**Exhibit10(t)**

** **

**DPL****INC.**

**PARTICIPATION****AGREEMENT**

 

ThisPARTICIPATION AGREEMENT (“Agreement”) is entered into this 27th dayof March 2007 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The DaytonPower and Light Company, an Ohio corporation (“DP&L”) (collectively,the “Company”), and Scott J. Kelly (“Executive”).

 

WHEREAS,DPL has an executive compensation program (the “Program”),generally effective as of January 1, 2006;

 

WHEREAS,the Program provides benefits pursuant to the following plans whichhave been approved by the Compensation Committee of the Board of Directors ofDPL (the “Committee”) and adopted by the Board of Directors of DPL (the “Board”): the DPL Inc. Severance Pay andChange of Control Plan, the DPL Inc. Supplemental Executive DefinedContribution Retirement Plan, the DPL Inc. 2006 Equity and PerformanceIncentive Plan, the DPL Inc. Executive IncentiveCompensation Plan (the “EICP”), the DPLInc. 2006 Deferred Compensation Plan for Executives and the DPL Inc.Pension Restoration Plan (collectively, the “Plans”);

 

WHEREAS,Executive’s participation in the Plans and eligibility for the benefitsprovided thereunder requires execution of this Agreement; and

 

WHEREAS,DPL desires to provide Executive benefits in addition to those providedby the Program, as described herein.

 

NOWTHEREFORE, in consideration of the promises and agreementscontained herein and other good and valuable consideration, the sufficiency andreceipt of which are hereby acknowledged, and intending to be legally bound,Executive agrees as follows:

 

1.            Effective Date.    ThisAgreement is effective on the Effective Date and will continuein effect as provided herein.

 

2.           Participationin the Plans.    DPL confirms that Executive hasbeen designated by the Committee and the Board to participate in each of the Planspursuant to the terms thereof as of the dateExecutive commences his employment, contingent on his execution of this Agreement.Executive is eligible to receive additional benefits as such are provided toother similarly situated employees of the Companyfrom time to time.

 

3.           PerquisiteAllowance.    By****executing this Agreement,Executive shall be entitled to receive a perquisite allowance in the amount of$20,000 per year (the “Perquisite Allowance”), for each year that (a) Executiveremains designated by the Committeeas 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 receive the PerquisiteAllowance for 2007. The Perquisite Allowance for 2007 shall be paidas soon as practicable afterthe execution of this Participation Agreement. The Perquisite Allowance foryears after 2007 shall be paid to Executive as soon as practicable after theCommittee designates Executive as eligible to

 

----

 

receivethe Perquisite Allowance 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 his eligibility to participate in the Program,Executive hereby agrees that during his employment and for a period of two yearsfollowing his termination of employment with the Company,Executive will not (a) solicit for employment with himself or any firm orentity with which he is associated, any employee of the Company, its subsidiariesor affiliates, or otherwise disrupt, impair, damage or interfere with the Company’s, its subsidiaries’or affiliates’ relationships with their employees or (b) solicit forExecutive’s own behalf or on behalf of any otherperson(s), any retail customer of the Company, its subsidiaries oraffiliates, that has purchased products or services from the Company, itssubsidiaries or affiliates, at any time (i) with respect to solicitationduring employment, during the Executive’s employment or (ii) with respectto solicitation after**termination of employment, inthe twelve months preceding the date on whichExecutive’s employment with the Company, its subsidiaries or affiliates isterminated or that the Company, its subsidiaries or affiliates are actively solicitingor have known plans to solicit, for the purpose of marketing ordistributing any product, pricing or service competitive with any product,pricing or service then offered by the Company, its subsidiaries or affiliatesor which the Company, its subsidiaries or affiliates haveknown plans to offer.

 

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

 

----

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement on the date first 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/ Scott J. Kelly |
|   |                               | Scott J. Kelly |

 

----