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EXHIBIT 10(C)

                       THE DAYTON POWER AND LIGHT COMPANY

                         MANAGEMENT STOCK INCENTIVE PLAN

                     (AS AMENDED THROUGH DECEMBER 31, 2000)

SECTION 1. PURPOSES.

     The purposes of the Plan are (i) to attract and retain in the employment of
the Company executives of experience and ability by providing incentives to
those who contribute to the successful operation of the business and affairs of
the Company, (ii) to increase the identity of interests of such key employees
with those of the Company's shareholders, (iii) to encourage achievement of the
Company's long term goals and objectives, and (iv) to prevent frustration of the
goals of this Plan in the event of a Change of Control.

SECTION 2. DEFINITIONS.

     The following terms as used herein shall have the following meanings:

     (A) "BOARD OF DIRECTORS" means the Board of Directors of DPL Inc. in place
from time to time prior to a Change of Control.

     (B) "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 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 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 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,


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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
subsidiar(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).

     (C) "CEO" means the Chief Executive Officer of DPL, duly installed, from
time to time, prior to a Change of Control. However, "Committee" will be
substituted for "CEO" in discussing the CEO's rights and benefits under the
Plan.

     (D) "COMMITTEE" means the Management Review and Compensation Committee of
the Board of Directors of DPL Inc. or such other committee(s) as may be
designated by the Board of Directors of DPL Inc. from time to time to administer
the Plan.

     (E) "COMPANY" means The Dayton Power and Light Company ("DP&L"), DPL Inc.
("DPL") and any entity which, prior to a Change of Control, is controlling,
controlled by or under common control with DP&L or DPL Inc.

     (F) "DEFERRED COMPENSATION PLAN" means the Company's Key Employees Deferred
Compensation Plan, as the same may be amended, modified or supplemented from
time to time.

     (G) "DIVIDEND EQUIVALENT" means the expression on the Company's books of a
dividend with respect to a Stock Incentive Unit; each Dividend Equivalent being
equal to the cash dividends paid from time to time on one Share.

     (H) "EARNED STOCK INCENTIVE UNITS" means Stock Incentive Units which have
been awarded and have been earned in accordance with Section 6, together with
all Dividend Equivalents with respect to such Earned Stock Incentive Units in
accordance with Section 6 (including any Stock Incentive Units credited to the


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Participant's account as the result of the conversion of such Dividend
Equivalents into Stock Incentive Units).

     (I) "FAIR MARKET VALUE" means the average of the closing sale price of a
Share on the last trading day of each of the four calendar months preceding the
date the value of a Share is to be determined, as reported on the New York Stock
Exchange--Composite Transactions Tape.

     (J) "INCENTIVE PERIOD" means the period established by the Committee with
respect to each Stock Incentive Award, over which period the Stock Incentive
Units included in such award are to be earned as provided in Section 6(d) of the
Plan. The Incentive Period shall be specified by the Committee in and with
respect to each Stock Incentive Award made. If the Incentive Period is not so
specified then it shall be the calendar plan year to which the Stock Incentive
Award relates.

     (K) "PLAN" means this Management Stock Incentive Plan.

     (L) "SHARE" means a Common Share of DPL Inc.

     (M) "STOCK INCENTIVE AWARD" means an award made under the Plan with respect
to a specified Incentive Period.

     (N) "STOCK INCENTIVE UNIT" means the expression on the Company's books of a
unit which is equivalent to one Share.

     (O) "TERMINATION OF EMPLOYMENT" means, when used with respect to the
payments to be made to a Participant pursuant to Section 8 of the Plan, (i) the
date such Participant's employment with the Company terminates, if such
termination occurs on or after such Participant's 55th birthday or (ii) if such
Participant's employment with the Company terminates prior to such Participant's
55th birthday, the date of such Participant's 55th birthday.

SECTION 3. ADMINISTRATION.

     (A) COMMITTEE. The Plan shall be administered by the Committee. No director
shall serve as a voting member of the Committee if he is then, or was at any
time within one year prior to his appointment, eligible to participate in the
Plan or eligible for selection as a person to whom Shares may be allocated or to
whom stock options may be granted pursuant to any other plan of the Company or
any of its affiliates, other than the DP&L Directors' Deferred Stock
Compensation Plan and the Directors' Deferred Compensation Plan, entitling the
participants therein to acquire Shares, options or stock appreciation rights of
the Company or any of its affiliates.

     (B) AUTHORITY AND DISCRETION. Prior to a Change of Control, the Committee
shall have the power to interpret the Plan and, subject to the provisions herein
set forth, to prescribe, amend and rescind rules and regulations and make all
other determinations necessary or desirable for the administration of the Plan.
The decision of the Committee on any questions


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concerning or involved in the interpretation or administration of the Plan shall
be final and conclusive, and nothing in the Plan shall be deemed to give any
officer or employee, his legal representatives or assigns, any right to
participate in the Plan except to such extent, if any, as the Committee may have
determined or approved pursuant to the provisions of the Plan.

SECTION 4. ELIGIBILITY.

     Employees eligible to participate in the Plan shall be those full-time
salaried employees of the Company or any entity comprising the Company who, in
the opinion of the Committee, serve in key executive, administrative,
professional or technical capacities with the Company or any entity comprising
the Company and have made a significant contribution to the successful operation
of the Company or any entity comprising the Company.

SECTION 5. PARTICIPANTS.

     From the employees eligible to participate in the Plan, the Committee may
annually choose those who shall actually participate for that year in the Plan
(the "Participants"), and shall determine the number of Stock Incentive Units to
comprise each Participant's Stock Incentive Award. In choosing the Participants
and in determining the number of Stock Incentive Units comprising a Stock
Incentive Award, the Committee shall consider, after consulting with the CEO
concerning his recommendations on these matters, the positions and
responsibilities of the eligible employees, their accomplishments during recent
periods, the corporate and individual objectives jointly established with the
CEO, the value of such accomplishments to the Company, and such other factors as
the Committee deems pertinent. The Company may determine in any year during the
term of the Plan not to make any Stock Incentive Awards with respect to such
year.

SECTION 6. OPERATION OF THE PLAN.

     (A) STOCK INCENTIVE AWARDS. Stock Incentive Awards shall be made by the
Committee at such time or times as it may determine; however, Stock Incentive
Awards shall generally be made in the year preceding commencement of the next
plan year. At the time the Committee makes a Stock Incentive Award, it shall
determine the aggregate number of Stock Incentive Units which may be earned by
each Participant over the Incentive Period. Except as expressly provided in a
Stock Incentive Award, the terms and conditions of the Plan shall be deemed to
be incorporated in and shall control all Stock Incentive Awards. However, to the
extent inconsistent with any provision of this Plan (including, without
limitation, Section 10), the terms of a Stock Incentive Award (other than a
Stock Incentive Award applicable to Previously Earned Units) shall control this
Plan.

     (B) PREVIOUSLY AWARDED STOCK INCENTIVE UNITS. Previously awarded Stock
Incentive Units shall be deemed to have been earned or, in the future, will be
earned to the extent to which they would have been earned if Section 6(d) had
been in effect at the


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time they previously were awarded and based on the Incentive Period applicable
to the related Stock Incentive Award previously awarded.

     (C) CREDITING OF STOCK INCENTIVE UNITS AND DIVIDEND EQUIVALENTS. Earned
Stock Incentive Units for each year following the effective date of the Plan
accrue and shall be credited to a Participant's separate account under the Plan
on the first day of the month following the date on which they are earned. On
each dividend payment date a Dividend Equivalent shall be credited to such
account for each Earned Stock Incentive Unit (or, if and to the extent that the
related Stock Incentive Award otherwise provides, for Stock Incentive Units
awarded, whether or not such units are Earned Stock Incentive Units) credited to
the Participant's account. On any dividend payment date when the value of
accumulated Dividend Equivalents on Stock Incentive Units as provided above in a
Participant's account equals the Fair Market Value of a full Share on such date,
such Dividend Equivalents shall, subject to the terms of the Stock Incentive
Award, the terms of which shall control this Plan to the extent inconsistent
herewith, be credited to the Participant's account as an Earned Stock Incentive
Unit. Such separate accounts are established only as a mechanism for measuring
the potential number of Shares which may be distributed under the Plan. The
Company shall retain beneficial ownership of all Stock Incentive Units and
Dividend Equivalents credited to the accounts and such Stock Incentive Units and
Dividend Equivalents will be subject to the claims of DP&L's creditors. No
Participant or beneficiary has or will have any property interest in any Stock
Incentive Units or Dividend Equivalents credited to such Participant's account
or in any specific assets of the Company.

     (D) EARNING OF STOCK INCENTIVE UNITS. Awarded Stock Incentive Units shall
be earned as specified in the related Stock Incentive Award or as otherwise
determined by the Committee. Subject to such Stock Incentive Award and any
determinations by the Committee, the terms of which shall control this Plan to
the extent inconsistent herewith, the maximum number of Stock Incentive Units
which may be earned in any one year shall be equal to the product obtained by
multiplying the total number of Stock Incentive Units included in a Stock
Incentive Award by a fraction, the numerator of which is one and the denominator
of which is the number of calendar years in the Incentive Period. For example,
in the case of a Stock Incentive Award for which a one-year Incentive Period
applies, all of the Stock Incentive Units may be earned in the calendar year to
which the Stock Incentive Award relates, and in the case of a Stock Incentive
Award for which a three year Incentive Period has been fixed by the Committee,
up to one-third of the Stock Incentive Units included in the Stock Incentive
Award may be earned each year. Unless the related Stock Incentive Award
otherwise provides, by its terms or by implication, prior to or as soon as
practicable after the end of each calendar year the Committee will review with
each Participant his or her achievement of the related performance goals and
will specify the number of Stock Incentive Units which have been earned for that
year by the Participant.


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SECTION 7. PAYMENTS UNDER THE PLAN.

     (A) RIGHT TO PAYMENT OF EARNED STOCK INCENTIVE UNITS. A Participant shall
be entitled to receive payment for an awarded Stock Incentive Unit in a given
year of the Incentive Period only if such Stock Incentive Unit shall have been
earned under the provisions of Section 6(d) and, except as provided under
Section 10 and Section 7(d) hereof, or in the Stock Incentive Award, a Stock
Incentive Unit, though earned, only becomes vested (and, thus, ultimately
payable in accordance with Section 8) if the Participant is employed by the
Company on the last day of the year of the Incentive Period in which the
Participant could earn a portion of the particular Stock Incentive Units
awarded. All Stock Incentive Units which do not become so vested shall be
forfeited. The CEO or the Committee may, however, accelerate the earning and
vesting of any Stock Incentive Units awarded whether or not earned or vested, if
he or it determines in his or its sole opinion that such action is warranted.

Notwithstanding any provision of the Plan to the contrary, in the event of the
     death of a Participant, then all of such Participant's 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 and shall immediately become fully vested
     and shall be paid in accordance with the provisions of Section 8.

     (B) TIME OF PAYMENT OF EARNED STOCK INCENTIVE UNITS. Payment for Earned
Stock Incentive Units which have been vested under Section 7(a) and Section 7(d)
shall be made in accordance with the provisions of Section 8 hereof.

     (C) WITHHOLDINGS. There shall be deducted from all payments any taxes
required by an Federal, state, or local government to be withheld and paid over
to the government for the account of the Participant.

     (D) SPECIAL PROVISION FOR VESTING OF CERTAIN EARNED STOCK INCENTIVE UNITS.
All Earned Stock Incentive Units comprising the 1997 award (which covers the
period 1998-2000) and the 1998 award (which covers the period 1999-2001)
("Previously Earned Units") will vest in three equal annual installments
commencing on December 31, 2000 and December 31 of each year thereafter. The
Participant must be employed by the Company on the date of an installment in
order to become vested in and be entitled to payment with respect to the
Previously Earned Units vesting on that date. Notwithstanding the above
sentence, in the event a Participant is entitled to benefits pursuant to
paragraph 3 (or successor provision) of the Participant's severance letter
agreement with the Company (or, if the Participant is not then a


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party to a severance letter agreement, pursuant to paragraph 3 (or successor
provision) of the most restrictive severance letter agreement between the
Company and any employee [in terms of triggering the Company's obligation to pay
benefits to the employee]), then all Previously Earned Units which have not yet
vested shall immediately become fully vested and shall be paid in accordance
with the provisions of Section 10 of the Plan.

SECTION 8. DEFERRAL PROVISIONS.

     (A) FILING OF ELECTION FORM. Under the Plan, a Participant must elect to
defer payment of any amounts payable under the Plan by providing the Company
with a written Election Form, in the form attached hereto as Exhibit A or such
other form as the Committee may designate from time to time (the "Deferral
Election Form"), prior to the commencement of the Incentive Period which the
Committee uses as a basis for determining what portion of the particular annual
installment of his Stock Incentive Award may be earned. For example, if a
Participant were to elect to defer payment of Stock Incentive Units which would
be deemed to be earned on December 31, 2000, the Election Form must be received
by the Company prior to January 1, 2000.

     (B) PAYMENT OF AMOUNTS DEFERRED UNDER THE PLAN. Payment of a Participant's
deferred Stock Incentive Units which become earned and vested shall be made in
the form of Shares in a lump sum or in annual installments over a period of up
to twenty years, as the Participant may elect in his Deferral Election Form, and
shall be made, or commence, unless otherwise determined by the Committee in its
discretion, on or prior to the January 31 immediately following the date
specified by the Participant in his Deferral Election Form, provided such date
is after his termination of employment, and with subsequent annual installments,
if payments are to be made in annual installments, to be paid on or prior to
each January 31 thereafter. All payments under the Plan with respect to earned
and vested Stock Incentive Units shall be in the form of Shares and a
Participant shall be entitled to receive one Share for each earned and vested
Stock Incentive Unit credited to his account (with a cash payment being made for
any fractional shares). After termination of a Participant's employment, such
Participant's account shall continue to be credited with Dividend Equivalents as
provided in Section 6(c) with respect to any unpaid earned and vested Stock
Incentive Units.

Notwithstanding any other provision of the Plan (other than Sections 8(d) and
     10(b)) or any election made by a Participant under the Plan or in any
     Deferral Election Form, no Participant who has been granted stock options
     under the DPL Inc. Stock Option Plan (the "Stock Option Plan") shall be
     entitled to receive any payment under the Plan prior to January 1, 2005
     with respect to that number of earned and vested Stock Incentive Units
     which is equal to 1/3 of the aggregate number of stock options which have
     been granted to such Participant under the Stock Option Plan.
     Notwithstanding the foregoing, any Participant may receive


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     payment of his earned and vested Stock Incentive Units in accordance with
     Sections 8(d) and 10(b).

     (C) EARNED STOCK INCENTIVE UNITS CREDITED AS CASH. Prior to December 31,
1999, certain Participants (the "Electing Participants") elected to convert a
portion of their Earned Stock Incentive Units to cash. The amount each Electing
Participant so elected to convert to cash was credited to the Standard Deferral
Account of such Electing Participant under the Deferred Compensation Plan. Since
February 2, 1999, no further conversion of any Earned Stock Incentive Units into
cash has been permitted under the Plan and payment of the Earned Stock Incentive
Units previously converted into cash shall be in accordance with the Deferred
Compensation Plan.

     (D) EARLY PAYMENT. A Participant may in no event receive a distribution of
all or a portion of the Stock Incentive Units which are earned and vested and
credited to his account prior to the time that the Participant elected to
receive such distribution pursuant to Section 8(a). Notwithstanding the
foregoing: (i) the Committee may, upon receiving a written request from the
Participant, or his or her beneficiary in the event of the death of a
Participant, upon determining that a distribution is in the best interest of the
Company and the Participant (or his or her beneficiary) taking into account the
financial condition of each, distribute all or a portion of the Participant's
account; and (ii) upon written request by a Participant to receive his entire
account balance in the Plan made at any time after termination of his or her
employment (or consultation arrangement) with DP&L or DPL Inc., for any reason,
after a Change of Control, the amount credited to such Participant's account
shall be paid to such Participant in a lump sum within ten (10) days after the
date of such written request, provided that the Participant shall be entitled to
only 90% of such account balance and shall irrevocably forfeit 10% of such
account balance by making the withdrawal.

     (E) LACK OF STOCK EXCHANGE LISTING. In the event that the Shares cease to
be listed on the New York Stock Exchange, then, unless a Participant's Earned
Stock Incentive Units are then immediately payable to such Participant in
accordance with Section 10(b), such Participant's Standard Deferral Account
under the Deferred Compensation Plan shall be credited with an amount equal to
the Conversion Price multiplied by the number of Earned Stock Incentive Units
credited to his account (or if the Participant does not have a Standard Deferral
Account the Company shall establish such an account for him), and thereafter
payment of the amount so credited to such Participant's Standard Deferral
Account shall be in accordance with the Deferred Compensation Plan. For this
purpose, "Conversion Price" means: (i) the Fair Market Value of a Share on the
date that the Shares cease to be listed on the New York Stock Exchange or (ii)
if the Shares cease to be so listed as a result of a Change of Control, the
greater of (x) the amount determined in accordance with the foregoing clause
(i), (y) the closing sales price of a Share on the New York Stock
Exchange--Composite Transaction Tape on the date the Shares cease to be so
listed or (z) the closing sales price of a


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Share on the New York Stock Exchange--Composite Transaction Tape on the date on
which a Change of Control occurs.

SECTION 9. MASTER TRUSTS.

     (A) PARTICIPANT'S ACCOUNT. The Company has established, and may in the
future establish, one or more trusts (each such trust, as it may be amended from
time to time, is referred to herein as a "Master Trust") for the purpose, among
others, of securing the performance by the Company of its obligations to
Participants under the Plan and has funded one or more of the Master Trusts in
an aggregate amount of Shares and/or cash as the Company has determined to be
equal to the value of all Earned Stock Incentive Units and other currently
vested or earned benefits of the Participants under the Plan. Pursuant to one or
more of the Master Trusts, each Participant has been assigned a separate account
as a mechanism for measuring the potential benefits which may be distributed in
the future. Subsequent transfers of Shares and/or cash which the Company is
required to make to the Master Trusts pursuant to Section 9(b) or 10(d) hereof
or otherwise shall be allocated among the Master Trusts as the Committee may
determine from time to time.

     (B) SUCCESSIVE TRANSFERS. On or before the twentieth day following the end
of each successive calendar quarter, the Company shall transfer to one or more
of the Master Trusts an aggregate amount of Shares and/or cash as it shall
determine to be equal to the value of benefits of Participants under the Plan
which benefits have vested or have been earned (i.e., all Earned Stock Incentive
Units) during such calendar quarter.

     (C) TITLE TO FUNDS. DP&L shall retain beneficial ownership of all assets
transferred to the Master Trusts and such assets will be subject to the claims
of DP&L's creditors. No Participant or beneficiary has or will have any property
interest in the assets held in the Master Trusts or in any other specific asset
of the Company.

SECTION 10. CHANGE OF CONTROL.

     (A) AUTOMATIC TRANSFER OF AUTHORITY. In the event of a Change of Control,
any and all authority and discretion which is exercisable by the Committee, or
the CEO, as heretofore or hereafter described in the Plan, shall automatically
be transferred to the Trustees of each Master Trust to the extent that benefits
under the Plan are being funded under such Master Trust.

     (B) ACCELERATION UPON CHANGE OF CONTROL. In the event any Participant who
is a party to a Severance Contract (as defined in the Master Trust or as
otherwise determined by the Committee) is entitled to benefits pursuant to
paragraph 3 (or successor provision) of such Severance Contract, any and all of
his 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


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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, notwithstanding the second paragraph of Section 8(b) hereof, all
such Earned Stock Incentive Units (including, without limitation, Previously
Earned Units), shall be payable to such Participant as the Participant has
elected on his Deferral Election Form. For purposes of any payment to a
Participant pursuant to the foregoing sentence, all Earned Stock Incentive Units
shall be valued as at the date of termination of employment at an amount equal
to the greater of (i) an amount based on the higher of the closing sales price
on the New York Stock Exchange--Composite Transaction Tape on the date of
termination or the date on which a Change of Control occurs, whichever is
greater, of Common Shares of DPL Inc. or (ii) the Conversion Price (as
determined in accordance with Section 8(e)). If such Earned Stock Incentive
Units are not payable in a lump sum upon termination of employment in accordance
with the Participant's Deferral Election Form, the value of such Earned Stock
Incentive Units shall be immediately credited to the Standard Deferral Account
of such Participant under the Deferred Compensation Plan (or if the Participant
does not have such an account, the Company shall establish such an account for
him or her), and thereafter payment of the amount so credited shall be in
accordance with the Deferred Compensation Plan.

     (C) (Intentionally left blank.)

     (D) FUNDING OF MASTER TRUSTS. Upon a Change of Control, the Company shall
immediately transfer to one more of the Master Trusts an aggregate amount of
Shares and/or cash which, when combined with the other assets of the Master
Trusts contributed or accruing thereto under or by reason of Section 9 hereof,
is equal to the value of benefits of Participants under the Plan (i.e., the
value of all Earned Stock Incentive Units) accrued through the date of
occurrence of the Change of Control event, determined after application of
Section 10(b).

SECTION 11. NOTICES.

     Any notice, election or any request required or permitted hereunder, which
is to be mailed or requested from the Secretary or the CEO of the Company, shall
be delivered or mailed, postage prepaid, as follows:

     (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, P.O. Box 1247
          Dayton, Ohio 45432
          Attention:  Corporate Secretary

     (b)  After a Change of Control, to the Trustees of each Master Trust
          pursuant to which benefits under the Plan


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          are being funded, at the notice address specified by such Trustees in
          the applicable trust agreement.

     The Company or Trustees may from time to time change their addresses for
receipt of notices by giving notice of such change to the Participants, but no
such change shall be deemed to be effective until notice thereof is actually
received by the Participant to whom it is directed.

SECTION 12. CONDITIONS UPON AWARDS AND PAYMENTS.

     No provision of the Plan or any Stock Incentive Award shall be binding upon
the Company or enforceable against the Company to the extent that it would cause
the Company not to comply with all relevant provisions of state and federal law.

SECTION 13. NO RIGHT TO EMPLOYMENT.

     Nothing in the Plan shall confer upon any Participant or other eligible
employee the right to continue in the employment of the Company or affect any
right the Company may have to terminate the employment of any Participant or
other eligible employee.

SECTION 14. NO RIGHTS AS SHAREHOLDERS.

No Participant who receives a Stock Incentive Award under the Plan shall have
     any rights as a shareholder of the Company as a result thereof unless and
     until Shares are issued to such Participant in accordance with the Plan.

SECTION 15. NON-UNIFORM DETERMINATIONS.

The Committee's determination under the Plan (including, without limitation, its
     selection of Participants to receive Stock Incentive Awards, the length of
     Incentive Periods, and the amount of timing of awards) need not be uniform,
     and may be made by it selectively among persons who receive, or are
     eligible to receive Stock Incentive Awards under the Plan, whether or not
     such persons are similarly situated.

SECTION 16. NON-TRANSFERABILITY.

     Neither a Participant, nor his beneficiary, nor any other individual shall
have any right by way of anticipation or otherwise to alienate, sell, transfer,
assign, pledge, charge or otherwise dispose of any benefits which may become
payable under this Plan, prior to the time that payment of any such benefit is
made, and any attempted anticipation, alienation, sale, transfer, assignment,
pledge, charge, or other disposition shall be null and void. Furthermore, none
of the benefits payable under this Plan shall be subject to the claim or legal
process of the creditors of any Participant or of the beneficiary, spouse or
former spouse of any Participant or of any other person or entity.

SECTION 17. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.


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In the event of a share dividend, a stock split, recapitalization, merger,
     consolidation, reorganization, split-up, combination or exchange of shares,
     spin-off, extraordinary dividend in property or in kind, or other similar
     corporate changes (each of the foregoing, an "Extraordinary Transaction")
     the number and/or kind of Stock Incentive Units allocated to a
     Participant's account shall be appropriately adjusted by the Committee
     (whose determination in each case shall be conclusive) as the Committee may
     determine to be necessary to ensure equitable treatment to each Participant
     as a result of the consummation of any Extraordinary Transaction.

SECTION 18. INTERPRETATION AND AMENDMENT.

     This Plan will be administered by the Committee. The decision of the
Committee with respect to the administration or interpretation of the Plan will
be final and binding. The Committee reserves the right, prior to a Change in
Control, to amend, modify or terminate the Plan; provided, however that (i) no
amendment, modification or termination of the Plan shall affect an election to
defer payments already in effect for the current calendar year or any preceding
calendar year or shall otherwise adversely affect any right or benefit earned or
accrued under the Plan by any Participant prior to any such amendment,
modification or termination without the prior written consent of such
Participant, and (ii) following a Change of Control the Committee's discretion
will be exercised as provided in Section 10(a) hereof; provided further that the
Trustees shall have no authority to terminate the Plan.

SECTION 19. GENDER AND NUMBER.

     Except when indicated by the context, any masculine terminology used herein
shall also include the feminine, and the use of any term herein in the singular
may also include the plural.

SECTION 20. CHOICE OF LAW.

     This Plan shall be construed, rendered and governed by the laws of the
State of Ohio.


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                                    EXHIBIT A

                       THE DAYTON POWER AND LIGHT COMPANY

                         MANAGEMENT STOCK INCENTIVE PLAN

                             DEFERRAL ELECTION FORM


INSTRUCTIONS:

     This Election Form relates to Stock Incentive Units deferred pursuant to
the Management Stock Incentive Plan (the "Plan"). Under the Plan, deferred Stock
Incentive Units are credited to a Participant's Account in a Master Trust or
Trusts created by DP&L.

     Payments. Payments shall be made from the Plan in the form of DPL Inc.
     common shares after termination of employment (check one):

     a. ___  in a lump sum payment;

     b. ___  annually over a period of up to twenty years.
             (Specify number of years _____.)

     Such payment(s) shall be made or commence by no later than the January 31
immediately following: __________________ (specify date).

     Upon my death (check one):

        ___  payments to my beneficiary shall continue or commence in the same
             method to be paid to me as elected above.

        ___  payments are to be made to my beneficiary in a lump sum.


DESIGNATION OF BENEFICIARY

     In the event of my death all payments required to be made under the Plan
shall be made to the following person:

Name of designated
beneficiary:                        ___________________________________

Address of designated
beneficiary:                        ___________________________________

                                    ___________________________________

                                    ___________________________________

                                    ___________________________________


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     If the above-designated beneficiary does not survive me, payments will be
made to the following successor beneficiary (or to my estate on failure to
designate otherwise):

Name of designated
beneficiary:                        ___________________________________

Address of designated
beneficiary:                        ___________________________________

                                    ___________________________________

                                    ___________________________________


                                    ___________________________________
                                                 Signature

                                    ___________________________________
                                                    Date

     This Election Form was received by the Secretary of the Company on
______________________.


                                    ___________________________________
                                                 Secretary


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