**Exhibit 10(r)**

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**DPL INC.**

**PENSION RESTORATION PLAN(As Amended and Restated Through December 31, 2007)**

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WHEREAS, TheDayton Power and Light Company, the wholly owned subsidiary of DPL Inc. (the “Company”),has established the Retirement Income Plan of the Dayton Power and LightCompany (the “Retirement Plan”);

 

WHEREAS, theaccrued benefit under the Retirement Plan is determined on the basis of basecompensation other than base compensation an employee elects to defer under theDeferred Compensation Plan (as hereinafter defined);

 

WHEREAS, theCompany adopted this Plan to restore in part the benefits which are lost as aresult of an election to defer base salary under the Deferred CompensationPlan; and

 

WHEREAS, theCompany desires to amend and restate this Plan to conform the terms of the Planto the requirements of****Section 409Aof the Code, as reflected in the regulations promulgated thereunder;

 

NOW,THEREFORE, the Company hereby adopts this amended and restated version of the Plan.

 

# **ARTICLE I - PREFACE**

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## **Section 1.1          **EffectiveDate.  The original effective date ofthis Plan was January 1, 2006.  Theeffective date of the amended and restated version of the Plan is December 31,2007.

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## **Section 1.2          **Purposeof the Plan.  The purpose of this Planis to restore in part pension benefits lost by certain management and highlycompensated employees of the Company under the Retirement Plan as a result ofsuch employees’ election to defer base salary under the Company’s DeferredCompensation Plan.

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## **Section 1.3          **GoverningLaw.  This Plan shall be regulated,construed and administered under the laws of the State of Ohio, except whenpreempted by federal law.

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## **Section 1.4          **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 

 

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## the Treasuryand the Internal Revenue Service with respect thereto (collectively, the “409AGuidance”).

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## **Section 1.5          **Severability.  If any provision of this Plan or the applicationthereof to any circumstance(s) or person(s) is held to be invalid bya 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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# **ARTICLE II - DEFINITIONS**

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## Words and phrases used herein with initialcapital letters which are defined in the Retirement Plan are used herein as sodefined, unless otherwise specifically defined herein or the context clearlyindicates otherwise.  The following wordsand phrases when used in this Plan with initial capital letters shall have thefollowing respective meanings, unless the context clearly indicates otherwise:

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## **Section 2.1          **“Board”means the Board of Directors of the Company.

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## **Section 2.2          **“Code”means the Internal Revenue Code of 1986, as it has been and may be amended fromtime to time.

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## **Section 2.3          **“CompensationCommittee” means the Compensation Committee of the Board of Directors ofthe Company.

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## **Section 2.4          **“ControlledGroup” means the Company and any and all other corporations, trades and/orbusinesses, the employees of which, together with employees of the Company, aretreated under Section 414 of the Code as if they were employed by a singleemployer.  Each corporation orunincorporated trade or business that is or was a member of the ControlledGroup shall be referred to herein as a “Controlled Group Member”, but onlyduring such period as it is or was such a member.

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## **Section 2.5          **“DeferredCompensation Plan” means, for the period after September 19, 2006, theDPL Inc. 2006 Deferred Compensation Plan for Executives, as it may be amendedfrom time to time, and for prior periods, The Dayton Power and Light CompanyKey Employee Deferred Compensation Plan, as it may be amended from time totime.

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## **Section 2.6          **“KeyEmployee” means a key employee as defined in Section 409A of the Codeand Section 416(i) of the Code (without regard to paragraph (5) thereof)of the Company (or a Controlled Group Member).

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## **Section 2.7          **“Participant”means each employee of the Company (a) who is either a highly compensatedor a management employee, (b) who is a participant in the Retirement Plan,and (c) whose benefit under the Retirement Plan is affected by the factthat he or she elected to defer base salary under the Deferred CompensationPlan.

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## **Section 2.8          **“Plan”means the DPL Inc. Pension Restoration Plan, as stated herein and as it may beamended from time to time.

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## **Section 2.9          **“PlanAdministrator” means the Compensation Committee.

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## **Section 2.10       **“RetirementPlan” means the Retirement Income Plan of The Dayton Power and Light Company,as it may be amended from time to time, including the Schedules thereto.

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## **Section 2.11       **“Separationfrom Service” has the meaning ascribed to it in the 409A Guidance.

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## **Section 2.12       **“SupplementalRetirement Benefit” means the retirement benefit determined under Article III.

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## **Section 2.13       **“VestingYears” has the meaning ascribed to such phrase in the Retirement IncomePlan of The Dayton Power and Light Company.

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# **ARTICLE III - SUPPLEMENTAL RETIREMENT BENEFIT**

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## **Section 3.1          **Amountof Supplemental Retirement Benefit.

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#### (a)           Amount.  A Participant who is vested under the Planshall be eligible to receive a Supplemental Retirement Benefit.  The Supplemental Retirement Benefit shall bea monthly retirement benefit equal to the difference between (i) theamount of the Accrued Retirement Pension that the Participant would haveaccrued under the Retirement Plan if the Participant had not elected to defer thereceipt of base salary under the Deferred Compensation Plan and (ii) thesum of (x) the amount of the Participant’s Accrued Retirement Pensionunder the Retirement Plan and (y) the value of any benefit previouslyreceived under this Plan; each as of the date the Participant’s SupplementalRetirement Benefit is determined; provided, however, that if theParticipant commences receiving the Supplemental Retirement Benefit prior toattaining age 62, the Participant’s Supplemental Retirement Benefit shall bereduced by 1⁄4 of 1% for each calendar month by which his or her firstSupplemental Retirement Benefit payment precedes the first of the month nextfollowing his or her 62nd birthday; providedfurther,that such reduction shall in no event exceed 21% in the aggregate.

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#### (b)           Effect of QDRO.  In the event that any portion of a Participant’sbenefit under the Retirement Plan is allocated to an alternate payee pursuantto the terms of a qualified domestic relations order, the Participant’sSupplemental Retirement Benefit hereunder shall be calculated without takinginto account such allocation.  In noevent may an alternate payee receive a distribution or an allocation of any portionof a Supplemental Retirement Benefit hereunder.

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#### (c)           Withholding/Taxes.  The Company may withhold from the  Supplemental Retirement Benefit all foreign,federal, provincial, state, city or other taxes as shall be required pursuantto any law or government regulation or ruling.

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## **Section 3.2          **Timeand Manner of Payment.

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#### (a)           In General.  A Participant’s Supplemental RetirementBenefit shall commence as of the first day of the calendar month next followingthe later of the date 

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#### theParticipant attains age 55 and the date of such Participant’s Separation fromService (the “Payment Date”), provided, however, that if theParticipant is a Key Employee, then the Supplemental Retirement Benefit shallcommence on the first day of the seventh month immediately following theParticipant’s Separation from Service, and the first payment shall include, inaddition to the amount that would otherwise be payable on the date of suchfirst payment, an amount equal to the first six months of the SupplementalRetirement Benefit.  The SupplementalRetirement Benefit shall be payable in the form of a single life annuity forthe Participant.

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#### (b)           Spousal Benefit.  Notwithstanding the foregoing, (i) ifthe Participant dies after becoming vested in his or her SupplementalRetirement Benefit and before he or she commences receiving the SupplementalRetirement Benefit, and leaves a surviving spouse (“Spouse”), then suchParticipant’s Spouse shall be entitled to receive a portion of the SupplementalRetirement Benefit equal to one-half of the monthly Supplemental RetirementBenefit to which the Participant would have been entitled under Section 3.2(a) hadhe or she terminated employment on the date of his or her death withappropriate reduction for commencement prior to the Participant’s age 62 (“SpousalSupplemental Retirement Benefit”).  SuchSpousal Supplemental Retirement Benefit shall commence on the later of the firstday of the month immediately following thirty days after the death of theParticipant and the date on which the Participant would have attained age 55and shall be payable in the form of a single life annuity for the Spouse.

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#### (ii)           If a Participantdies after the commencement of payment of the Supplemental Retirement Benefit,then such Participant’s Spouse shall be entitled to receive a portion of theSupplemental Retirement Benefit equal to one-half of the monthly SupplementalRetirement Benefit that the Participant had been receiving prior to his death (“Post-DeathSpousal Supplemental Retirement Benefit”). Such Post-Death Spousal Supplemental Retirement Benefit shall commenceon the first day of the month immediately following the Participant’s death andshall be paid in the form of a single life annuity for the Spouse.

 

#### (c)           Cash-Out of SmallBenefits.  Notwithstanding theforegoing, if the present value of a Participant’s Supplemental RetirementBenefit, Spousal Supplemental Retirement Benefit or Post-Death SpousalSupplemental Retirement Benefit hereunder as of the date on which payment ofsuch benefit is to commence is $100,000 or less, such present value of theSupplemental Retirement Benefit, Spousal Supplemental Retirement Benefit orPost-Death Spousal Supplemental Retirement Benefit shall be paid in lump sum assoon as practicable following such date on which payment of such benefitcommences; provided, however, that if the Participant is a KeyEmployee, then the Supplemental Retirement Benefit shall be paid on the firstday of the seventh month immediately following the date on which payment ofsuch benefit is to commence.  Forpurposes of this Section 3.2(c), the present value shall be calculatedusing the Applicable Mortality Table and the annual rate of interest on 30-yearTreasury securities as in effect for the second month preceding the first dayof the calendar year in which the distribution is made.

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# **ARTICLE IV- VESTING**

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## **Section 4.1          **Vesting.  A Participant shall become vested in his orher Supplemental Retirement Benefit at the earlier of the date he or sheattains age 62 or completes 10 Vesting Years.

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# **ARTICLE V - MISCELLANEOUS**

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## **Section 5.1          **Limitationon Rights of Participants and Beneficiaries - No Lien. This Plan is anunfunded, nonqualified plan and the entire cost of this Plan shall be paid fromthe general assets of the Company.  Notrust has been established for the Participants, Spouses or Beneficiaries.  No liability for the payment of benefitsunder the Plan shall be imposed upon any officer, director, employee, orstockholder of the Company.  Nothingcontained herein shall be deemed to create a lien in favor of any Participantor Spouse on any assets of the Company. The Company shall have no obligation to purchase any assets that do notremain subject to the claims of the creditors of the Company for use inconnection with the Plan.  EachParticipant and Spouse shall have the status of a general unsecured creditor ofthe Company and shall have no right to, prior claim to, or security interestin, any assets of the Company.

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## **Section 5.2          **Nonalienation.  No right or interest of any Participant orSpouse under this Plan shall be assignable or transferable in any manner or besubject to alienation, anticipation, sale, pledge, encumbrance or other legalprocess or in any manner be liable for or subject to the debts or liabilitiesof the Participant or Spouse.

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## **Section 5.3          **EmploymentRights.  Nothing in this Plan shallbe construed as guaranteeing future employment to Participants.  A Participant continues to be an employee ofthe Company solely at the will of the Company subject to discharge at any time,with or without cause.

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## **Section 5.4          **Administrationof Plan.

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#### (a)           The Plan shall be administeredby the Plan Administrator.  The PlanAdministrator shall have discretion to interpret where necessary all provisionsof the Plan (including, without limitation, by supplying omissions from,correcting deficiencies in, or resolving inconsistencies or ambiguities in, thelanguage of the Plan), to make factual findings with respect to any issuearising under the Plan, to determine the rights and status under the Plan ofParticipants or other persons, to resolve questions (including factual questions)or disputes arising under the Plan and to make any determinations with respectto the benefits payable under the Plan and the persons entitled thereto as maybe necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administratoris hereby granted the authority (i) to determine whether a particularemployee is a Participant, and (ii) to determine if a person is entitledto benefits hereunder and, if so, the amount and duration of suchbenefits.  The Plan Administrator’sdetermination of the rights of any person hereunder shall be final and bindingon all persons, subject only to the provisions of Section 5.6 hereof.

 

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#### (b)           The PlanAdministrator may delegate any of its administrative duties, including, withoutlimitation, duties with respect to the processing, review, investigation,approval and payment of benefits, to a named administrator or administrators.

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## **Section 5.5          **Expenses.  The Company shall pay all expenses incurredin the administration and operation of the Plan.

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## **Section 5.6          **ClaimsProcedure.

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#### (a)           The PlanAdministrator 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)           The PlanAdministrator will notify the claimant of its decision regarding his or herclaim within a reasonable period of time, but not later than 90 days followingthe date on which the claim is filed, unless special circumstances require alonger period for adjudication and the claimant is notified in writing of thereasons for an extension of time prior to the end of the initial 90-day periodand the date by which the Plan Administrator expects to make the finaldecision.  In no event will the Plan Administratorbe given an extension for processing the claim beyond 180 days after the dateon which the claim is first filed with the Plan Administrator.

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If such aclaim is denied, the Plan Administrator’s notice will be in writing, will bewritten in a manner calculated to be understood by the claimant and willcontain the following information:

 

##### (i)            The specific reason(s) forthe denial;

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##### (ii)           A specificreference to the pertinent Plan provision(s) on which the denial is based;

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##### (iii)          A description ofadditional information or material necessary for the claimant to perfect his orher claim, if any, and an explanation of why such information or material isnecessary; and

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##### (iv)          An explanation ofthe Plan’s claim review procedure and the applicable time limits under suchprocedure and a statement as to the claimant’s right to bring a civil actionunder ERISA after all of the Plan’s review procedures have been satisfied.

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If additionalinformation is needed, the claimant shall be provided at least 45 days withinwhich to provide the information and any otherwise applicable time period formaking a determination shall be suspended during the period the information isbeing obtained.

 

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Within 60 daysafter receipt of a denial of a claim, the claimant must file with the PlanAdministrator, a written request for review of such claim.  If a request for review is not filed withinsuch 60-day period, the claimant shall be deemed to have acquiesced in theoriginal decision of the Plan Administrator on his or her claim.  If a request for review is filed, the PlanAdministrator 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)          The specific reason(s) for the denial;

 

(B)           A reference to the specific Plan provision(s) onwhich the denial is based;

 

(C)           A statement that the claimant is entitled to receive, uponrequest and free of charge, reasonable access to and copies of all informationrelevant to the claimant’s claim for benefits; and

 

(D)          A statement describing any voluntary appeal proceduresoffered by the Plan and a statement of the claimant’s right to bring a civilaction under ERISA.

 

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

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## **Section 5.7          **Effecton other Benefits.  Benefits payableto or with respect to a Participant under the Retirement Plan or any otherCompany sponsored (qualified or nonqualified) plan, if any, are in addition tothose provided under this Plan, except as specifically provided in such otherplans.

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## **Section 5.8          **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 his or her property, the CompensationCommittee****may direct payment ofsuch benefit to the guardian, legal representative or person having the careand custody of such minor, incompetent or custodial person.  The Compensation Committee may require suchproof of incompetency, minority, incapacity or guardianship as it may deemappropriate prior to distribution of the benefit.  Such distribution shall completely dischargethe Company from all liability with respect to such benefit.

 

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## **Section 5.9          **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 provisionsof the Plan or Section 409A of the Code. The rules, regulations and interpretations made by the PlanAdministrator shall, subject only to the provisions of Sections 5.6, 5.10 and5.11 hereof, be final and binding on all persons.

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## **Section 5.10       **Arbitration.  After a Participant has exhausted alladministrative remedies as provided in Section 5.6, any disputes arisinghereunder may, at the election of the Participant, be submitted for non-bindingarbitration to an arbitrator appointed under the auspices of the AmericanArbitration Association (“AAA”) office in Cincinnati, Ohio, or if closer, theAAA office that is located in a U.S. city nearest to the general corporateoffices of the Company for resolution under the AAA Employment DisputeArbitration Rules.  Such arbitrationshall be held in such place as the parties and the arbitrator shall mutuallyagree.  The arbitrator shall applyapplicable 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 the state in which the general corporate offices of theCompany are located (Ohio as of the date hereof).  The entire cost of the proceedings, exceptfor the Participant’s attorney’s fees and costs, shall be borne by the Company.

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## **Section 5.11       **Revocabilityof Plan Administrator/Employer Action. Any action taken by the Plan Administrator or the 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.

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# **ARTICLE VI- AMENDMENT AND TERMINATION**

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## **Section 6.1          **Amendment.  The Compensation Committee may at any timerecommend amendments to any or all of the provisions of this Plan to theBoard.  The Board may at any time amendany or all of the provisions of this Plan, except that no such amendment mayadversely affect the amount of any Participant’s accrued vested SupplementalRetirement Benefit as of the date of such amendment, without the prior writtenconsent of the affected Participant. ** **A proper amendment of this Planautomatically shall effect a corresponding amendment to all Participants’rights hereunder.

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## **Section 6.2          **Termination.  The Compensation Committee may recommend tothe Board that the Plan be terminated at any time and for any reason.  The Board, in its sole discretion, mayterminate this Plan at any time and for any reason whatsoever, except that nosuch termination may adversely affect the amount of any Participant’s accruedvested Supplemental Retirement Benefit as of the date of such termination, 

 

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## without the prior written consent of theaffected Participant.  Notwithstandingthe preceding 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 Participants’ rights andbenefits hereunder without further action. Written notice of any termination shall be given to the Participants assoon as practicable after a proper termination.

 

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