**Exhibit10(zz)**

**DPL INC.**

**LONG-TERMINCENTIVE PLAN  —  PERFORMANCE SHARES AGREEMENT**

**(GrantedUnder the 2006 Equity and Performance Incentive Plan)**

This Long-TermIncentive Plan**  —  **Performance Shares Agreement (this “Agreement”)is made as of February ___, 2007 between DPL Inc., an Ohio corporation (“DPL”)and _________________, an employee of DPL or its Subsidiaries (the “Grantee”).

WHEREAS, the Boardof Directors of DPL has duly adopted the 2006 Equity and Performance IncentivePlan (the “Plan”), which authorizes DPL to grant to eligible individualsperformance shares, each such performance share being equal in value to oneshare of DPL’s common stock, par value of $0.01 per share (the “Common Shares”);

WHEREAS, the DPL’sshareholders approved the Plan by the affirmative vote of the holders of therequisite number of outstanding Common Shares at DPL’s 2006 Annual Meeting ofShareholders (“Shareholder Approval”); and

WHEREAS, the Boardof Directors of DPL has determined that it is desirable and in the best interestsof DPL and its shareholders to approve a long-term incentive program in 2006and, in connection therewith, to grant the Grantee a certain number ofperformance shares, in order to provide the Grantee with an incentive toadvance the interests of DPL, all according to the terms and conditions setforth herein and in the Plan.

NOW, THEREFORE, inconsideration of the mutual promises and covenants contained herein, theparties hereto do hereby agree as follows:

# **ARTICLE I  — GRANT OF PERFORMANCE SHARES**

## **Section1.1**  PerformanceShares Granted.  Subject to the termsof the Plan, DPL hereby grants to the Grantee a targeted number of performanceshares equal to ______________ (the “Target Performance Shares”), payment ofwhich depends on DPL’s performance as set forth in this Agreement and in theStatement of Performance Goals (the “Statement of Performance Goals”) approvedby the Compensation Committee of DPL’s Board of Directors (the “Committee”).

## **Section1.2**  PerformanceMeasure.  The Grantee’s right to receiveall, any portion of, or more than, the Target Performance Shares will becontingent upon the achievement of specified levels of Total Shareholder ReturnRelative to Peers (“TSR Relative to Peers”), as set forth in the Statement ofPerformance Goals and will be measured over the period January 1, 2007 throughDecember 31, 2009 (“Performance Period”).

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# **ARTICLE II —  EARNING OF PERFORMANCE SHARES**

## **Section2.1**  BelowThreshold.  If, upon the conclusionof the Performance Period, TSR Relative to Peers for that Performance Periodfalls below the threshold level, as set forth in the Performance Matrixcontained in the Statement of Performance Goals, no performance shares for thatPerformance Period shall become earned.

## **Section2.2**  BetweenThreshold and Target.  If, upon theconclusion of the Performance Period, TSR Relative to Peers equals or exceedsthe threshold level, but is less than the target level, as set forth in thePerformance Matrix contained in the Statement of Performance Goals, the TargetPerformance Shares shall become earned based on performance during thePerformance Period, as determined by mathematical interpolation between 50% ofthe targeted Target Performance Shares and 100% of the Target PerformanceShares and rounded up to the nearest whole share.

## **Section2.3**  BetweenTarget and Intermediate.  If, uponthe conclusion of the relevant Performance Period, TSR Relative to Peers equalsor exceeds the target level, but is less than the intermediate level, as setforth in the Performance Matrix contained in the Statement of PerformanceGoals, the Target Performance Shares shall become earned based on performanceduring the Performance Period, as determined by mathematical interpolationbetween 100% of the targeted Target Performance Shares and 150% of the TargetPerformance Shares and rounded up to the nearest whole share.

## **Section2.4**  BetweenIntermediate and Maximum.  If, uponthe conclusion of the relevant Performance Period, TSR Relative to Peers equalsor exceeds the intermediate level, but is less than the maximum level, as setforth in the Performance Matrix contained in the Statement of PerformanceGoals, the Target Grant Performance Shares shall become earned based onperformance during the Performance Period, as determined by mathematicalinterpolation between 150% of the Target Performance Shares and 200% of theTarget Performance Shares and rounded up to the nearest whole share.

## **Section2.5**  Equalsor Exceeds Maximum.  If, upon theconclusion of the Performance Period, TSR Relative to Peers for thatPerformance Period equals or exceeds the maximum level, as set forth in thePerformance Matrix contained in the Statement of Performance Goals, 200% of theTargeted Performance Shares for that Performance Period shall become earned.

## **Section2.6**  Conditions;Determination of Earned Award. Except as otherwise provided herein, the Grantee’s right to receive anyperformance shares is contingent upon his or her remaining in the continuousemploy of DPL or a Subsidiary through the end of each Performance Period.  For purposes of this Agreement, thecontinuous employ of the Grantee shall not be considered interrupted orterminated in the case of sick leave, military leave or any other leave ofabsence approved by DPL or in the case of transfers between locations of DPLand its Subsidiaries.  Following thePerformance Periods, the Committee (or the independent members of the Board ofDirectors) shall 

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## determine whether and to what extent thegoals relating to TSR Relative to Peers have been satisfied for eachPerformance Period and shall determine the number of performance shares thatshall have become earned hereunder.

# **ARTICLE III —  CHANGE OF CONTROL**

If a Change of Control(as defined in the Plan) occurs following Shareholder Approval of the Plan andduring the Performance Periods, but before the payment of any performanceshares as set forth in Article VII below, DPL shall pay to the Grantee, as soonas practicable following the Change of Control, a pro rata number of the TargetPerformance Shares based on the number of full months that have elapsed duringeach Performance Period prior to the Change of Control and the remainingperformance shares will be forfeited.

# **ARTICLE IV —  DISABILITY OR DEATH**

If the Grantee’semployment with DPL or a Subsidiary terminates following Shareholder Approvalof the Plan and during the Performance Periods, but before the payment of anyperformance shares as set forth in Article VII below due to (a) “disability”(as defined in DPL’s long-term disability plan) or (b) death, DPL shall pay tothe Grantee or his or her executor or administrator, as the case may be, assoon as practicable following such termination of employment, a pro rata numberof the Target Performance Shares based on the number of full months during thePerformance Period during which the Grantee was employed by DPL and theremaining performance shares will be forfeited.

# **ARTICLE V  — RETIREMENT**

If the Grantee’semployment with DPL or a Subsidiary terminates following Shareholder Approvalof the Plan and during any Performance Period, but before the payment of anyperformance shares as set forth in Article VII below due to the Grantee’sretirement approved by the Committee or the Board, DPL shall pay to theGrantee, as soon as practicable following the end of each Performance Period,the performance shares to which the Grantee would have been entitled underArticle II above, had the Grantee remained employed by DPL through the end ofeach of the Performance Periods, prorated based on the number of full monthsduring the Performance Period during which the Grantee was employed by DPL andthe remaining performance shares will be forfeited.

# **ARTICLEVI  —  FORFEITING OF PERFORMANCE SHARES**

If the Grantee’semployment with DPL or a Subsidiary terminates before the end of the applicablePerformance Period for any reason other than as set forth in Articles IV and Vabove, the performance shares will be forfeited.

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# **ARTICLEVII  —  PAYMENT OF PERFORMANCE SHARES**

Payment of anyperformance shares that become earned as set forth herein will be made in theform of Common Shares.  Except asotherwise provided in Articles III, IV and V, payment will be made as soon aspracticable after the last fiscal year of each Performance Period and thedetermination by the Committee (or the independent members of the Board ofDirectors) of the level of attainment of TSR Relative to Peers, but in no eventshall such payment occur after two and a half months from the end of theapplicable Performance Period. Performance shares will be forfeited if they are not earned at the endof the applicable Performance Period and, except as otherwise provided in thisAgreement, if the Grantee ceases to be employed by DPL or a Subsidiary at anytime prior to such shares becoming earned at the end of each PerformancePeriod.  To the extent that DPL or anySubsidiary is required to withhold any federal, state, local or foreign tax inconnection with the payment of earned performance shares pursuant to thisAgreement, it shall be a condition to the receipt of such performance sharesthat the Grantee make arrangements satisfactory to DPL or such Subsidiary forpayment of such taxes required to be withheld. This tax withholding obligation shall be satisfied by DPL withholdingperformance shares otherwise payable pursuant to this award.

# **ARTICLEVIII  —  DIVIDENDS**

Except as provided inSection 11.5 below, no dividends shall be accrued or earned with respect to theperformance shares until such performance shares are earned by the Grantee asprovided in Article II hereof.

# **ARTICLEIX  —  NON-ASSIGNABILITY**

The performance sharesand the Common Shares subject to this grant are personal to the Grantee and maynot be sold, exchanged, assigned, transferred, pledged, encumbered or otherwisedisposed of by the Grantee until they become earned as provided in thisAgreement; provided, however, that the Grantee’s rights withrespect to such performance shares and Common Shares may be transferred by willor pursuant to the laws of descent and distribution.  Any purported transfer or encumbrance inviolation of the provisions of this Article IX shall be void, and the otherparty to any such purported transaction shall not obtain any rights to orinterest in such performance shares or Common Shares.

# **ARTICLE X  —  ADJUSTMENTS**

In the event of anychange in the number of Common Shares by reason of a merger, consolidation,reorganization, recapitalization, or similar transaction, or in the event of astock dividend, stock split, or distribution to shareholders (other than normalcash dividends), the Committee shall adjust the number and class of sharessubject to outstanding Target Performance Shares and 

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Deferred Units (as defined below) and other valuedeterminations applicable to outstanding Target Performance Shares and DeferredUnits.  No adjustment provided for inthis Article X shall require DPL to issue any fractional share.

# **ARTICLEXI  —  DEFERRAL**

## **Section 11.1**  Ability to Defer.  The Grantee may elect to defer receipt of allor any portion of the earned performance shares, which will be credited to abookkeeping account in the Grantee’s name.

## **Section 11.2**  Elections.  An election pursuant Section 11.1 must bemade in writing and delivered to DPL within 30 days of the date of grant ofsuch performance shares, provided that the election is made at least one yearin advance of the earliest date on which the performance shares could beearned.  If the Grantee does not file anelection form by the specified date, he or she will receive the performanceshares when they otherwise would have been paid pursuant to Article VII.

## **Section 11.3**  Crediting to Accounts.  If a Grantee elects to defer receipt of theearned performance shares, there will be credited to the Grantee’s account asof the day such Common Shares underlying the earned performance shares wouldhave been paid, a number of deferred units (the “Deferred Units”) equal to thenumber of Common Shares that would otherwise have been delivered to the Granteepursuant to Article VII on such date. The Deferred Units credited to the Grantee’s account (plus anyadditional shares credited pursuant to Section 11.5 below) will represent thenumber of Common Shares that DPL will issue to the Grantee at the end of thedeferral period.  All Deferred Units willbe 100% vested at all times.

## **Section 11.4**  Deferral Period.  The Deferred Units will be subject to adeferral period beginning on the date of crediting to the Grantee’s account andending upon such period as the Grantee may have elected.  The period of deferral will be for a minimumperiod of one year, except in the case where the Grantee elects a deferralperiod determined by reference to his or her termination of employment.  The Grantee may elect payment in a lump sumor payment in equal installments.  TheGrantee may change the period of deferral by filing a subsequent election withDPL at least twelve months before the date of the previously elected paymentdate and the newly elected payment date (or payment commencement date) must beat least five years after the previously elected payment date (or thepreviously elected payment commencement date); provided, however,that such modification shall not be effective unless the Grantee remains anemployee for at least twelve months after the date on which such modificationwas made.  During the deferral period,the Grantee will have no right to transfer any rights under his or her DeferredUnits and will have no other rights of ownership therein.

## **Section 11.5**  Dividend Equivalents.  The Grantee’s account will be credited as ofthe last day of each calendar quarter with that number of additional DeferredUnits equal to the amount of cash dividends paid by DPL during such quarter onthe number of Common Shares equivalent to the number of Deferred Units in theGrantee’s account from time to time during such quarter divided by the MarketValue per Share of one 

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## Common Share on the day immediately preceding the last business day ofsuch calendar quarter.  Such dividendequivalents, which will likewise be credited with dividend equivalents, will bedeferred until the end of the deferral period for the Deferred Units withrespect to which the dividend equivalents were credited.

## **Section 11.6**  Early Payment.  Notwithstanding the foregoing provisions, (i)if, upon the Grantee’s termination of employment, the value of the Grantee’saccount is less than $500, the amount of the Grantee’s account will beimmediately paid to the Grantee in Common Shares, (ii) if a Change of Controloccurs, the amount of the Grantee’s account will immediately be paid to theGrantee in full in Common Shares and (iii) in the event of an unforeseeableemergency, as defined in Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”), that is caused by an event beyond the control of theGrantee and that would result in severe financial hardship to the Grantee ifacceleration was not permitted, the Committee will accelerate the payment ofCommon Shares to the Grantee in the Grantee’s account, but only up to theamount necessary to meet the emergency.

# **ARTICLEXII  —  COMPLIANCE WITH SECTION 409A OF THE CODE**

To the extent applicable,it is intended that this Agreement and the Plan comply with the provisions ofSection 409A of the Code, so that the income inclusion provisions of Section409A(a)(1) of the Code do not apply to the Grantee.  This Agreement and the Plan shall beadministered in a manner consistent with this intent, and any provision thatwould cause the Agreement or the Plan to fail to satisfy Section 409A of theCode shall have no force and effect unless and until amended to comply withSection 409A of the Code (which amendment may be retroactive to the extentpermitted by Section 409A of the Code and may be made by DPL without theconsent of the Grantee).  In particular,to the extent the Grantee has a right to receive payment pursuant to ArticleIII or IV and the event triggering the right to payment does not constitute apermitted distribution event under Section 409A(a)(2) of the Code, thennotwithstanding anything to the contrary in Article III, IV or VII above,issuance of the Common Shares will be made, to the extent necessary to complywith Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee’s“separation from service” with DPL (determined in accordance with Section409A); provided, however, that if the Grantee is a “specifiedemployee” (within the meaning of Section 409A), the Grantee’s date of issuanceof the Common Shares shall be the date that is six months after the date of theGrantee’s separation of service with DPL; (b) the date the payment wouldotherwise occur under this Agreement (to the extent it constitutes a permitteddistribution event); or (c) the Grantee’s death.  References to Section 409A of the Code willalso include any proposed, temporary or final regulations, or any otherguidance, promulgated with respect to such Section by the U.S. Department ofthe Treasury or the Internal Revenue Service.

# **ARTICLEXIII  —  MISCELLANEOUS**

## **Section 13.1**  Interpretation.  The contents of this Agreement are subject inall respects to the terms and conditions of the Plan as approved by the Boardof Directors 

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## and the shareholders of DPL, which are controlling.  The interpretation and construction by theBoard and/or the Committee of any provision of the Plan or this Agreement shallbe final and conclusive upon the Grantee, the Grantee’s estate, executor,administrator, beneficiaries, personal representative and guardian and DPL andits successors and assigns.  Unlessotherwise indicated, the capitalized terms used in this Agreement shall havethe same meanings as set forth in the Plan.

## **Section 13.2**  Fractional Shares.  Any fractional share earned under thisAgreement will be rounded up or down to the nearest whole share.

## **Section 13.3**  No Right to Employment.  The grant of the performance shares isdiscretionary and will not be considered to be an employment contract or a partof the Grantee’s terms and conditions of employment or of the Grantee’s salaryor compensation.

## **Section13.4**  Successorsand Assigns.  This Agreement, and theterms and conditions of the Plan, shall bind, and inure to the benefit of theGrantee, the Grantee’s estate, executor, administrator, beneficiaries, personalrepresentative and guardian and DPL and its successors and assigns.

## **Section 13.5**  Governing Law.  This Agreement shall be governed by the lawsof the State of Ohio (but not including the choice of law rules thereof).

## **Section 13.6**  Amendment.  Any amendment to the Plan shall be deemed tobe an amendment to this Agreement to the extent that the amendment isapplicable hereto.  The terms andconditions of this Agreement may not be modified, amended or waived, except byan instrument in writing signed by a duly authorized executive officer at DPL.  Notwithstanding the foregoing, no amendmentshall adversely affect the Grantee’s rights under this Agreement without theGrantee’s consent.

# **ARTICLEXIV  —  NOTICES**

All notices under thisAgreement to DPL must be delivered personally or mailed to DPL at its principaloffice, addressed to the attention of the Corporate Secretary.  DPL’s address may be changed at any time bywritten notice of such change to the Grantee. All notices under this Agreement to the Grantee will be deliveredpersonally or mailed to the Grantee at his or her address as shown from time totime in DPL’s records.

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IN WITNESS WHEREOF, the parties hereto have dulyexecuted this Long Term Incentive Plan  — Performance Shares Agreement, or causedthis Long-Term Incentive Plan**  —  **PerformanceShares Agreement to be duly executed on their behalf, as of the day and yearfirst above written.
|        | **DPL INC.**                                 |
|--------|----------------------------------------------|
|   |                                         |
|   | By:                                          |   |
|   | Name: Paul M. Barbas                         |
|   | Title: President and Chief Executive Officer |
|   |                                         |
|   |                                         |
|   |                                         |
|   | Grantee                                      |

 

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