**Exhibit 10(l)**

 

**DPL INC.**

**EXECUTIVE INCENTIVE COMPENSATION PLAN(AS AMENDED AND RESTATED THROUGH DECEMBER 31, 2007)**

 

**ARTICLE I - INTRODUCTION**

 

TheBoard of Directors of DPL Inc. adopted the DPL Inc. Executive IncentiveCompensation Plan (As Amended and Restated Through December 31, 2007) (the“Plan”), effective as of the Effective Date. This amended and restated version of the Plan is effective December 31,2007.

 

The purpose of the Plan isto attract and retain key executives for DPL Inc. and its Subsidiaries and toprovide such persons with incentives for superior performance.

 

**ARTICLE II - DEFINITIONS**

 

**Section 2.1.  **“Board” means the Board ofDirectors of the Company.

 

**Section 2.2.  **“Committee” means the CompensationCommittee of the Board or any other committee appointed by the Board toadminister the Plan.

 

**Section 2.3.  **“Company” means DPL Inc., an Ohiocorporation, and any entity that succeeds DPL Inc. by merger, consolidation,reorganization or otherwise.

 

**Section 2.4.  **“Eligible Executive” means the Company’sChief Executive Officer and each other officer of the Company that theCommittee determines should be an Eligible Executive hereunder.

 

**Section 2.5.  **“Incentive Bonus” shall mean,for each Eligible Executive, a bonus opportunity amount determined by theCommittee pursuant to Article V below.

 

**Section 2.6.  **“Management Objectives” means themeasurable performance objective or objectives established pursuant to thisPlan for Eligible Executives who have received an award pursuant to thisPlan.  Management Objectives may bedescribed in terms of Company-wide objectives or objectives that are related tothe performance of the individual Eligible Executive or of the Subsidiary,division, department, region or function within the Company or Subsidiary in whichthe Eligible Executive is employed.  TheManagement Objectives may be made relative to the performance of othercompanies.  The Management Objectivesapplicable to an award under this Plan will be based on specified levels of orgrowth in one or more criteria 

 

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## such as the following, and other individualperformance criteria specific to the Eligible Executive’s position with theCompany:

 

(a)           Appreciation in value of shares;

 

(b)           Total shareholder return;

 

(c)           Earnings per share;

 

(d)           Operating income;

 

(e)           Net income;

 

(f)            Pretax earnings;

 

(g)           Earnings before interest, taxes,depreciation and amortization;

 

(h)           Pro forma net income;

 

(i)            Return on equity;

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(j)            Return on designated assets;

 

(k)           Return on capital;

 

(l)            Economic value added;

 

(m)          Revenues;

 

(n)           Expenses;

 

(o)           Operating cash flow;

 

(p)           Free cash flow;

 

(q)           Cash flow return on investment;

 

(r)            Operating margin or net profitmargin; or

 

(s)           Any of the above criteria as comparedto the performance of a published or a special index deemed applicable by theBoard, including, but not limited to, the Standard & Poor’s UtilityIndex.

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**Section 2.7.  **“Participation Agreement” means anagreement between the Company and each Eligible Executive that must be executedas a condition of the Eligible Executive’s eligibility for this Plan.

 

**Section 2.8.  **“Plan” means the DPL Inc.Executive Incentive Compensation Plan, as hereinafter set forth and as the samemay from time to time be amended or restated.

 

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**Section 2.9.  **“Subsidiary” means a corporation,partnership, joint venture, unincorporated association or other entity in whichthe Company has a direct or indirect ownership or other equity interest.

 

**ARTICLEIII - ADMINISTRATION OF THE PLAN**

 

The Plan shall beadministered by the Committee, which shall have full power and authority toconstrue, interpret and administer the Plan and shall have the exclusive rightto establish Management Objectives and the amount of Incentive Bonus payable toeach Eligible Executive upon the achievement of the specified ManagementObjectives.

 

**ARTICLEIV - ELIGIBILITY**

 

Eligibility underthis Plan is limited to Eligible Executives designated by the Committee in itssole and absolute discretion who have each executed a Participation Agreement.

 

**ARTICLEV - AWARDS**

 

Not later than the90th day of each fiscal year of the Company, the Committee shall establish theManagement Objectives and the relative weight assigned thereto for eachEligible Executive and the amount of Incentive Bonus payable (or formula fordetermining such amount) upon full achievement of the specified ManagementObjectives.  Guidelines for the weightingof the Management Objectives and the formula for determining the amount of thetarget bonus are set forth on **Schedule A**attached hereto.  The Committee mayfurther specify in respect of the specified Management Objectives a minimumacceptable level of achievement below which no Incentive Bonus payment will bemade and/or a maximum level of achievement above which no additional IncentiveBonus payments will be made, and shall set forth a formula for determining theamount of any payment to be made if performance is at or above the minimumacceptable level but falls short of full achievement of the specifiedManagement Objectives, or if performance is at or above full achievement of thespecified Management Objectives but below the maximum level of achievement. ** **The Committee maymodify the terms of awards established pursuant to this Article V in itssole discretion to achieve the purposes of the Plan.

 

**ARTICLEVI - COMMITTEE DETERMINATIONS**

 

As soon asreasonably practicable after the end of each fiscal year of the Company, but inany event at a time that will permit payment by the date specified in Article VII,the Committee shall determine for such fiscal year whether the ManagementObjectives have been achieved, each Eligible Executive’s individualcontribution factor and the amount of the Incentive Bonus to be paid to eachEligible Executive who remains employed by the Company as of the last date ofsuch fiscal year, provided, however, in no event shall any Incentive Bonus bepayable for any fiscal year in which

 

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the Company has reduceddividends payable on its shares.  TheCommittee may make such adjustments in its determination of Incentive Bonusamounts as it determines to be appropriate in its discretion.

 

**ARTICLEVII - PAYMENT OF INCENTIVE BONUSES**

 

Subject to a validelection made by an Eligible Executive with respect to the deferral of all or aportion of his or her Incentive Bonus pursuant to a deferred compensation planmaintained by the Company, an Incentive Bonus earned during a fiscal year shallbe paid in cash between January 1 and March 15 of the fiscal yearfollowing the fiscal year in which such Incentive Bonus is earned.

 

**ARTICLEVIII - MISCELLANEOUS**

 

**Section 8.1.  **Amendment of Plan. The Committee may at any time amend any or all of the provisions of thisPlan. A proper amendment of this Plan automatically shall effect acorresponding amendment to all Participants’ rights hereunder.

 

**Section 8.2.  **No Right to Bonus or Continued Employment. Neither the establishment of the Plan, the provision for or payment ofany amounts hereunder nor any action of the Company, the Board or the Committeewith respect to the Plan shall be held or construed to confer upon any person (a) anylegal right to receive, or any interest in, an Incentive Bonus or any otherbenefit under the Plan or (b) any legal right to continue to serve as anofficer or employee of the Company or any Subsidiary of the Company.

 

**Section 8.3.  **Withholding. The Company shall have the right to withhold, or require an EligibleExecutive to remit to the Company, an amount sufficient to satisfy anyapplicable federal, state, local or foreign withholding tax requirementsimposed with respect to the payment of any Incentive Bonus.

 

**Section 8.4.  **Nontransferability. Except as expressly provided by the Committee, the rights and benefitsunder the Plan shall not be transferable or assignable other than by will orthe laws of descent and distribution.

 

**Section 8.5.  **Effective Date. This Plan shall become effective for bonuses earned in years beginningwith the year 2006.

 

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**Schedule A**

 

**(As Amended October 26,2007)**

 

The following are guidelines to be followed by the Committee inestablishing the Management Objectives and their relative weightings, thetarget bonuses, and the individual contribution factors for the EligibleExecutives:

 

(a)           Establishment ofManagement Objectives and their Relative Weightings: The ManagementObjectives selected by the Committee shall fall under two broad categories: (i) corporateobjectives (“Corporate Objectives”) and (ii) business unit and functionalobjectives (“Functional Objectives”). The Committee shall assign a relative weighting of at least 50% toCorporate Objectives and the remainder to Functional Objectives.  The Committee shall develop aperformance/payout schedule for the Corporate Objectives and the FunctionalObjectives that specifies performance targets and their corresponding payoutsat threshold, target and maximum levels, with threshold payouts set at 50% of targetand maximum payouts set at 200% of target.

 

(b)           Determination ofTarget Bonus:  The amount of anEligible Executive’s target bonus shall be based on a percentage of theEligible Executive’s base salary for the fiscal year.  In no event will the percentage be less thanthe factor set forth below:

 
| **Participant’s  Position**                                | ** ** | **Factor** | ** ** |
|-----------------------------------------------------------------|------------|------------|------------|
| President and Chief  Executive Officer                          |       | 60         | %          |
| Senior Vice President,  Generation and Marketing                |       | 50         | %          |
| Senior Vice President,  Service Operations                      |       | 40         | %          |
| Vice President,  Commercial Operations                          |       | 40         | %          |
| Senior Vice President  and Chief Financial Officer              |       | 50         | %          |
| Senior Vice President,  General Counsel and Corporate Secretary |       | 40         | %          |
| Senior Vice President,  Corporate and Regulatory Affairs        |       | 35         | %          |
| Senior Vice President,  Human Resources                         |       | 35         | %          |
| Vice President and  Treasurer                                   |       | 35         | %          |
| Vice President and  Chief Accounting Officer                    |       | 30         | %          |
| Director, Internal  Audit                                       |       | 25         | %          |

 

(c)           Determination ofIndividual Contribution Factor: Each year the Committee will assign anindividual contribution factor to each Eligible Executive, which shall rangefrom 0.5 to 1.50.  If the Company mustreduce dividends in a fiscal year, the Company will not pay any portion of anaward for that particular year.

 

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