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EXHIBIT 10(E)

                       FORM OF CHANGE OF CONTROL AGREEMENT


                                                         [Date: _______________]


[Name: __________]
[Title: ___________]
The Dayton Power and Light Company
MacGregor Park
1065 Woodman Park
Dayton, OH  45432

Dear _______________:

     DPL Inc. ("DPL") and its subsidiary, The Dayton Power and Light Company
("DP&L") hereinafter collectively referred to as the "Company", considers the
establishment and maintenance of a sound and vital management to be essential to
protecting and enhancing the best interests of the Company and its shareholders.
In this connection, the Company recognizes that, as is the case with many
publicly held corporations, the possibility of a Change of Control (as defined
in paragraph 2) can raise distracting and disrupting uncertainties and questions
among management personnel, can interfere with their whole-hearted attention and
devotion to the performance of their duties, and can even lead to their
departure, all to the detriment of the best interests of the Company and its
shareholders. Accordingly, the Board of Directors of DPL (the "Board of
Directors") and the Board of Directors of DP&L have determined that the best
interests of the Company and its shareholders would be served by assuring to
certain executives of the Company, including yourself, the protection provided
by an agreement which defines the respective rights and obligations of the
Company and the executive in the event of a Change of Control.

     In order to effect the foregoing, this letter agreement sets forth the
Company's agreement to extend to you the benefits of its 1986 medical plan and
certain other benefits upon a termination of employment whenever occurring and
to set forth the benefits which the Company agrees will be provided to you in
the event of a Change of Control as described in paragraph 3 below.

1.   OPERATION AND TERM OF AGREEMENT.

     This agreement, which amends and restates in its entirety the existing
letter agreement between the Company and you dated [__________], as amended by
letter agreement dated [__________], shall become effective immediately upon the
execution hereof. This agreement shall continue until May 1, 2002, and shall
automatically renew for each consecutive twelve month period thereafter (I.E.,
May 1st to April 30th), unless either the Company provides you or you provide
the Company a one (1) year prior written notice of its or your intention not to
renew this agreement. Notwithstanding the foregoing, the term of this agreement
shall continue in effect for a period of not less than thirty-six (36) months
after each Change of Control occurring


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during the term of this agreement; and any benefit that accrues to you pursuant
to the terms of this agreement shall continue to be an obligation of the Company
and enforceable by you until paid in full, notwithstanding the subsequent
termination of this agreement; provided however that if the event constituting a
Change of Control is either the commencement of a tender offer, or the entering
into of an agreement referred to in item (ii) or (iii) of paragraph 2, and such
tender offer is still pending or such agreement has not been consummated at the
end of the thirty-six month period applicable to such Change of Control, then
without limitation of the other provisions of this paragraph, such thirty-six
month period shall be extended through the date on which the tender offer or
agreement is either (a) terminated or abandoned or (b) consummated, whichever
occurs first, and the thirty-six month period provided for in paragraph 3.B.
shall also be so extended. If more than one Change of Control occurs during the
term of this agreement, the provisions of this agreement shall be applicable to
each such Change of Control.

1.A. TERMINATION FOR ANY REASON.

     Notwithstanding any other provisions of this agreement to the contrary,
upon termination of employment for any reason at any time, the following shall
be paid or made available to you in compensation for services previously
rendered:

      (i)   Benefits under, or benefits substantially equivalent to benefits
            under, the standard medical plan which was available to management
            and professional employees of the Company in 1986 will be provided
            to you and your spouse for life, and to your dependents for as long
            as, and to the extent that, your dependents would otherwise be
            covered under such plan.

      (ii)  The Company shall pay to you in a lump sum in cash not later than
            the fifteenth day following the Date of Termination (as defined in
            paragraph 4) your full base salary through the Date of Termination
            at the rate in effect at the Date of Termination; and also the
            amount of the award or awards, if any, with respect to any completed
            period or periods which, pursuant to the Management Incentive
            Compensation Program or any other Company incentive compensation
            plan in which you are then participating (other than any deferred
            compensation plan in which a contrary installment payment election
            has been made), has been determined to have been earned by you but
            which has not yet been paid to you.

      (iii) The Company shall pay or make available to you all other accrued
            benefits of any kind to which you are, or would otherwise have been,
            entitled through the Date of Termination.

2.   CHANGE OF CONTROL.

     Except as provided in paragraph 1.A. above, no benefits shall be payable
hereunder unless there shall have been a Change of Control, as defined below,
and you are eligible for benefits under paragraph 3 below. For purposes of this
agreement, a `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 of DPL 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


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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 of DPL 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, 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
subsidiary(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).

3.   ENTITLEMENT TO BENEFITS FOLLOWING CHANGE OF CONTROL.

     A. Upon a Change of Control (other than a Change of Control consisting only
of the commencement of a tender offer or the entering into of an agreement
referred to in item (ii) or (iii) of paragraph 2 above), if immediately prior
thereto, you were employed by the Company, you shall be entitled to the benefits
set forth in paragraph 5.A.

     B. Upon a Change of Control consisting only of the commencement of a tender
offer or the entering into of an agreement referred to in item (ii) or (iii) of
paragraph 2 above, then upon any subsequent termination of your employment at
any time within thirty-six months following the occurrence of any such event and
prior to a Change of Control referred to in item (iv) or (v) or the consummation
of a tender offer referred to in item (i) of paragraph 2 above, you shall be
entitled to the benefits set forth in paragraph 5.B., unless such termination is

     (i)   by the Company because of your Disability or for Cause;

     (ii)  by you; or


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     (iii) because of your death.

Notwithstanding the foregoing sentence and any other provision herein to the
contrary, if (a) the event constituting the Change of Control is only the
commencement of a tender offer or the entering into of an agreement referred to
in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is
abandoned or terminated, and (c) a majority of the Original Directors and/or
their Successors (as defined in paragraph 2 above) of DPL Inc. determine that
the tender offer or agreement will not effectuate or otherwise result in a
subsequent Change of Control and gives you written notice of such determination,
then, as to that particular event only, a subsequent termination of your
employment will not entitle you to the benefits set forth in paragraph 5.

     For purposes of this agreement, termination of your employment shall be
deemed to have occurred within thirty-six months following the occurrence of a
Change of Control if a Notice of Termination (as defined in paragraph 4) with
respect thereto is given within such three year period.

     C. As used in this agreement, the terms "Disability", "Cause" and
"Entitlement Date" shall have the meaning set forth below:

            (i)   DISABILITY. "Disability" shall mean, for the purposes of this
                  agreement, your inability to perform the duties required of
                  you on a full-time basis for a period of six consecutive
                  months because of physical or mental illness or other physical
                  or mental disability or incapacity, followed by the Company
                  giving you thirty days' written notice of its intention to
                  terminate your employment by reason thereof, and your failure
                  because of physical or mental illness or other physical or
                  mental disability or incapacity to resume the full-time
                  performance of your duties within such period of thirty days
                  and thereafter perform the same for a period of two
                  consecutive months.

            (ii)  CAUSE. "Cause" shall mean (a) commission of a felony, (b)
                  embezzlement, (c) the illegal use of drugs, or (d) the failure
                  by you to substantially perform your duties with the Company
                  (other than any such failure resulting from your physical or
                  mental illness or other physical or mental incapacity) as
                  determined by the Board of Directors. Notwithstanding the
                  foregoing, Cause shall not be deemed to exist unless and until
                  there shall have been delivered to you a copy of a resolution
                  duly adopted by written consent of not less than three-fourths
                  of the number of directors then in office (after reasonable
                  notice to you and an opportunity for you, together with your
                  counsel, to be heard at a meeting of the Board of Directors
                  called and held for that purpose), finding that in the good
                  faith opinion of the Board of Directors you were guilty of
                  conduct set forth above in clauses (a), (b), (c) or (d) of the
                  first sentence of this subparagraph and specifying the
                  particulars thereof in detail.

            (iii) ENTITLEMENT DATE. "Entitlement Date" shall mean the date of
                  the Change of Control entitling you to benefits under
                  paragraph 3.A. above (except that if you are entitled to
                  benefits under paragraph 3.B. above, the


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                  "Entitlement Date" shall mean the "Date of Termination" as
                  defined in paragraph 4 below).

4.   NOTICE UPON TERMINATION.

     A. Any termination of your employment by the Company subsequent to a Change
of Control shall be consummated by written Notice of Termination given to you.
For purposes of this agreement, "Notice of Termination" shall mean a notice
given by the Company, which indicates the specific termination provision or
provisions in this agreement relied upon, if any, and sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
your employment.

     B. "Date of Termination" shall mean

          (i)  if your employment is terminated by the Company for Cause, the
               date specified in the Notice of Termination;

          (ii) if your employment is terminated for any other reason, the date
               of such termination.

5.   COMPENSATION FOLLOWING CHANGE OF CONTROL.

     A. If you are entitled to benefits under paragraph 3.A., then the Company
shall pay to you in a lump sum in cash not later than the fifteenth day
following the Entitlement Date (or in the case of payments under (ii), if, and
to the extent the amount of such payments are not known or calculable as of such
due date, as soon as the amount is known and calculable), the amounts determined
as provided below:

          (i)  An amount (the "Additional Compensation Payment") equal to 300%
               of the sum of (1) your annual base salary (which base salary is
               computed before deduction for any deferred compensation or other
               employee deferrals) at the rate in effect as of the Entitlement
               Date plus (2) the average of the last three annual award payments
               made to you under the Company's Management Incentive Compensation
               Plan prior to the Entitlement Date (or for the years you have
               participated in the Plan if less than three), including any
               portion of any such payments which you elected to defer to your
               Standard Deferral Account in the Company's Key Employees Deferred
               Compensation Plan. Notwithstanding the above, you may elect to
               defer payment of all or a portion of the Additional Compensation
               Payment by executing and delivering to the Company prior to
               December 31, 2000 a Deferral Election Form in the form attached
               as Exhibit A, in which event the portion of the Additional
               Compensation Payment so deferred shall be credited to your
               Standard Deferral Account in the Company's Key Employees Deferred
               Compensation Plan.

          (ii). Any amount payable under paragraph 9 hereof.

     In addition, upon any subsequent termination of your employment within 12
months after the Entitlement Date, you shall be entitled to the benefits set
forth in items (i) through (iv) of


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paragraph 5.B. unless such termination is under any of the circumstances set
forth in items (i) through (iii) of paragraph 3.B.

     B. If you are entitled to benefits under paragraph 3.B., then the Company
shall pay you the amounts specified under paragraph 5.A. above plus the
following:

            (i)   In the event the Date of Termination precedes the completion
                  of a period in which, pursuant to the Management Incentive
                  Compensation Plan or any other Company incentive compensation
                  plan in which you are then participating or have participated
                  (except for the MSIP), you could have earned compensation
                  thereunder had your employment not been terminated prior to
                  the completion of such period, or in the event the Date of
                  Termination precedes the determination of compensation that
                  you have earned for a completed period under the Management
                  Incentive Compensation Plan or other incentive plan (except
                  for the MSIP), then, with respect to each such period, you
                  shall be entitled to an amount equal to the average of the
                  last three annual award payments made to you under the
                  Management Incentive Compensation Plan or other incentive plan
                  (except for the MSIP) prior to the Date of Termination (or for
                  the years you have participated in the Plan if less than
                  three), including any portion of any such payments which you
                  elected to defer to your Standard Deferral Account in the
                  Company's Key Employees Deferred Compensation Plan. Any amount
                  due under this subparagraph (i) shall be paid in a lump sum
                  not later than the fifteenth day following the Date of
                  Termination, subject however to any contrary deferral election
                  you may have made with respect thereto.

            (ii)  Anything in the Management Incentive Compensation Plan or any
                  action taken by the Board of Directors or any committee of the
                  Board of Directors pursuant thereto to the contrary
                  notwithstanding, any awards, whether in cash or Company
                  shares, made under such plan prior to the Date of Termination
                  which have been credited to your account but the payment of
                  which has been deferred (except that any deferral election
                  that you have made with respect thereto shall remain in
                  force).

            (iii) The Company shall, at its expense, maintain in full force and
                  effect for your continued benefit all life insurance, health
                  and accident, and disability plans, programs and arrangements
                  in which you were entitled to participate immediately prior to
                  the Date of Termination, or, if more favorable to you, on the
                  date of a prior Change of Control, provided that your
                  continued participation is possible under the terms of such
                  plans, programs and arrangements. In the event that the terms
                  of any such plan, program or arrangement do not permit your
                  continued participation or that any such plan, program or
                  arrangement is discontinued or the benefits thereunder
                  materially reduced, the Company shall arrange to provide, at
                  its expense, benefits to you which are substantially similar
                  to those which you were entitled to receive under such plan,
                  program or arrangement immediately prior to the Date of
                  Termination. The Company's obligation


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                  under this subparagraph (iii) shall terminate on the earliest
                  of the following dates:

            (a)   the third anniversary date of the Date of Termination (except
                  for medical coverage); or

                  (b)   the date an essentially equivalent and no less favorable
                        benefit is made available to you at no cost by a
                        subsequent employer.

                  At the end of the applicable period of coverage set forth
                  above, you shall have the option to have assigned to you, at
                  no cost and with no apportionment of prepaid premiums, any
                  assignable insurance owned by the Company and relating
                  specifically to you.

            (iv)  In the event that because of their relationship to you,
                  members of your family or other individuals are covered by a
                  plan, program, or arrangement described in subparagraph (iii)
                  above immediately prior to the Date of Termination, the
                  provisions set forth in the above subparagraph shall apply
                  equally to require the continued coverage of such persons;
                  provided, however, that if under the terms of any such plan,
                  program or arrangement, any such person would have ceased to
                  be eligible for coverage during the period in which the
                  Company is obligated to continue coverage for you, nothing set
                  forth herein shall obligate the Company to continue to provide
                  coverage which would have ceased even if you had remained an
                  employee of the Company during such period.

     C. In the event of termination of your employment for any reason after a
Change of Control, the Company shall enable you to purchase the automobile, if
any, which the Company was providing for your use at the Date of Termination at
the wholesale value of such automobile at such time, or to assume the lease
obligation on any such Company automobile leased by the Company.

     D. All Earned Stock Incentive Units (as defined in the Management Stock
Incentive Plan; herein "MSIP") which you earned during the period from the
inception of the MSIP in 1984 through 1991 have accrued to your plan account and
vested in four equal annual installments beginning in 1991. Upon a Change of
Control except for a Change of Control consisting only of the commencement of a
tender offer or the entering into of an agreement referred to in items (ii) or
(iii) of paragraph 2 above, any and all awarded Stock Incentive Units (other
than to the extent related to a completed Incentive Period for which the
determination of the number of Earned Stock Incentive Units has already been
made; and not to exceed the number of Stock Incentive Units comprising the
target award under the applicable Stock Incentive Award regardless of the
potential to earn more than such target award if and as provided in such Stock
Incentive Award), shall be deemed to be Earned Stock Incentive Units which are
vested, and all such Earned Stock Incentive Units including, without limitation,
the 1997 award (which covers the period 1998-2000) and the 1998 award (which
covers the period 1999-2001) shall be payable to you as provided in Section
10(b) (or successor provision) of the MSIP. All capitalized terms in this
paragraph D shall have the same meaning as in the MSIP.


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     E. The benefits provided under this agreement shall not be treated as
damages, but rather shall be treated as severance or other compensation to which
you are entitled under the terms and conditions provided herein. You shall not
be required to mitigate the amount of any benefit provided under this agreement
by seeking other employment or otherwise.

6.   RIGHTS AS FORMER EMPLOYER.

     Nothing contained in this agreement shall be construed as preventing you,
and shall not prevent you, following any termination of your employment whether
pursuant to this agreement or otherwise, from thereafter participating in any
benefit or insurance plans, programs or arrangements (including, without
limitation thereto, any retirement plans or programs) in the same manner and to
the same extent that you, as a former employee of the Company, would have been
entitled to participate had this agreement not have been entered into.

7.   SUCCESSORS.

     The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement to expressly and
unconditionally assume and agree to perform this agreement in the same manner
and to the same extent that the Company would be required to perform it if no
such succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of such succession shall be a breach of this
agreement and shall entitle you to compensation from the Company in the same
amount and on the same terms as you would be entitled to under paragraph 3.A.
above as if a Change of Control had taken place, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Entitlement Date.

     The above provisions of this paragraph 7 shall not apply to a) a spin-off
or sale of assets, or b) a transaction described in item (ii) of paragraph 2
above involving only DP&L if in each case 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.

     This agreement shall inure to the benefit of and be enforceable by your
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If you should die while any amounts would
still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid to such beneficiary or
beneficiaries as you shall have designated by written notice delivered to the
Company prior to your death or, failing written notice, to your estate.


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8.   LEGAL FEES.

     The Company shall reimburse you in full for all legal fees and expenses
reasonably incurred by you in connection with this agreement (including, without
limitation, all such fees and expenses, if any, incurred in contesting or
disputing any termination of your employment subsequent to a Change of Control
or in seeking to obtain or enforce any right or benefit provided by this
agreement, regardless of the outcome, unless, in the case of a legal action
brought by you or in your name, a court finally determines that such action was
not brought in good faith by you).

9.   GROSS-UP PAYMENT.

     In the event that any payment pursuant to this agreement or any other
agreement will be subject to the tax (the "Excise Tax") imposed by Section 4999
of the Internal Revenue Code of 1986 ("Code") or any successor or similar
provision, the Company shall pay you an additional amount (the "Gross-Up
Payment") such that the net amount retained by you after deduction of any Excise
Tax on such payments (excluding payments pursuant to this paragraph 9), and
after deduction for any federal, state and local income tax and Excise Tax upon
the payment provided for by this paragraph, shall be equal to the amount of such
payments (excluding payments pursuant to this paragraph 9) before payment of any
Excise Tax (hereinafter the "Excise Tax Compensation Net Payment"). For purposes
of determining whether any of such payments will be subject to the Excise Tax
and the amount of such Excise Tax, any payments or benefits received or to be
received by you in connection with a Change of Control or your termination of
employment shall be treated as "parachute payments" within the meaning of
Section 280G of the Code, and all "excess parachute payments" within the meaning
of Section 280G of the Code shall be treated as subject to the Excise Tax,
unless in the opinion of tax counsel selected by the Company's independent
auditors and acceptable to you such payments or benefits do not constitute
parachute payments or excess parachute payments. For purposes of determining the
amount of the Gross-Up Payment, you shall be deemed to pay all federal income
taxes at the highest marginal rate of federal income taxation in the calendar
year in which the Gross-Up Payment is to be made and state and local income
taxes at the highest marginal rates of taxation in the state and locality of
your residence on the Entitlement Date, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes. In the event that the Excise Tax is subsequently determined to be less
than the amount taken into account hereunder at the Entitlement Date, you shall
repay to the Company, at the time that the amount of such reduction in Excise
Tax is finally determined, an amount necessary so that the total payments
hereunder equal the Excise Tax Compensation Net Payment, plus interest on the
amount of such repayment at a rate equivalent to the rate described in Section
280G (d) (4) of the Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder at the Entitlement Date, the
Company shall make an additional Gross-Up Payment in respect of such excess
(plus any interest payable with respect to such excess) at the time that the
amount of such excess is finally determined.

     The Gross-Up Payment shall be paid not later than the fifteenth day
following the Entitlement Date, or, if and to the extent such payment is not
known or calculable as of such date, as soon as the amount is known and
calculable.


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10.  AGREEMENT TO PROVIDE SERVICES.

     In the event that (i) a Person commences a tender offer to become the
beneficial owner, directly or indirectly, of securities of DPL or DP&L
representing fifteen percent (15%) or more of the combined voting power of the
then outstanding securities of DPL or DP&L, as the case may be, or (ii) a Change
of Control occurs consisting of the entering into of an agreement referred to in
item (ii) or (iii) of paragraph 2 above, you agree that you will perform
services for the Company and that you will not voluntarily terminate your
employment with the Company until the first to occur of the following:

          (i)  the abandonment or termination of such tender offer or the
               transaction that is the subject of the agreement; or

          (ii) the occurrence of a Change of Control (other than the
               commencement of the tender offer or the entering into of an
               agreement referred to in item (ii) or (iii) of paragraph 2
               above).

11.  FUNDING OF MASTER TRUST.

     Upon a Change of Control, the Company shall immediately transfer to the
Amended and Restated Master Trust dated February 1, 1995, as amended (or to an
Other Trust as defined in such Trust) previously established to secure the
Company's obligations to participants under various Company deferred and
incentive compensation plans, cash in an amount sufficient to fund all payments
which would be made to you hereunder if your employment was terminated on the
date of the Change of Control under circumstances in which payments under
paragraph 5.B. hereof would become due and payable to you, including, without
limitation, cash in an amount sufficient to fund payments of all future medical,
life insurance, accident and disability plans as provided in paragraphs 1.A(i),
5.B. (iii) and (iv) hereof, and the Gross-Up Payment as defined in paragraph 9
above, in each case based on reasonable estimates.

12.  NOTICES.

     All notices required or permitted to be given under this agreement shall be
in writing and shall be mailed (postage prepaid by either registered or
certified mail) or delivered, if to the Company, addressed to

     (a)  Prior to a Change of Control, to the Corporate Secretary of the
          Company at:

               The Dayton Power and Light Company
               MacGregor Park
               1065 Woodman Drive
               Dayton, Ohio  45432
               Attention:  Corporate Secretary

     (b)  After a Change of Control, to the Trustees at:

               Trust Department
               Bank One, Dayton, National Association
               Kettering Tower


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               Dayton, Ohio  45401

               AND

               Chernesky, Heyman & Kress P.L.L.
               Suite 1100
               10 Courthouse Plaza, S.W.
               Dayton, Ohio  45402
               Attn: Richard J. Chernesky, Esq.
                     Richard A. Broock, Esq.
                     Frederick J. Caspar, Esq.

and if to you, addressed to

               [Name:____________________________]
               [Home Address:____________________]
               [_________________________________]

Any party may change the address to which notices to such party are to be
directed by giving written notice of such change to the other parties in the
manner specified in this paragraph.

13.  MISCELLANEOUS.

     No provision of this agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing, signed by you
and such officer of the Company as may be specifically designated by the Board
of Directors. No waiver by any party hereto at any time of any breach by any
other party hereto of, or of compliance by such other party with, any condition
or provision of this agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this agreement.

14.  GOVERNING LAW.

     The validity, interpretation, construction and performance of this
agreement shall be governed by the laws of the State of Ohio, without giving
effect to the principles of conflicts of law thereof.

15.  VALIDITY.

     The provisions of this agreement are divisible; if any provision of this
agreement is ruled invalid or unenforceable by any court, such invalidity or
enforceability, shall not affect the validity or enforceability of any other
provision, which shall remain in full force and effect; and such provision shall
be modified by such court consistent with the intent of the parties to the
extent necessary to render it valid and enforceable, if possible.

16.  NO RIGHT TO EMPLOYMENT.


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<PAGE>

     Nothing in this agreement shall confer upon you the right to continue
employment with the Company, or obligate you to continue employment with the
Company (except as provided in paragraph 10); nor shall it interfere with the
rights of the Company to discharge you or take other action with respect to you,
subject to the Company's providing the benefits specified herein in accordance
with the terms hereof.

     If this letter correctly sets forth our agreement on the subject matter
hereof, please so confirm by signing and returning the enclosed copy.

                                           Very truly yours,

                                           DPL INC.


                                           By:__________________________
                                           Its:_________________________


                                           THE DAYTON POWER AND LIGHT COMPANY


                                           By:__________________________
                                           Its:_________________________


Confirmed and agreed to:

____________________________

Date: ______________________


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