**Exhibit 10(v)**

** **

**DPL****INC.**

**PARTICIPATIONAGREEMENT AND WAIVER**

 

This PARTlClPATlONAGREEMENT AND WAIVER (“Agreement”) is entered into this 23rd day of February 2006(the “Effective Date’) among DPL Inc., an Ohio corporation (“DPL”), The DaytonPower and Light Company, an Ohio corporation (“DP&L”), and Miggie E.Cramblit (“Executive”).

 

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

 

WHEREAS, the Programprovides benefits pursuant to the following plans which have been approved bythe Compensation Committee of the Board of Directors of DPL (the “Committee”)and adopted by the Board of Directors of DPL (the “Board”): the DPL Inc.Severance Pay and Change of Control Plan, the DPL Inc. Supplemental ExecutiveDefined Contribution Retirement Plan, the DPL Inc. 2006 Equity andPerformance Incentive Plan (“EPIP”), and the DPL Inc. ExecutiveIncentive Compensation Plan (collectively, the “Plans”);

 

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

 

WHEREAS, Executivepreviously entered into an Employment Agreement and a Change ofControl Letter Agreement with DPL and DP&L (collectively,the “Company”), both dated June 9, 2003 (the “PriorAgreements”);

 

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.    ThisAgreement is effective on the date hereof and willcontinue in effect as provided herein.

 

2.**            **Participationin the Plans.    DPL confirms that Executive (a) hasbeen designated by the Committee and the Board to participate in each of the Plans pursuantto the terms thereof, contingent on her execution ofthis Agreement and, with respect to the EPIP, itsapproval by the shareholders of the Company at their annualmeeting on April 26, 2006, and (b) is eligible toreceive additional benefits as such are provided to other similarly situatedemployees of the Company from time to time.

 

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

 

4.             Perquisite Allowance.    Byexecuting this Agreement, Executive shall be entitled to receive a perquisiteallowance in the amount of $20,000 per year (the “Perquisite Allowance”), for each year that (a) Executive remains designated by the Committee aseligible to receive the Perquisite Allowance and (b) DPL continues to makethe Perquisite Allowance available to executive-level employees of the Company.Executive has been designated by the Committee as eligible to receive thePerquisite Allowance for 2006. The Perquisite Allowance for 2006 shall be paidas soon as practicable after the Effective Date. The Perquisite Allowance foryears after 2006 shall be paid to Executive as soon as practicable after theCommittee designates Executive as eligible to receive the Perquisite Allowancefor that year. The Perquisite Allowance will not be deemed “compensation,” asthat term is defined under any of the Plans, nor under any other plan,practice, program or policy of the Company or any of its affiliates, as in effect fromtime to time.

 

5.**            **Non-Solicitation.    Asa condition to her eligibility to participate in the Program, Executivehereby agrees that during her employment and for a period of two yearsfollowing her termination of employment with the Company, Executive will not (a) solicit foremployment with herself or any firm or entity with which she is associated, anyemployee of DPL, its subsidiaries or affiliates, or otherwise disrupt, impair,damage or interfere with DPL’s, its subsidiaries’ oraffiliates’ relationships with their employees or (b) solicit forExecutive’s own behalf or on behalf of anyother person(s), any retail customer of DPL, its subsidiaries or affiliates,that has purchased products or services from the DPL, itssubsidiaries or affiliates, at any time (i)with respect to solicitation during employment, during the Executive’s employment or (ii) withrespect to solicitation after termination of employment, in the twelve monthspreceding the date on which Executive’s employment with DPL, itssubsidiaries or affiliates is terminated or that DPL, its subsidiaries oraffiliates are actively soliciting or have known plans to solicit, for thepurpose of marketing or distributing any product, pricing or service competitivewith any product, pricing or service then offered by DPL, itssubsidiaries or affiliates or which DPL,its subsidiaries or affiliates have known plans to offer.

 

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

 

**[SIGNATURES ON FOLLOWING PAGE]**

 

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

 
|   | DPL  INC.                          |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ James V. Mahoney |
|   |                               | Name: James V. Mahoney |
|   |                               | Title: President and CEO |
|   |                               |
|   |                               |
|   | THE DAYTON POWER  AND LIGHTCOMPANY |
|   |                               |
|   |                               |
|   | By:                                | /s/ James V. Mahoney |
|   |                               | Name: James V. Mahoney |
|   |                               | Title: President and CEO |
|   |                               |
|   |                               |
|   | /s/ Miggie E. Cramblit             |
|   | Miggie E. Cramblit                 |

 

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