**Exhibit 10(p)**

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**DPL INC.**

**SUPPLEMENTAL EXECUTIVE DEFINED CONTRIBUTIONRETIREMENT PLAN**

**(AS AMENDED AND RESTATED THROUGH DECEMBER 31,2007)**

 

DPL Inc. adopted the DPL Inc. Supplemental Executive DefinedContribution Retirement Plan on the terms and conditions described hereunder,originally effective as of January 1, 2006.  The Plan is hereby amended and restated as ofDecember 31, 2007.

 

# **ARTICLE I - PREFACE**

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## **Section 1.1  **EffectiveDate.  The original effective date ofthe Plan is January 1, 2006.  ThePlan is amended and restated, effective December 31, 2007.

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## **Section 1.2  **Purposeof the Plan.  The purpose of thisPlan is to provide additional retirement benefits beyond the dollar limitationon Compensation imposed under Section 401(a)(17) of the Internal RevenueCode of 1986, as amended (the “Code”).

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## **Section 1.3.  **Section 409Aof the Code.  It is intended that thePlan (including all amendments thereto) comply with the provisions of Section 409Aof the Code, so as to prevent the inclusion in gross income of any retirementbenefit accrued hereunder in a taxable year that is prior to the taxable yearor years in which such amount would otherwise be actually distributed or madeavailable to the Participants.  It isintended that the Plan shall be administered in a manner that will comply with Section 409Aof the Code, including regulations or any other formal guidance issued by theSecretary of the Treasury and the Internal Revenue Service with respect thereto(collectively, the “409A Guidance”).

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## **Section 1.4.  **Interpretation.  For purposes of interpreting the provisionsof this Plan, the singular shall include the plural unless otherwise clearlyrequired by the context.

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# **ARTICLE II - DEFINITIONS**

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## **Section 2.1.  **“Account”means the notional account maintained by the Company in accordance with Section 4.1.

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## **Section 2.2.  **“Beneficiary”means the person or persons designated by the Participant as his or herBeneficiary under this Plan, in accordance with the provisions of Article VIIhereof.

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## **Section 2.3.  **“Board”means the Board of Directors of the Company.

 

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## **Section 2.4.  **“Changeof Control” means the consummation of any Change of Control of the Company,or its principal subsidiary, The Dayton Power and Light Company (“DP&L”),of a nature that would be required to be reported in response to Item 6(e) ofSchedule 14A of Regulation 14A promulgated under the Securities Exchange Act of1934, as amended (the “Exchange Act”) as determined by the Board in its solediscretion; provided that, without limitation, such a Change of Control shallbe deemed to have occurred if:

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### (a)     any“Person” (as such term is defined in Sections 13(d) or 14(d)(2) of the Exchange Act;hereafter, a “Person”) is on the date hereof or becomes the beneficial owner,directly or indirectly, of securities of the Company or DP&L representing (I) 25%or more of the combined voting power of the then outstanding Voting Stock ofthe Company or DP&L if the acquisition of such beneficial ownership is notapproved by the Board prior to the acquisition or (II) 50% or more of suchcombined voting power in all other cases;

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#### (i)     forpurposes of this Section 2.4, the following acquisitions shall notconstitute a Change of Control: (A) any acquisition of Voting Stock of theCompany or DP&L directly from the Company or DP&L that is approved by amajority of those persons serving as directors of the Company or DP&L onthe date of this Plan (the “Original Directors”) or their Successors (asdefined below), (B) any acquisition of Voting Stock of the Company orDP&L by the Company or any Subsidiary, and (C) any acquisition ofVoting Stock of the Company or DP&L by the trustee or other fiduciaryholding securities under any employee benefit plan (or related trust) sponsoredor maintained by DPL or any Subsidiary (the term “Successors” shall mean thosedirectors whose election or nomination for election by shareholders has beenapproved by the vote of at least two-thirds of the Original Directors andpreviously qualified Successors serving as directors of the Company orDP&L, as the case may be, at the time of such election or nomination forelection);

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#### (ii)     ifany Person is or becomes the beneficial owner of 25% or more of combined votingpower of the then-outstanding Voting Stock of the Company or DP&L as aresult of a transaction described in clause (A) of Section 2.4(a)(i) aboveand such Person thereafter becomes the beneficial owner of any additionalshares of Voting Stock of the Company or DP&L representing 1% or more ofthe then-outstanding Voting Stock of the Company or DP&L, other than in anacquisition directly from the Company or DP&L that is approved by amajority of the Original Directors or their Successors or other than as aresult of a stock dividend, stock split or similar transaction effected by theCompany or DP&L in which all holders of Voting Stock of the Company orDP&L are treated equally, such subsequent acquisition shall be treated as aChange in Control;

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#### (iii)     aChange in Control will not be deemed to have occurred if a Person is or becomesthe beneficial owner of 25% or more of the Voting Stock of the Company orDP&L as a result of a reduction in the number of shares of Voting Stock ofthe Company or DP&L outstanding pursuant to a transaction or 

 

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#### series of transactions that isapproved by a majority of the Original Directors or their Successors unless anduntil such Person thereafter becomes the beneficial owner of any additionalshares of Voting Stock of the Company or DP&L representing 1% or more ofthe then-outstanding Voting Stock of the Company or DP&L, other than as aresult of a stock dividend, stock split or similar transaction effected by theCompany or DP&L in which all holders of Voting Stock are treated equally;and

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#### (iv)     ifat least a majority of the Original Directors or their Successors determine ingood faith that a Person has acquired beneficial ownership of 25% or more ofthe Voting Stock of the Company or DP&L inadvertently, and such Persondivests as promptly as practicable but no later than the date, if any, set bythe Original Directors or their Successors a sufficient number of shares sothat such Person beneficially owns less than 25% of the Voting Stock of theCompany or DP&L, then no Change of Control shall have occurred as a resultof such Person’s acquisition; or

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### (b)     theCompany or DP&L consummates a merger or consolidation, or consummates a “combination”or “majority share acquisition” in which it is the “acquiring corporation” (assuch terms are defined in Ohio Rev. Code § 1701.01 as in effect on December 31,1990) and in which shareholders of the Company or DP&L, as the case may be,immediately prior to entering into such agreement, will beneficially own, immediatelyafter the effective time of the merger, consolidation, combination or majorityshare acquisition, securities of the Company or DP&L or any surviving ornew 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 wellas immediately exercisable “voting power”, excluding any merger of DP&Linto the Company or of the Company into DP&L;

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### (c)     theCompany or DP&L consummates a sale, lease, exchange or other transfer ordisposition of all or substantially all of its assets to any Person other thanto a wholly owned subsidiary or, in the case of DP&L, to the Company or awholly owned subsidiary(ies) of the Company; but not including (I) amortgage or pledge of assets granted in connection with a financing or (II) aspin-off or sale of assets if the Company continues in existence and its commonshares are listed on a national securities exchange, quoted on the automatedquotation system of a national securities association or traded in theover-the-counter market; or

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### (d)     theOriginal Directors and/or their Successors do not constitute a majority of thewhole Board or the Board of Directors of DP&L, as the case may be; or

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### (e)     approvalby the shareholders of the Company or DP&L of a complete liquidation ordissolution of the Company or DP&L, as the case may be.

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## **Section 2.5.     **“Company”means DPL Inc., an Ohio corporation, and any entity that succeeds DPL Inc. bymerger, reorganization or otherwise.

 

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## **Section 2.6.  **“Compensation”means, for a Plan Year, a Participant’s annual base salary as of the end ofsuch Plan Year and the benefit earned by such Participant under the Company’sExecutive Incentive Compensation Program for such Plan Year.

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## **Section 2.7.  **“CompensationCommittee” means the Compensation Committee of the Board.

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## **Section 2.8.  **“Contributions”means the contributions credited pursuant to Section 3.1 of the Plan.

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## **Section 2.9.  **“ControlledGroup” means the Company and any and all other corporations, trades and/or businesses, theemployees of which, together with employees of the Company, are treated under Section 414of the Code as if they were employed by a single employer.  Each corporation or unincorporated trade orbusiness that is or was a member of the Controlled Group shall be referred toherein as a “Controlled Group Member”, but only during such period as it is orwas such a member.

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## **Section 2.10.  **“Disability”means a Participant’s inability to perform the duties required on a full-timebasis for a period of six consecutive months because of physical or mentalillness or other physical or mental disability or incapacity.

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## **Section 2.11.  **“Employee”means a full-time salaried employee of an Employer.

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## **Section 2.12.  **“Employer”means the Company and any other Controlled Group Member.

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## **Section 2.13.  **“ERISA”means the Employee Retirement Income Security Act of 1974, as amended.

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## **Section 2.14.  **“HypotheticalInvestment Fund” means any investment fund designated by the Companypursuant to Section 8.1.

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## **Section 2.15.  **“Participant”means an Employee that the Compensation Committee has designated to participateunder this Plan and who has executed a Participation Agreement.

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## **Section 2.16.  **“ParticipationAgreement” means an agreement between the Company and each Employee thatmust be executed as a condition of the Participant’s eligibility for this Plan.

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## **Section 2.17.  **“Plan”means the DPL Inc. Supplemental Executive Defined Contribution Retirement Plan, as herein set forth and as thesame may from time to time be amended or restated.

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## **Section 2.18.  **“PlanAdministrator” means the Compensation Committee.

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## **Section 2.19.  **“PlanYear” means the calendar year.

 

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## **Section 2.20.  **“QualifiedPlan” means The Dayton Power and Light Company Employee Savings Plan.

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## **Section 2.21.  **“Retirement”means the Participant’s termination of employment with the Company uponreaching age 55 and providing 10 years of service, as such phrase is defined inThe Retirement Income Plan of The Dayton Power and Light Company.

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## **Section 2.22.  **“Separatesfrom Service” or “Separation from Service” has the meaning ascribedto such phrase in the 409A Guidance.

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## **Section 2.23.  **“UnforseeableEmergency” means an event which results in a severe financial hardship tothe Participant resulting from (a) an illness or accident of theParticipant, the Participant’s spouse or a dependent of the Participant, (b) lossof the Participant’s property due to casualty or (c) other similarextraordinary and unforeseeable circumstances arising as a result of eventsbeyond the control of the Participant.

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## **Section 2.24.  **“ValuationDate” means each December 31, plus such additional date(s), if any,selected by the Plan Administrator.  Inthe event of a Change of Control, the term “Valuation Date” shall also mean thelast day of the calendar month immediately preceding the date of the Change ofControl.

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## **Section 2.25.  **“VestingYears” has the meaning ascribed to such phrase in the Retirement IncomePlan of The Dayton Power and Light Company.

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## **Section 2.26.  **“VotingStock” means securities entitled to vote generally in the election ofdirectors.

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## **Section 2.27.  **“409AGuidance” has the meaning set forth in Section 1.3.

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# **ARTICLE III - CONTRIBUTIONS**

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## **Section 3.1.****  **Contributions.  For each Plan Year, the Company shall creditto the Account established for each Participant an amount (the “Contribution”)equal to 15% of the amount, if any, by which the Participant’s Compensation forsuch Plan Year exceeds the limit on Compensation imposed by Section 401(a)(17)of the Code (the “Code Limit”) for that Plan Year.  The Company shall credit the Contribution toeach Participant’s Account as soon as practicable after the Participant’sCompensation for the Plan Year is determined.

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# **ARTICLE IV - ACCOUNTS**

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## **Section 4.1.****  **Participants’Accounts.  The Company shallestablish and maintain on its books an Account for each Participant which shallcontain the following entries:

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### (a)           Creditsfor the Contributions described in Section 3.1.

 

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### (b)           Credits or charges representing the income, expenses,gains or losses allocable to the Participant’s Account which would beapplicable if such Account had been invested on a tax deferred basis in theHypothetical Investment Fund(s) selected by the Participant or theParticipant’s Beneficiary as provided in Section 8.1.  The entries provided by this Subsection shallcontinue to be made until the Participant’s entire Account has been distributedto the Participant or the Participant’s Beneficiary pursuant to Article VI.

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### (c)           Debits for any distributions made from the Account and anyamounts forfeited under Section 5.2.

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## **Section 4.2.****  **Effecton other Benefits.  Benefits payableto or with respect to a Participant under any other Employer sponsored(qualified or nonqualified) plan, if any, are in addition to those providedunder this Plan.

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# **ARTICLE V - VESTING**

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## **Section 5.1.****  **Vesting.  A Participant shall become 100% vested in allamounts credited to the Participant’s Account hereunder upon completion of fiveVesting Years.  In addition, aParticipant shall become 100% vested in all amounts credited to the Participant’sAccount hereunder upon the Participant’s death or Disability or upon a Changeof Control.

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## **Section 5.2.****  **Forfeitures.  If a Participant Separates from Service(other than by reason of death or Disability) prior to becoming 100% vested inthe Participant’s Account, the Participant’s Account shall be forfeited as ofthe date of the Participant’s Separation from Service.

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# **ARTICLE VI - DISTRIBUTION OF BENEFITS TOPARTICIPANTS**

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## **Section 6.1.****  **Timeand Manner of Payment.

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### (a)           Uponthe Separation from Service (other than by reason of death) of a Participantwho is 100% vested in his or her Account, the Participant’s Account shall bepaid or commence to be paid to him or her on the first day of the seventh monthfollowing such Participant’s Separation from Service with the Company.  Notwithstanding the foregoing sentence,subject to Subsection (c), upon a Change of Control or upon a Participant’sDisability, the Participant’s Account shall be paid no later than 90 daysfollowing such Change of Control or Disability, as the case may be; provided,however, that the Participant shall not have a right to designate thetaxable year of the payment   Upon thedeath of a Participant, the Participant’s Account shall be paid at the timeprovided in Section 7.3.

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### (b)           TheParticipant’s Account shall be paid in the following manner:

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#### (i)            If the Participant’s Separation fromService is on account of Retirement:

 

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##### (1)           The Participant’s Account shall be paidin the form of five annual cash installments (A) with the firstinstallment being payable at the time prescribed in Subsection (a) of thisSection and each other installment being payable on the anniversary dateof the date of payment of the first installment and (B) with the amount ofeach installment equal to the value of the Participant’s Account on theValuation Date immediately preceding the date for payment of the installmentmultiplied by a fraction the numerator of which is one and the denominator ofwhich is the total number of remaining installments; and

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##### (2)           Notwithstanding the foregoing, if thebalance in the Participant’s Account is $100,000 or less, the Participant’sentire Account shall be paid in the form of a lump sum cash payment at the timeprescribed in Subsection (a).

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#### (ii)           Ifthe Participant’s Separation from Service is other than on account ofRetirement, death or Disability, the Participant’s account shall be paid in theform of a lump sum cash payment at the time prescribed in Subsection (a).

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#### (iii)          Ifthe Participant’s Separation from Service is on account of death, theParticipant’s Account shall be paid as provided in Section 7.3.

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#### (iv)          Subjectto Subsection (c), upon the Participant’s Disability or upon a Change ofControl, the Participant’s account shall be paid in the form of a lump sum cashpayment at the time prescribed in Subsection (a).

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### (c)           Tothe extent (i) a Participant would be entitled to payment upon theoccurrence of a Change of Control pursuant to Subsection (a) and suchChange of Control does not constitute a “change in the ownership or effectivecontrol” or a “change in the ownership of a substantial portion of the assets”of the Company within the meaning of Section 409A(a)(2)(A)(v) of theCode, or (ii) a Participant would be entitled to payment upon theParticipant’s Disability pursuant to Subsection (a) and such Participantis not considered to be “disabled” within the meaning of Section 409A(a)(2)(C) ofthe Code, then, notwithstanding that the Participant shall be deemed to bevested in his or her Account pursuant to Section 5.1 upon the occurrenceof the Change of Control or the occurrence of the Disability, as the case maybe, payment will be made, to the extent necessary to comply with the provisionsof Section 409A of the Code, to the Participant on the earlier of (1) thefirst day of the seventh month following the Participant’s Separation fromService with the Company or (2) the Participant’s death.

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## **Section 6.2.****  **Liabilityfor Payment/Expenses.  The Employerby which the Participant was last employed prior to the Participant’sSeparation from Service or death shall pay the Participant’s vested Account tothe Participant or the Participant’s Beneficiary, but such Employer’s liabilityshall be limited to its proportionate share of the Account, as hereinafterprovided.  If the Account payable to oron behalf of a Participant is based on the Participant’s employment with morethan one Employer, the liability for 

 

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## the payment of such Account shall be shared by all such Employers (byreimbursement to the Employer making such payment) as may be agreed to amongthem in good faith and as will permit the deduction (for purposes of federalincome tax) by each such Employer of its portion of the payments made and to bemade hereunder.  Expenses ofadministering the Plan shall be paid by the Employers, as directed by theCompany.

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## **Section 6.3.****  **Prohibitionon Acceleration of Distributions. Notwithstanding any provision of the Plan to the contrary, the time forpayment or the schedule of any payment with respect to a Participant’s Accountas provided under the Plan shall not be accelerated (within the meaning of the Section 409AGuidance) except as follows:

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### (a)           Tothe extent necessary to comply with terms of a domestic relations order (asdefined in section 414(p)(1)(B) of the Code), the Plan may permit suchacceleration of the time or schedule of a payment of all or a portion of aParticipant’s Account to an individual other than the Participant;

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### (b)           Tothe extent necessary to comply with a certificate of divestiture (as defined insection 1043(b)(2) of the Code), the Plan may permit the acceleration ofthe time or schedule of a payment of a Participant’s Account;

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### (c)           ThePlan may permit acceleration of the time for payment or schedule of a paymentwith respect to a Participant’s Account in order (i) to pay the FederalInsurance Contributions Act (“FICA”) tax imposed under sections 3101 and3121(v)(2) of the Code on compensation deferred under the plan (the “FICAAmount”), (ii) pay the income tax at source on wages imposed under section3401 of the Code on the FICA Amount, and (iii) pay the additional incometax at source on wages attributable to the pyramiding of section 3401 wages andtaxes, provided that the total payment permissible under this accelerationprovision shall not exceed the aggregate of the FICA Amount and the income taxwithholding related to such FICA Amount;

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### (d)           TheCompany at any time, upon written request of the Participant, may cause to bepaid to such Participant, an amount equal to all or any part of the Participant’sAccount if the Company determines, based on such reasonable evidence that itshall require, that such a payment is necessary for the purpose of alleviatingthe consequences of an Unforseeable Emergency. Payments of amounts because of an Unforseeable Emergency may not exceedthe amount necessary to satisfy the Unforseeable Emergency plus amounts necessaryto pay taxes reasonably anticipated as a result of the distribution aftertaking into account the extent to which the hardship is or may be relievedthrough reimbursement or compensation by insurance or otherwise by liquidationof the Participant’s assets (to the extent the liquidation of such assets wouldnot itself cause severe financial hardship); and

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### (e)           ThePlan may permit acceleration of the time for payment or schedule of a paymentwith respect to a Participant’s Account in such other circumstances asprescribed in the 409A Guidance and in accordance with such 409A Guidance.

 

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# **ARTICLE VII - BENEFICIARIES**

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## **Section 7.1.****  **BeneficiaryDesignations.  A designation of aBeneficiary hereunder may be made only by an instrument (in form acceptable tothe Plan Administrator) signed by the Participant and filed with the PlanAdministrator prior to the Participant’s death. The Beneficiary hereunder need not be the same as under other retirementplans in which Participant participates. In the absence of a Beneficiary designation and at any other time whenthere is no existing Beneficiary designated hereunder, the Beneficiary of aParticipant shall be the Participant’s beneficiary under the QualifiedPlan.  A person designated by aParticipant as the Participant’s Beneficiary who or which ceases to exist shallnot be entitled to any part of any payment thereafter to be made to theParticipant’s Beneficiary unless the Participant’s designation specificallyprovided to the contrary.  If two or morepersons designated as a Participant’s Beneficiary are in existence, the amountof any payment to the Beneficiary under this Plan shall be divided equallyamong such persons unless the Participant’s designation specifically providesfor a different allocation.

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## **Section 7.2.****  **Changein Beneficiary.

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### (a)           Anythingherein or in the Qualified Plan to the contrary notwithstanding, a Participantmay, at any time and from time to time, change a Beneficiary designationhereunder without the consent of any existing Beneficiary or any other person.

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### (b)           Anychange in Beneficiary shall be made by giving written notice thereof to thePlan Administrator and any change shall be effective only if received prior tothe death of the Participant.

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## **Section 7.3.****  **Distributionsto Beneficiaries.  Upon the death ofa Participant who had commenced to receive payment of his or her Account priorto his or her death in the form of installments (as provided in Section 6.1(b)),any unpaid installments shall be paid to the Participant’s Beneficiary at thesame time that they would have been paid to the Participant had the Participantnot died (as provided in Section 6.1(b)). ** **Upon the death of any otherParticipant, the entire Account of the Participant shall be paid to theParticipant’s Beneficiary in a lump sum cash payment as soon as practicablefollowing the Participant’s death, but in no event later than 60 days after theCompany receives notice of the Participant’s death.  Notwithstanding the foregoing, distributionsto Beneficiaries of amounts that are allocated to Participants’ Accounts shallbe made in a manner that satisfies the requirements of Code Section 409A.

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# **ARTICLE VIII - INVESTMENT OF ACCOUNTS**

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## **Section 8.1.****  **HypotheticalInvestment Fund(s).  The Companyshall designate as a Hypothetical Investment Fund or Funds under this Plan oneor more of the investment funds provided under the Qualified Plan or offered bythe trustee thereunder.  Any suchdesignation shall be in a writing which may be amended or supplemented fromtime to time by the Company pursuant to rules adopted by the Company.  Each Participant (or 

 

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## the Participant’s Beneficiary) shall elect a Hypothetical InvestmentFund (or, if permitted by rules adopted by the Company, one or moreHypothetical Investment Funds) for the purposes of Section 4.1.  Such an election may be made in accordancewith rules and procedures established by the Company.  A Participant or Beneficiary may change theParticipant’s (or Beneficiary’s, as the case may be) Hypothetical InvestmentFund election to another election at times specified in rules adopted bythe Company and, from and after the effective date of such change, theParticipant’s (or Beneficiary’s, as the case may be) new HypotheticalInvestment Fund election shall be applicable. In the absence of a hypothetical investment election by a Participant orthe Participant’s Beneficiary, the Company shall select the HypotheticalInvestment Fund(s) which shall be applicable to such person’s Account.

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# **ARTICLE IX - MISCELLANEOUS**

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## **Section 9.1.****  **Liabilityof Employers.  Nothing in this Planshall constitute the creation of a trust or other fiduciary relationshipbetween an Employer and any Participant, Beneficiary or any other person.

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## **Section 9.2.****  **Limitationon Rights of Participants and Beneficiaries - No Lien.  This Plan is designed to be an unfunded,nonqualified plan.  Nothing containedherein shall be deemed to create a trust or lien in favor of any Participant orBeneficiary on any assets of an Employer. The Employers shall have no obligation to purchase any assets that donot remain subject to the claims of the creditors of the Employers for use inconnection with the Plan.  No Participantor Beneficiary or any other person shall have any preferred claim on, or anybeneficial ownership interest in, any assets of an Employer prior to the timethat such assets are paid to the Participant or Beneficiary as providedherein.  Each Participant and Beneficiaryshall have the status of a general unsecured creditor of the Employers.  The amount standing to the credit of anyParticipant’s Account is purely notional and affects only the calculation ofbenefits payable to or in respect of him or her.  It does not give the Participant any right orentitlement (whether legal, equitable or otherwise) to any particular assetsheld for the purposes of the Plan or otherwise.

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## **Section 9.3.****  **NoGuarantee of Employment.  Nothing inthis Plan shall be construed as guaranteeing future employment to Participants.  A Participant continues to be an employee ofthe Employers solely at the will of the Employers subject to discharge at anytime, with or without cause.

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## **Section 9.4.****  **Paymentto Guardian.  If a benefit payablehereunder is payable to a minor, to a person declared incompetent or to aperson incapable of handling the disposition of the Participant’s property, thePlan Administrator may direct payment of such benefit to the guardian, legalrepresentative or person having the care and custody of such minor, incompetentor person.  The Plan Administrator mayrequire such proof of incompetency, minority, incapacity or guardianship as itmay deem appropriate prior to distribution of the benefit.  Such distribution shall completely dischargethe Employers from all liability with respect to such benefit.

 

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## **Section 9.5.****  **Assignment.

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### (a)           Subjectto Subsection (b), no right or interest under this Plan of any Participant orBeneficiary shall be assignable or transferable in any manner or be subject toalienation, anticipation, sale, pledge, encumbrance or other legal process orin any manner be liable for or subject to the debts or liabilities of theParticipant or Beneficiary.

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### (b)           Notwithstandingthe foregoing, to the extent provided in Section 6.3, the PlanAdministrator shall honor a judgment, order or decree from a state domesticrelations court which requires the payment of all or a part of a Participant’svested Account under this Plan to an “alternate payee” as defined in Section 414(p) ofthe Code.

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## **Section 9.6.****  **Severability.  If any provision of this Plan or theapplication thereof to any circumstance(s) or person(s) is held to beinvalid by a court of competent jurisdiction, the remainder of the Plan and theapplication of such provision to other circumstances or persons shall not beaffected thereby.

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## **Section 9.7.****  **GoverningLaw.  Except as otherwise provided inSection 1.3 and except when preempted by federal law, this Plan shall beregulated, construed and administered under the laws of the State of Ohio.

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# **ARTICLE X - ADMINISTRATION OF PLAN**

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## **Section 10.1.****  **Administration.

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### (a)           ThePlan shall be administered by the Plan Administrator.  The Plan Administrator shall have discretionto interpret where necessary all provisions of the Plan (including, withoutlimitation, by supplying omissions from, correcting deficiencies in, orresolving inconsistencies or ambiguities in, the language of the Plan), to makefactual findings with respect to any issue arising under the Plan, to determinethe rights and status under the Plan of Participants or other persons, toresolve questions (including factual questions) or disputes arising under thePlan and to make any determinations with respect to the benefits payable under thePlan and the persons entitled thereto as may be necessary for the purposes ofthe Plan.  Without limiting thegenerality of the foregoing, the Plan Administrator is hereby granted theauthority (i) to determine whether a particular employee is a Participant,and (ii) to determine if a person is entitled to benefits hereunder and,if so, the amount and duration of such benefits.  The Plan Administrator’s determination of therights of any person hereunder shall be final and binding on all persons,subject only to the provisions of Section 10.3, 10.4 and 10.5 hereof.

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### (b)           ThePlan Administrator may delegate any of its administrative duties, including,without limitation, duties with respect to the processing, review,investigation, approval and payment of benefits, to a named administrator oradministrators.

 

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## **Section 10.2.****  **Regulations.  The Plan Administrator shall promulgate any rules andregulations it deems necessary in order to carry out the purposes of the Planor to interpret the provisions of the Plan; provided, however, that no rule,regulation or interpretation shall be contrary to the provisions of the Plan orthe 409A Guidance.  The rules,regulations and interpretations made by the Plan Administrator shall, subjectonly to the provisions of Section 10.3, 10.4 and 10.5 hereof, be final andbinding on all persons.

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## **Section 10.3.****  **ClaimsProcedures.

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### (a)           ThePlan Administrator shall determine the rights of any person to any benefithereunder.  Any person who believes thathe or she has not received the benefit to which he or she is entitled under thePlan must file a claim in writing with the Plan Administrator specifying thebasis for his or her claim and the facts upon which he or she relies in makingsuch a claim.

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### (b)           ThePlan Administrator will notify the claimant of its decision regarding his orher claim within a reasonable period of time, but not later than 90 daysfollowing the date on which the claim is filed, unless special circumstancesrequire a longer period for adjudication and the claimant is notified inwriting of the reasons for an extension of time prior to the end of the initial90-day period and the date by which the Plan Administrator expects to make thefinal decision.  In no event will thePlan Administrator be given an extension for processing the claim beyond 180days after the date on which the claim is first filed with the PlanAdministrator.

###  

If such a claim is denied, the Plan Administrator’s notice will be inwriting, will be written in a manner calculated to be understood by theclaimant and will contain the following information:

 

#### (i)            Thespecific reason(s) for the denial;

####  

#### (ii)           Aspecific reference to the pertinent Plan provision(s) on which the denialis based;

####  

#### (iii)          Adescription of additional information or material necessary for the claimant toperfect his or her claim, if any, and an explanation of why such information ormaterial is necessary; and

####  

#### (iv)          Anexplanation of the Plan’s claim review procedure and the applicable time limitsunder such procedure and a statement as to the claimant’s right to bring acivil action under ERISA after all of the Plan’s review procedures have beensatisfied.

####  

If additional information is needed, the claimant shall be provided atleast 45 days within which to provide the information and any otherwiseapplicable time period for making a determination shall be suspended during theperiod the information is being obtained.

 

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Within 60 days after receipt of a denial of a claim, the claimant mustfile with the Plan Administrator, a written request for review of suchclaim.  If a request for review is notfiled within such 60-day period, the claimant shall be deemed to haveacquiesced in the original decision of the Plan Administrator on his or herclaim.  If a request for review is filed,the Plan Administrator shall conduct a full and fair review of the claim.  The claimant will be provided, upon requestand free of charge, reasonable access to and copies of all documents andinformation relevant to the claim for benefits. The claimant may submit issues and comments in writing, and the reviewmust take into account all information submitted by the claimant regardless ofwhether it was reviewed as part of the initial determination.  The decision by the Plan Administrator withrespect to the review must be given within 60 days after receipt of the requestfor review, unless circumstances warrant an extension of time not to exceed anadditional 60 days.  If this occurs,written notice of the extension will be furnished to the claimant before theend of the initial 60-day period, indicating the special circumstancesrequiring the extension and the date by which the Plan Administrator expects tomake the final decision.  The decisionshall be written in a manner calculated to be understood by the claimant, andit shall include

 

                (A)          Thespecific reason(s) for the denial;

 

                (B)           A reference to thespecific Plan provision(s) on which the denial is based;

 

                (C)           A statement that theclaimant is entitled to receive, upon request and free of charge, reasonableaccess to and copies of all information relevant to the claimant’s claim forbenefits; and

 

                (D)          A statement describingany voluntary appeal procedures offered by the Plan and a statement of theclaimant’s right to bring a civil action under ERISA.

 

### (c)           ThePlan Administrator’s decision on review shall be, to the extent permitted byapplicable law, final and binding on all interested persons.

###  

## **Section 10.4.****  **Arbitration.

##  

(a)           After a Participant hasexhausted all administrative remedies as provided in Section 10.3, anydisputes arising hereunder may, at the election of the Participant, besubmitted for non-binding arbitration to an arbitrator appointed under theauspices of the American Arbitration Association (“AAA”) office in Cincinnati,Ohio, or if closer, the AAA office that is located in a U.S. city nearest tothe general corporate offices of the Company for resolution under the AAAEmployment Dispute Arbitration Rules. Such arbitration shall be held in such place as the parties and thearbitrator shall mutually agree.  Thearbitrator shall apply applicable Federal and state law, including ERISA.  The provisions of ERISA, including, but notlimited to, preemption, review of claims, and standards of review, shall beapplied by the arbitrator to the same extent as if the matter were proceedingin federal court.  The state law appliedshall be the law of 

 

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the state inwhich the general corporate offices of the Company are located (Ohio as of thedate hereof).  The entire cost of theproceedings, except for the Participant’s attorney’s fees and costs, shall beborne by the Company.

 

(b)           If, followingexhaustion of all administrative remedies as provided in Section 10.3 andSubsection (a) above, the Participant pursues litigation with respect to adispute arising hereunder and prevails in such litigation, the Company shallreimburse the Participant for attorneys’ and related fees and expenses incurredby the Participant prior to December 31 of the year following the year inwhich the Participant’s Separation from Service occurred with respect to suchlitigation in an aggregate amount not to exceed the amount of the Participant’smost recent base salary.  Suchreimbursements must be paid no later than December 31 of the second yearfollowing the year in which the Participant’s Separation from Service occurred.

 

## **Section 10.5.  **Revocabilityof Plan Administrator/Employer Action. Any action taken by the Plan Administrator or an Employer with respectto the rights or benefits under the Plan of any person shall be revocable bythe Plan Administrator or the Employer as to payments not yet made to suchperson, and acceptance of any benefits under the Plan constitutes acceptance ofand agreement to the Plan Administrator’s or the Employer’s making anyappropriate adjustments in future payments to such person to recover from suchperson any excess payment or make up any underpayment previously made to him orher.

##  

## **Section 10.6.  **Amendment.

##  

### (a)           The Compensation Committee may at any time (without theconsent of the Employees) amend any or all of the provisions of this Plan,except that no such amendment may adversely affect the amount of anyParticipant’s accrued benefit as of the date of such amendment, without theprior written consent of the affected Participant.  A proper amendment of this Plan automaticallyshall effect a corresponding amendment to all Participants’ rights hereunder.

###  

### (b)           Without limiting the generality of the foregoing, theCompensation Committee shall have the authority to adopt an amendment to thePlan that conforms the terms of the Plan to the requirements of Section 409Aof the Code at such time as the Company determines is necessary to comply withthe 409A Guidance.

###  

## **Section 10.7.  **Termination.

##  

### (a)           The Compensation Committee, in its sole discretion, mayterminate this Plan at any time and for any reason whatsoever, except that,subject to Subsection (b) hereof, no such termination may adversely affectthe amount of any Participant’s accrued benefit as of the date of suchtermination, without the prior written consent of the affectedParticipant.  Notwithstanding thepreceding sentence, the Compensation Committee, in its sole discretion, mayterminate this Plan to the extent and in circumstances described in Treas. Reg.§ 1.409A-3(j)(4)(ix), or any successor provision.  A proper termination of this Planautomatically shall effect a termination of all 

 

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###  

### Participants’ rights and benefits hereunder without furtheraction.  Written notice of anytermination shall be given to the Participants as soon as practicable after aproper termination.

###  

### (b)           Any Employer (other than the Company) that adopts the Planmay elect to withdraw from the Plan and such withdrawal shall constitute atermination of the Plan as to such Employer; provided, however, that suchterminating Employer shall continue to be an Employer for purposes hereof as toParticipants or Beneficiaries to whom it owes obligations hereunder.  Such withdrawal and termination shall beexpressed in an instrument executed by the terminating Employer and filed withthe Company, and shall become effective as of the date designated in suchinstrument or, if no such date is specified, on the date of its execution.

 

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