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EXHIBIT 10(D)

                       THE DAYTON POWER AND LIGHT COMPANY

                             KEY EMPLOYEES DEFERRED
                                COMPENSATION PLAN

                     (AS AMENDED THROUGH DECEMBER 31, 2000)


1.   GENERAL.

     Effective January 1, 1991, this document ("Plan"), which supersedes the
Deferred Compensation Plan for Key Employees of The Dayton Power and Light
Company as in effect on September 1, 1985, as amended effective January 1, 1989
(the "Prior Plan"), continues a program established for the purpose of providing
deferred compensation for a select group of management employees.

2.   DEFINITIONS.

     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" means 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 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,


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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. "Compensation" means amounts payable by the Company to a Participant in
the form of salary and/or incentive awards.

     G. "Deferral Form" means the form attached hereto as Exhibit A (or such
other form as the Committee may designate from time to time) or any forms filed
under the Prior Plan pursuant to which a Participant (hereinafter defined) may
elect to defer his/her Compensation.

     H. "Election Form" means the form attached hereto as Exhibit A (or such
other form as the Committee may designate from time to time) pursuant to which a
Participant may elect the form and timing of payments under this Plan.

     I. "Eligible Participant" means any Participant who is employed by the
Company as of October 1, 1996 or at any time thereafter.


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     J. "Other Participant" means any Participant whose employment with the
Company terminated (by reason of retirement or otherwise) prior to October 1,
1996.

     K. "Participant" means any officer or management key employee of the
Company designated by the CEO prior to a Change of Control.

     L. "Unreimbursed Amount" means, at any time as to any Eligible Participant
who, either directly or through any affiliate, including through a trust
established by such Eligible Participant, has entered into a split-dollar life
insurance arrangement with the Company, the amount of such Eligible
Participant's or affiliate's then obligation to reimburse the Company under such
split-dollar arrangement for life insurance premiums paid by the Company.

3.   ELECTION TO DEFER AND ACCOUNT DESIGNATION.

     A. ELECTION TO DEFER. The Company has established a Standard Deferral
Account for each Participant to which (i) deferred Compensation has been or will
be credited from time to time pursuant to Section 3(B) hereof and (ii) in the
case of certain of the Participants, amounts have been credited pursuant to the
second, third and fourth paragraphs of this Section 3(A). By delivering a
Deferral Form to the Secretary of the Company on or before December 31 preceding
the calendar year such election is to be effective, a Participant may elect to
defer Compensation relating to all future services, until such election is
terminated in accordance with Section 6.

     Prior to December 31, 1999, Supplementary Deferral Accounts had been
established under the Plan for certain Participants. Effective as of December
31, 1999, the present value, as determined by the Committee, of a Participant's
Supplementary Deferral Account was credited to the Standard Deferral Account of
such Participant. Accordingly, effective as of December 31, 1999, the
Supplementary Deferral Accounts were terminated and no amounts are credited
thereto.

     In addition, effective as of January 1, 2000, the participation in the
Company's Supplemental Executive Retirement Plan (the "SERP") by certain of the
Participants (the "Former SERP Participants") was terminated and, in connection
therewith, the present value, as determined by the Committee, of a Former SERP
Participant's accrued benefits under the SERP was credited to the Standard
Deferral Account of such Former SERP Participant (the amount so credited to the
Standard Deferral Account of a Former SERP Participant is hereinafter referred
to as the "SERP Amount").

     Moreover, prior to December 31, 1999, certain participants (the "Electing
Participants") in the Company's Management Stock Incentive Plan (the "MSIP")
elected, as permitted by the MSIP, to convert a portion of their Earned Stock
Incentive Units under the MSIP into cash and the amount each Electing
Participant so elected to convert to cash was credited to the Standard Deferral
Account of such Electing Participant


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under the Plan; further, as provided in Sections 8(e) and 10(b) of the MSIP, in
the event the common shares of DPL Inc. cease to be listed on the New York Stock
Exchange, or upon termination of a Participant's employment after a Change of
Control, additional amounts may be credited to a Participant's Standard Deferral
Account from the MSIP.

     B. STANDARD DEFERRAL ACCOUNT. All deferred amounts will be credited to each
Participant's Standard Deferral Account. The Participants' Standard Deferral
Accounts are established only as a mechanism for measuring the potential amount
of cash or shares of DPL Inc. common stock which may be distributed under the
Plan. DP&L shall retain beneficial ownership of all amounts credited to
Participants' Standard Deferral Accounts and such deferred amounts will be
subject to the claims of DP&L's creditors. No Participant or beneficiary has any
property interest in deferred amounts or in any specific assets of the Company.

     C. INTEREST ON STANDARD DEFERRAL ACCOUNTS. For purposes of measuring the
amounts which may be distributed under the Plan to the Participants, for periods
prior to January 1, 2001, the Company credited interest to the Standard Deferral
Account of each Other Participant 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 the
Standard Deferral Account of each Other Participant 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 Participant and shall be
deemed reinvested in the Bond Fund.

     D. EARNINGS ON STANDARD DEFERRAL ACCOUNTS OF ELIGIBLE PARTICIPANTS. For
purposes of measuring the amounts which may be distributed under the Plan to
Eligible Participants, all amounts credited to the Standard Deferral Account of
an Eligible Participant as of January 1, 1997 and all amounts thereafter
credited to the Standard Deferral Account of an Eligible Participant pursuant to
Section 3(A), together with the amount of any dividends, interest, distributions
or other amounts credited to such Standard Deferral Account pursuant to this
Section 3(D), shall be deemed invested in such "Eligible Investment Options" as
such Eligible Participant may designate from time to time as provided herein.
For purposes of the Plan, "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 Participants.

     Subject to Section 3(E) hereof, each Eligible Participant shall have the
option, by delivering to the Secretary


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of Company a completed Investment Option Election Form in the form attached
hereto as Exhibit B (or such other form as the Committee may designate from time
to time) on or prior to each such date 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 such Eligible
Participant's Standard Deferral Account which shall be deemed invested in each
Eligible Investment Option as of such Election Date. Any such designation by an
Eligible Participant shall remain in effect until changed in accordance with the
preceding sentence or as provided in Section 3(E) hereof. Subject to Section
3(E) hereof, any increase in the percentage of an Eligible Participant's
Standard Deferral Account deemed invested in an Eligible Investment Option
effected on any Election Date shall be deemed to be a purchase of such Eligible
Investment Option and any decrease in the percentage of an Eligible
Participant's Standard Deferral Account 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 Participant with respect to
all or any portion of his Standard Deferral Account, such Standard Deferral
Account (or such portion) shall be deemed invested in the Bond Fund (as defined
in Section 3(C) above), and the Bond Fund shall be an Eligible Investment Option
for such Eligible Participant. 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 Participant's
Standard Deferral Account is deemed invested shall be credited to such Eligible
Participant'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 Participants. To the extent
that the Company does, in its discretion, purchase or hold any of the Eligible
Investment Options designated by Eligible Participants, 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 Participant's
Standard Deferral Account, and no Participant shall have any property interest
therein or claim thereto.

     E. 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 Participant's designation of an Private Equity Investments as one of
his or her Eligible Investment Options pursuant to Section


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3(D) hereof. Without limitation, these procedures may include the following:

                    (i) Limiting the right of an Eligible Participant to
               designate a Private Equity Investment to those Eligible
               Participants (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 Participant'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;

     (iii) Restricting or eliminating an Eligible Participant'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 Participant, of all or a
           portion of an Eligible Participant'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 Participant's other Eligible
           Investment Options);

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

In addition, notwithstanding anything in Section 4 hereof to the contrary, and
     notwithstanding any payment election specified in such Eligible
     Participant's Election Form, the Committee may, in its sole discretion,
     defer payment of any amounts credited to an Eligible Participant'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 Participant'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.

     F. UNREIMBURSED AMOUNTS. Notwithstanding any other provision of the Plan,
in the event that there exists an Unreimbursed Amount as to an Eligible
Participant, the Unreimbursed Amount of such Eligible Participant in effect from
time to time shall reduce the amount of such Eligible Participant's Standard
Deferral Account which would otherwise be deemed invested in Eligible Investment
Options pursuant to


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Section 3(D) in the manner designated by such Eligible Participant in the
Investment Election 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(D).

4.   PAYMENTS UNDER THE PLAN.

     A. STANDARD DEFERRAL ACCOUNT. Subject to Section 3(E) hereof, amounts
credited to a Participant's Standard Deferral Account, together with accumulated
earnings, will be distributed in a lump sum 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:

               (i) The date, either before or after the termination of the
          Participant's employment, specified by the Participant in the Election
          Form; or

               (ii) Notwithstanding any provision to the contrary, no later than
          the date a Participant reaches an age at which the Participant may
          earn unlimited amounts without reduction of benefits under the Social
          Security Act and the regulations promulgated thereunder;

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 Participant's Standard Deferral Account have been paid
in full.

     For purposes of any distribution pursuant to this Section 4(A), the amount
credited to an Eligible Participant's Standard Deferral Account on any date
shall be equal to 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 Participants' Standard Deferral
Account is deemed to be invested on such date pursuant to Section 3(D) and, in
the case of a partial distribution from an Eligible Participant's Standard
Deferral Account, the amount of such distribution shall proportionately reduce
the amount which is deemed invested in each Eligible Investment Option pursuant
to Section 3(D).

     Notwithstanding any other provision of the Plan (other than Section 4(C))
or any election made by a Former SERP Participant under the Plan or in any
Election Form, no Former SERP Participant shall in any event be entitled to
receive any payment under the Plan with respect to such Former SERP
Participant's SERP Amount (or any earnings thereon) if, at the time of any such
payment, and after giving effect thereto, the aggregate amount paid to such
Former SERP Participant under the Plan with respect to such SERP Amount (and
earnings) would exceed the aggregate amount which would have been paid to such
Former


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SERP Participant if such SERP Amount had been paid to such Former SERP
Participant in three equal annual installments commencing on January 1, 2001.
Notwithstanding the foregoing, any Former SERP Participant may receive payment
of his SERP Amount (and earnings thereon) in accordance with Section 4(C).

     B. PAYMENT IN CASH OR STOCK. All distributions from a Participant's
Standard Deferral Account will be paid in cash unless, within 30 days before
each scheduled date for distribution of benefits, such Participant files an
election with the Secretary of the Company to have benefits payable in the form
of shares of DPL Inc.'s common stock.

     Subsequent installments, if any, will be paid annually or quarterly, as
elected by the Participant, as specified in the Election Form, until the entire
amount credited to his/her accounts are paid. Shares of DPL Inc.'s common stock
will be valued at their closing sales price on the New York Stock Exchange
Composite Transaction Tape on the date a cash payment would otherwise have been
paid. (If no sale occurs on such date, the common shares shall be valued on the
next preceding date on which a sale occurs). As soon as practical thereafter,
DPL Inc. will issue and deliver that number of shares of DPL Inc.'s common stock
equal in value to the amount of the payment, divided by the determined price of
such common shares; provided, however, that DPL Inc. will not be obligated to
issue and deliver fractional shares and, in lieu thereof, the Participant shall
receive cash.

     C. EARLY DISTRIBUTION. A Participant may in no event receive a distribution
of all or a portion of amounts credited to his Standard Deferral Account prior
to the time that the Participant elected to receive such amounts pursuant to the
Plan. Notwithstanding the foregoing: (i) the CEO may, upon receiving a written
request from the Participant or his or her beneficiary as provided in Section 5
hereof in the event of the death of a Participant, upon determining that a
distribution is in the best interest of the Company and the Participant (or his
or her beneficiary) taking into account the financial condition of each,
distribute all or a portion of the amount credited to the Participant's Standard
Deferral Account; and (ii) upon written request by a Participant to receive his
entire account balance in the Plan made at any time after termination of his or
her employment (or consultation arrangement) with DP&L or DPL Inc., for any
reason, after a Change of Control, the amount credited to such Participant's
Standard Deferral Account shall be paid to such Participant in a lump sum within
ten (10) days after the date of such written request, provided that the
Participant shall be entitled to only 90% of such account balance and shall
irrevocably forfeit 10% of such account balance by making the withdrawal.

     D. 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 Participant.

     E. 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
Participant's Standard


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Deferral Account may, at the request of such Eligible Participant 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 Participant under the Plan. For
purposes of making any such distribution, 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 Participant 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 Participants. 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 Participant's
Standard Deferral Account and no Participant shall have any property interest
therein or claim thereto.

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

     G. LUMP SUM DISTRIBUTION IN CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision of the Plan or any election made by a Participant in an Election
Form, in the event that, at the time of the termination of a Participant's
employment or at any time thereafter, the amount then credited to such
Participant's Standard Deferral Account is less than $100,000, then the Company
may, at its option, distribute to such Participant in a single lump sum payment
the entire amount then credited to such Participant's Standard Deferral Account.

5.   PAYMENTS IN THE EVENT OF DEATH.

     A. DESIGNATION OF BENEFICIARY. On his/her Election Form, each Participant
will designate one or more beneficiaries to whom payments will be made in the
event of his/her death. The Participant may change the beneficiary without the
beneficiary's consent; however, no change will be effective until received in
writing by the Committee (or its delegate) or, in the event of a


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Change of Control, by the Trustees of the Master Trust(s) pursuant to which
benefits under the Plan are being funded. If a beneficiary survives the
Participant, all amounts credited to such Participant's account will be paid to
the designated beneficiary or his estate as provided below. If a Participant has
not designated a beneficiary, or the designated beneficiary does not survive the
Participant, then the unpaid deferred amounts will be paid to the Participant's
estate.

     B. PAYMENT TO DESIGNATED BENEFICIARY. If a Participant dies before payment
of all deferred amounts credited to his/her Standard Deferral Account, amounts
so credited will be paid as directed by the Participant on his/her Election
Form.

6.   TERMINATION OR MODIFICATION OF ELECTION.

     In any year, a Participant 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 compensation payable after such effective date. Amounts
credited to a Participant's accounts prior to the effective date of any
termination or modification will not be affected and will be paid in accordance
with Sections 4 and 5.

7.   MASTER TRUSTS.

     A. PARTICIPANT'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
Participants 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 DPL Inc.'s common
shares as the Company has determined to be equal to the value of all currently
vested or earned benefits of the Participants under the Plan. Pursuant to one or
more of the Master Trusts, each Participant 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 DPL Inc.'s common shares which
the Company is required to make to the Master Trusts pursuant to Section 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 of DPL Inc.'s
common stock as it shall determine to be equal to the value of benefits of
Participants 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 DP&L's creditors. No Participant or beneficiary has or will
have any


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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.D. hereof, shall automatically be transferred to the Trustees of
each Master Trust to the extent that 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 Participants' Standard Deferral Accounts, including
accumulated earnings.

9.   NOTICES.

     Any notice, election or any request required or permitted hereunder, which
is to be mailed 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 the 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 Participants, but no
such change shall be deemed to be effective until notice thereof is actually
received by the Participant to whom it is directed.

10.  NONASSIGNABILITY.

Neither a Participant, nor his beneficiary, nor any other individual shall have
     any right by way of anticipation or otherwise to alienate, sell, transfer,
     assign, pledge, charge


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     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 Participant or of the beneficiary, spouse
     or former spouse of any Participant or of any other person or entity.

11.  INTERPRETATION AND AMENDMENT.

     This Plan will be administered by the Committee. The decision of the
Committee with respect to the administration or interpretation of the Plan will
be final and binding. The Committee reserves the right, prior to a Change in
Control, to amend, modify or terminate the Plan; provided, however, that (i) no
amendment, modification or termination of the Plan shall affect 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 Participant prior to any such amendment,
modification or termination without the prior written consent of such
Participant, and (ii) following a Change of Control the Committee's discretion
will be exercised as provided in Section 8.A hereof; provided further that the
Trustees 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.

     Participants 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 of DPL Inc. common stock, if any, are distributed to the
respective Participants.

14.  NO RIGHT TO EMPLOYMENT.

Nothing in the Plan shall confer upon any Participant the right to continued
     employment with the Company, nor shall it interfere with the rights of the
     Company to discharge any person and/or to treat him without regard to the
     effect which such treatment might have upon him as a person covered by this
     Plan.

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

                       KEY EMPLOYEES DEFERRED COMPENSATION

                           DEFERRAL AND ELECTION FORM


DEFERRAL INSTRUCTIONS:

     A key employee may defer compensation pursuant to the provisions of the Key
Employees Deferred Compensation Plan (the "Plan"). Amounts deferred under the
Plan will be paid in accordance with the Participant's Election as provided
below to the extent that it is consistent with the terms and conditions of the
Plan.


STANDARD DEFERRAL ACCOUNT
ELECTION TO PARTICIPATE:

     I elect to defer the following percentage or dollar amount of my [insert
date] compensation pursuant to the Standard Deferral Provisions of the Plan.

         Base Salary                $_______________ or ___________%

         Incentive Compensation     $_______________ or ___________%


ELECTION (PAYMENT) INSTRUCTIONS:

STANDARD DEFERRAL ACCOUNT

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

        a. ___  a specified date either before or after termination of
                employment (Specify Date: ___________); or

        b. ___  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; or


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<PAGE>

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

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

           ___  Yes        ___  No

     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.

           ___  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:                        ______________________________

                                    ______________________________

                                    ______________________________

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

Name of designated
beneficiary:                        ______________________________

Address of designated
beneficiary:                        ______________________________

                                    ______________________________

                                    ______________________________


                                    ______________________________
                                     Signature of Executive

                                    ______________________________
                                     Date


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<PAGE>

     This Deferral and Election Form was received by the Secretary of the
Company on ___________________________.


                                    ______________________________
                                    Secretary


                                      120
<PAGE>

                                    EXHIBIT B

                       THE DAYTON POWER AND LIGHT COMPANY

                    KEY EMPLOYEES DEFERRED COMPENSATION PLAN

                         INVESTMENT OPTION ELECTION FORM


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

                                                    Percentage of Standard
                                                   Deferral Account Invested
                                                    (whole percentages, not
Eligible Investment Option                              less than 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 Standard Deferral Account, your Standard Deferral Account (or such portion)
will be deemed invested in the Vanguard Index Trust - Total Bonds as provided in
Section 3(D) 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 the following Eligible
Investment Options in the following percentages of the Unreimbursed Amount:

                                                         Percentage of
                                                         Unreimbursed
Eligible Investment Option                                  Amount
--------------------------                               -------------

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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<PAGE>

                                    ______________________________
                                    Signature of Executive

                                    ______________________________
                                    Date

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


                                    ______________________________
                                    Secretary


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<PAGE>

                                   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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