, provided
however, that the Company shall not be obligated to issue and deliver fractional
Shares and in lieu thereof, the Director shall be paid in cash.

     C. DESIGNATION OF BENEFICIARY. Each Director participating in the Plan
shall designate on the Election Form one or more beneficiaries to whom payments
shall be made in the event of the Director's death. The Director shall have the
right to change the beneficiary or beneficiaries from time to time, provided,
however, no change shall become effective until received in writing by the
Committee (or its delegate). In the event the Director has not designated a
beneficiary or a designated beneficiary is not living at the time of the
Director's death, then payments required to be made by the Company after the
Director's death to the designated beneficiary shall be made to the Director's
estate.

     D. EARLY DISTRIBUTION. A Director may in no event receive a distribution of
all or a portion of amounts of cash or Shares credited to his Standard Deferral
Account prior to the time that the Director elected to receive such amounts
pursuant to the Plan. Notwithstanding the foregoing: (i) the CEO may, upon
receiving a written request from the Director or his or her beneficiary as
provided in Section 4.C. hereof in the event of the death of the Director, upon
determining that a distribution is in the best interest of the Company and the
Director (or his or her beneficiary) taking into account the financial condition
of each, distribute all or a portion of the amounts credited to the Director's
Standard Deferral Account and (ii) upon written request by a Participant to
receive his entire Standard Deferral Account made at any time after termination
of his or her status as a director of the Company, for any reason, after a
Change of Control, the amount credited to such Participant's account shall be
paid to such Director in a lump sum within ten (10) days after the date of such
written request, provided that the Director shall be entitled to only 90% of
such account balance and shall irrevocably forfeit 10% of such account balance
by making the withdrawal.

     E. WITHHOLDINGS. Any taxes required to be withheld by any Federal, state,
or local government will be deducted from all deferred payments and paid for the
account of the Director.

     F. PAYMENTS IN KIND. Notwithstanding any other provision of the Plan, after
a Change of Control, any portion of a distribution to be made from an Eligible
Director's Standard Deferral Account may, at the request of such Eligible
Director 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 Eligible Director
under the Plan. For purposes of making any such distribution,


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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 Eligible Director 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 Section 4(F) shall require the Company (or any of the Master Trusts) to
purchase, hold or dispose of any Eligible Investment Options designated by
Eligible Directors. 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 shall not be deemed to form
a part of any Eligible Director's Standard Deferral Account and no Director
shall have any property interest therein or claim thereto.

     G. UNREIMBURSED AMOUNTS. Notwithstanding any other provision of the Plan,
in the event that there exists an Unreimbursed Amount as to any Eligible
Director, then (a) no distribution of the amount credited to such Eligible
Director's Standard Deferral Account shall be made pursuant to Section 4(A) or
otherwise to the extent that, after giving effect to any such proposed
distribution, the amount then credited to such Eligible Director's Standard
Deferral Account would be less than the Unreimbursed Amount of such Eligible
Director and (b) any amounts which are not distributed from such Eligible
Director's Standard Deferral Account by reason of the foregoing clause (a) shall
be paid to such Eligible Director promptly after the date of, and only to the
extent of, any reimbursement of such Unreimbursed Amount.

5.   PAYMENTS IN THE EVENT OF DEATH.

     A. STANDARD DEFERRAL ACCOUNT. In the event a Director shall die either
before payments from the Director's Standard Deferral Account have commenced or
after such payments have commenced, all amounts credited to the Director's
Standard Deferral Account at the time of the Director's death shall be paid to
the beneficiary designated by the Director on the Director's Election Form, in a
lump sum payment on the first business day of the month following the month in
which the Director died unless the Director has elected on the Election Form
that payments continue or commence to the Director's beneficiary in the same
method to be paid to the Director pursuant to Section 4(A).

6.   TERMINATION OF ELECTION.

     In any year, a Director may terminate or modify, for that year, his/her
deferred election by written notice delivered to the Secretary of the Company.
Any such notice will become effective on the last day of the month it is given
and will apply only to Fees payable after such effective date. Amounts credited
to a Director's accounts prior to the effective date of any termination or
modification will not be affected and will be paid in accordance with the
provisions of the Plan.


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7.   MASTER TRUSTS.

     A. DIRECTOR'S 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
Directors to make the distributions under the Plan and has funded one or more of
the Master Trusts in an aggregate amount of cash and/or Shares as the Company
has determined to be equal to the value of all currently vested or earned
benefits of the Directors under the Plan. Pursuant to one or more of the Master
Trusts, each Director 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 and/or Shares which the Company is required to make
to the Master Trusts pursuant to Section 5.B, 7.B or 8.C hereof or otherwise
shall be allocated among the Master Trusts as the Committee may determine from
time to time.

     B. SUCCESSIVE TRANSFERS. On or before the twentieth day following the end
of each successive calendar quarter, the Company shall transfer to one or more
of the Master Trusts an aggregate amount of cash and/or Shares as it shall
determine to be equal to the value of benefits of Directors under the Plan which
benefits have vested or have been earned during such calendar quarter.

     C. 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 the DP&L's creditors. No Director or beneficiary has or will
have any property interest in the cash or shares held in the Master Trusts or in
any other specific asset of the Company.

8.   CHANGE OF CONTROL.

     A. AUTOMATIC TRANSFER OF AUTHORITY. In the event of a Change of Control,
any and all authority and discretion which is exercisable by the Committee, or
the CEO, as heretofore or hereafter described in the Plan, including, without
limitation, the authority to change the Eligible Investment Options as provided
in Section 3.F. hereof, shall automatically be transferred to the Trustees of
each Master Trust to the extent benefits under the Plan are being funded under
such Master Trust.

     B. (INTENTIONALLY LEFT BLANK.)

     C. FUNDING OF MASTER TRUSTs. 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 all
amounts credited to the Directors' Standard Deferral Account, including
accumulated earnings.

9.   NOTICES.


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<PAGE>

     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:

                    The Dayton Power and Light Company
                    MacGregor Park
                    1065 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 Company or Trustees may from time to time change their addresses for
receipt of notices by giving notice of such change to the Directors, but no such
change shall be deemed to be effective until notice thereof is actually received
by the Director to whom it is directed.

10.  NONASSIGNABILITY.

     Neither a Director, nor his beneficiary, nor any other individual shall
have any 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 Director or of the beneficiary, spouse or former
spouse of any Director or of any other person or entity.


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<PAGE>

11.  INTERPRETATION AND AMENDMENT.

     The Plan shall be administered by the Committee. The decision of the
Committee with respect to any questions arising in connection with the
administration or interpretation of the Plan, shall be final, conclusive and
binding. The Committee reserves the right to amend or modify the Plan from time
to time or to terminate the Plan, provided, however, that no amendment,
modification or termination of the Plan shall void an election to defer payments
already in effect for the current calendar year or any preceding calendar year
or shall otherwise adversely affect any right or benefit earned or accrued under
the Plan by any Director prior to any such amendment, modification or
termination without the prior written consent of such Director. In the event of
a Change of Control, the authority and discretion given the Committee under this
Section 11 shall be exercised as provided in Section 8.A hereof; provided,
however, that the Trustee shall have no authority to terminate the Plan.

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.

13.  NO RIGHTS AS SHAREHOLDERS.

     Directors whose accounts are credited with amounts under the Plan shall
have no rights as shareholders of the Company as a result thereof unless and
until the Shares, if any, are distributed to the respective Directors.

14.  NO RIGHT TO EMPLOYMENT.

     Nothing in the Plan shall confer upon any Director the right to a continued
Directorship with the Company.

15.  GOVERNING LAW.

     This Plan shall be construed, rendered and governed by the laws of the
State of Ohio.


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                                    EXHIBIT A

                       THE DAYTON POWER AND LIGHT COMPANY

               1991 AMENDED DIRECTORS' DEFERRED COMPENSATION PLAN

                                  ELECTION FORM

INSTRUCTIONS:

     This Election Form relates to fees deferred pursuant to the 1991 Amended
Directors' Deferred Compensation Plan (the "Plan"). Under the Plan, deferred
fees are credited to a Participant's Standard Account in a Master Trust or
Trusts created by DP&L.

STANDARD DEFERRAL PROVISIONS.

     1.   ELECTION TO PARTICIPATE. I elect to defer _____________ of my [insert
          date] fees pursuant to the Standard Deferral Provisions of the Plan.

     2.   PAYMENTS. Payments shall be made or commence from my Standard Deferral
          Account by no later than the January 31 immediately following (check
          one):

          a. ___  the date I cease to serve as a director;

          b. ___  a specified date, either before or after termination of
                  services as a director (Specify date: ___________); or

          c. ___  at such date as I reach the age at which I can earn
                  unlimited amounts without reduction of benefits under the
                  Social Security Act and the regulations promulgated
                  thereunder.

     Such payments from my account shall be paid as follows (check one):

          a. ___  lump sum payment.

          b. ___  annually over a period of up to twenty years. (Specify number
                  of years __________).

     I request that such payments shall be made in the form of DPL Inc. shares,
rather than cash.

             ___ Yes          ___ No

(Please note that amounts deemed invested in DPL Inc. common shares pursuant to
Section 3(E) of the Plan will be paid in the form of DPL Inc. common shares,
rather than cash.)

     Upon my death (check one):

___  payments to my beneficiary shall continue or commence in the same method to
     be paid to me as elected above.


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<PAGE>

___  payments are to be made to my beneficiary in a lump sum.

DESIGNATION OF BENEFICIARIES

     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:                        _______________________________________

                                    _______________________________________

                                    _______________________________________

                                    _______________________________________


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<PAGE>

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

Name of designated
beneficiary:                        _______________________________________

Address of designated
beneficiary:                        _______________________________________

                                    _______________________________________

                                    _______________________________________


                                    _______________________________________
                                                   Signature

                                    _______________________________________
                                                      Date

     This Election Form was received by the Secretary of DPL on
__________________.

                                          _________________________________
                                                     Secretary


                                       88
<PAGE>

                                    EXHIBIT B

                       THE DAYTON POWER AND LIGHT COMPANY

               1991 AMENDED DIRECTORS' DEFERRED COMPENSATION PLAN

                       STOCK UNIT INVESTMENT ELECTION FORM


     I hereby irrevocably elect to have $__________ of the amount credited to my
Standard Deferral Account under the Plan to be deemed invested, effective as of
[insert date], in Shares in accordance with Section 3(E) of the Plan. Amounts
which are deemed invested in Shares under the Plan will be paid in the form of
Shares, rather than cash.


                                                     ___________________________
                                                        Signature of Director

                                                     ___________________________
                                                                Date


     This Stock Unit Option Election was received by the Secretary of the
Company on ________________.


                                                     ___________________________
                                                              Secretary


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<PAGE>

                                    EXHIBIT C

                       THE DAYTON POWER AND LIGHT COMPANY

               1991 AMENDED DIRECTORS' DEFERRED COMPENSATION PLAN

                         INVESTMENT OPTION ELECTION FORM


     I elect to have amounts credited to my Investment Amount under the Plan to
be deemed invested, effective [insert date], in the following Eligible
Investment Options, as provided in Section 3(F) of the Plan:

                                              Percentage of Investment
                                              Amount Invested (whole
                                              percentage, not less than
Eligible Investment Option                    10%
--------------------------                    -------------------------

Vanguard Index Trust - 500 Portfolio                 _____%

Vanguard Index Trust - Small Cap Stock               _____%
  Portfolio

Vanguard Index Trust - Total International           _____%
  Portfolio

Vanguard Index Trust - Total Bonds                   _____%

(Note: In the absence of any designation with respect to all or any portion of
your Investment Amount, your Investment Amount (or such portion) will be deemed
invested in the Vanguard Index Trust - Total Bonds as provided in Section 3(F)
of the Plan.)

     If the Company and I have entered into a split-dollar life insurance
arrangement, then the Unreimbursed Amount (as defined in the Plan) shall reduce
the amount which would otherwise be deemed invested in Eligible Investment
Options pursuant to Section 3(F) of Plan in the following percentages of the
Unreimbursed Amount:

                                          Percentage of Unreimbursed
                                                    Amount
                                          --------------------------

Vanguard Index Trust - 500 Portfolio                 _____%

Vanguard Index Trust - Small Cap Stock               _____%
  Portfolio

Vanguard Index Trust - Total International           _____%
  Portfolio

Vanguard Index Trust - Total Bonds                   _____%


                                          _______________________________
                                               Signature of Director


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<PAGE>

                                          _______________________________
                                                       Date


     This Investment Option Election was received by the Secretary of the
Company on ________________.


                                          _______________________________
                                                     Secretary


                                   SCHEDULE I


                           ELIGIBLE INVESTMENT OPTIONS


                 Vanguard Index Trust - 500 Portfolio

                 Vanguard Index Trust - Small Cap Stock Portfolio

                 Vanguard Index Trust - Total International Portfolio

                 Vanguard Index Trust - Total Bonds


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