**Exhibit 10(s)**

** **

**DPL INC.**

**PARTICIPATIONAGREEMENT**

 

This PARTICIPATION AGREEMENT(“Agreement”) is entered into this 2day of August 2007 (the“Effective Date”) among DPL Inc., an Ohio corporation (“DPL”),The Dayton Power and Light Company, an Ohio corporation (“DP&L”)(collectively, the “Company”), and Teresa F. Marrinan (“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 and Change of Control Plan, theDPL Inc. Supplemental Executive Defined Contribution Retirement Plan, the DPLInc. 2006 Equity and Performance lncentive Plan, the DPL Inc.Executive Incentive Compensation Plan (the “EICP”), the DPL Inc. 2006 DeferredCompensation Plan for Executives and the DPL Inc. Pension Restoration Plan(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 are herebyacknowledged, and intending to be legally bound, 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.    DPL confirms thatExecutive has been designated by the Committee and the Board to participate in each of thePlans pursuant to the terms thereof as of the date Executive commences heremployment, contingent on her execution of this Agreement. Executive iseligible to receive additional benefits as such are provided to other similarlysituated employees of the Company from 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 the Perquisite Allowance and (b) DPL continues tomake the Perquisite Allowance available to executive-level employees of theCompany. Executive has been designated by the Committee as eligible to receivethe Perquisite Allowance for 2007. The Perquisite Allowance for 2007 shall bepaid as soon as practicable after the execution of this ParticipationAgreement. The Perquisite Allowance for years after 2007 shall be paidto Executive as soon aspracticable after the Committee designates Executive as eligible to

 

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receive the PerquisiteAllowance for that year. The Perquisite Allowance will not be deemed “compensation,”as that term is defined under any of the Plans, nor under any other plan,practice, program or policy of the Company or any of its affiliates, as ineffect from time to time.

 

4.             Non-Solicitation.    Asa condition to her eligibility to participate in the Program, Executivehereby agrees that during her employment and for a period of twoyears following her termination of employment withthe 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), anyretail customer of the Company, its subsidiaries or affiliates, that haspurchased products or services from the Company, its subsidiaries oraffiliates, at any time (i) with respect to solicitationduring employment, during the Executive’s employment or (ii) with respectto solicitation after termination of employment, in the twelve months precedingthe date on which Executive’s employment with the Company, its subsidiaries oraffiliates is terminated or that the Company, its subsidiaries or affiliatesare actively soliciting or have known plans to solicit, for the purpose ofmarketing or distributing any product, pricing or service competitive with anyproduct, pricing or service then offered by the Company, its subsidiaries oraffiliates or which the Company, its subsidiaries or affiliates have knownplans to offer.

 

**[Signatures****on****theFollowing Page]**

 

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INWITNESS WHEREOF, the parties hereto have executed ther Agreement on the datefirst written above.

 

 
|   | DPL  INC. and                       |
|--------|-------------------------------------|
|   | THE  DAYTON POWER AND LIGHT COMPANY |
|   |                                |
|   |                                |
|   | By:                                 | /s/  Paul M.Barbas |
|   |                                | Paul  M.Barbas |
|   |                                | President  and Chief Executive Officer |
|   |                                |
|   |                                |
|   |                                | /s/  Teresa F. Marrinan |
|   |                                | Teresa  F. Marrinan |

 

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