**Exhibit 10(x)**

 

**DPL****INC.**

**PARTICIPATION AGREEMENT**

 

ThisPARTICIPATION AGREEMENT (“Agreement”) is enteredinto this 13th day of January 2007(the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The DaytonPower and Light Company, an Ohio corporation (“DP&L”) (collectively, the “Company”),and Daniel J. McCabe (“Executive”).

 

WHEREAS, DPL has anexecutive 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 andChange of Control Plan, the DPL Inc. Supplemental Executive Defined ContributionRetirement Plan, the DPL Inc. 2006 Equity andPerformance Incentive Plan, the DPL Inc. Executive Incentive Compensation Plan(the “EICP”), the DPL Inc. 2006 DeferredCompensation Plan for Executives and the DPL Inc. Pension RestorationPlan (collectively, the “Plans”);

 

WHEREAS, Executive’sparticipation in the Plans and eligibility for the benefits provided thereunderrequires execution of this Agreement; and

 

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

 

NOW THEREFORE, inconsideration of the promises and agreements contained herein and other goodand valuable consideration, the sufficiency and receipt of which arehereby acknowledged, and intending to be legallybound, Executive agrees as follows:

 

1.**            **Effective Date.    ThisAgreement is effective on the Effective Date and will continue in effect as providedherein.

 

2.             Participation in the Plans.    DPLconfirms that Executive has been designated by the Committee and the Board toparticipate in each of the Plans pursuant to the terms thereof as of the date Executivecommences his employment, contingent on his execution of this Agreement.Executive is eligible to receive additional benefits as such are provided toother similarly situated employees of the Companyfrom time to time.

 

3.             Perquisite Allowance.    Byexecuting this Agreement, Executive shall be entitled to receive a perquisiteallowance in the amount of $20,000 per year (the “Perquisite Allowance”), foreach year that (a) Executive remains designatedby the Committee as eligible to receive thePerquisite Allowance and (b) DPL continues to make the PerquisiteAllowance available to executive-level employees of the Company. Executive hasbeen designated by the Committee as eligible to receive the PerquisiteAllowance for 2007. The Perquisite Allowance for 2007 shall be paid as soon aspracticable after the commencement of Executive’s employment but no later than 30 days afterexecutive commences employment. The Perquisite Allowance for years after 2007 shall be paid to

 

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Executive as soon aspracticable after the Committee designates Executive as eligible to receive thePerquisite Allowance for that year. The PerquisiteAllowance will not be deemed “compensation,” as that term is defined under anyof the Plans, nor under any other plan, practice, program or policy of theCompany or any of its affiliates, as in effect from time to time.

 

5.             Signing Bonus.    Byexecuting this Agreement, Executive shall be entitled to receive a one-timesigning bonus in the amount of $50,000 (the “SigningBonus”). The Signing Bonus shall be paid in a lump sum within ten(10) business days after the commencement of Executive’semployment.

 

6.             Non-Solicitation.    Asa condition to his eligibility to participate in the Program, Executivehereby agrees that during his employment and for a period of two yearsfollowing his termination of employment with the Company, Executive will not (a) solicit foremployment with himself or any firm or entity with which he is associated, anyemployee of the Company, its subsidiaries or affiliates, or otherwise disrupt,impair, damage or interfere with the Company’s, its subsidiaries’ or affiliates’relationships with their employees or (b) solicit for Executive’s ownbehalf or on behalf of any other person(s), any retail customer of the Company,its subsidiaries or affiliates, that has purchased products or services fromthe Company, its subsidiaries or affiliates, at any time (i) with respect tosolicitation 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 the Company, itssubsidiaries or affiliates is terminated or that the Company, itssubsidiaries or affiliates are actively soliciting or haveknown plans to solicit, for the purpose of marketing or distributingany product, pricing or service competitive with any product, pricing or servicethen offered by the Company, its subsidiaries or affiliates or which theCompany, its subsidiaries or affiliates have known plans tooffer.

 

**[Signatures****on****the****Following****Page]**

 

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INWITNESS WHEREOF, theparties heretohave executedthis Agreementon thedate firstwritten above.

 

 
|   | DPL  INC. and                        |
|--------|--------------------------------------|
|   | THE DAYTON POWER  AND LIGHT  COMPANY |
|   |                                 |
|   |                                 |
|   | By:                                  | /s/ Paul M. Barbas |
|   |                                 | Paul M. Barbas |
|   |                                 | President and Chief  Executive Officer |
|   |                                 |   |
|   |                                 |   |
|   |                                 | /s/ Daniel J. McCabe |
|   |                                 | Daniel J. McCabe |

 

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