Exhibit 10(g)


 


AMENDMENT NO. 1


TO

THE DAYTON POWER AND LIGHT COMPANY

KEY EMPLOYEES DEFERRED COMPENSATION PLAN

(As Amended Through December 31, 2000)

WITH RESPECT TO

THE AMERICAN JOBS CREATION ACT OF 2004


 


WHEREAS,
The Dayton Power and Light Company and DPL Inc. (collectively, the “Company”)
adopted The Dayton Power and Light Company Key Employees Deferred Compensation
Plan (As Amended Through December 2, 2003) (the “Plan”); and


 


WHEREAS,
the Plan is classified as a “nonqualified deferred compensation plan” under the
Internal Revenue Code of 1986, as amended (the “Code”); and


 


WHEREAS,
the American Jobs Creation Act of 2004, P.L. 108-357 (the “AJCA”) added a new Section 409A
to the Code, which significantly changed the Federal tax law applicable to “amounts
deferred” under the Plan after December 31, 2004; and


 


WHEREAS,
pursuant to the AJCA, the Secretary of the Treasury and the Internal Revenue
Service will issue proposed, temporary or final regulations and/or other
guidance with respect to the provisions of new Section 409A of the Code
(collectively, the “AJCA Guidance”); and


 


WHEREAS,
the AJCA Guidance has not yet been issued; and


 


WHEREAS,
all amounts credited to each Key Employee’s Standard Deferral Account under the
Plan are 100% vested; and


 


WHEREAS,
to the fullest extent permitted by Code Section 409A and the AJCA
Guidance, the Company wants to protect the “grandfathered” status of the
amounts credited to each Key Employee’s Standard Deferral Account that are
deferred and vested prior to January 1, 2005;


 


NOW
THEREFORE, the Company hereby adopts this Amendment No. 1 to the Plan,
which amendment is intended to (1) allow amounts deferred and vested prior
to January 1, 2005 to qualify for “grandfathered” status and continue to
be governed by the law applicable to nonqualified deferred compensation prior
to the addition of Code Section 409A (as specified in the Plan as in
effect before the adoption of this Amendment No. 1) and (2) cause
amounts deferred after December 31, 2004 to be deferred in compliance with
the requirements of Code Section 409A.


 


Words
and phrases used herein with initial capital letters that are defined in the
Plan are used herein as so defined.


 


Section 1


 


Section 1
of the Plan is hereby amended by adding the following three paragraphs at the
end thereof:


 


“It is intended that the Plan comply with the
provisions of Section 409A of the Internal Revenue Code (the “Code”), as
enacted by the American Jobs Creation Act (“AJCA”), so as to prevent the


 

















 


inclusion in gross income
of any amounts deferred hereunder in a taxable year that is prior to the
taxable year or years in which such amounts would otherwise actually be
distributed or made available to the Participants.  It is intended that the Plan shall be
administered in a manner that will comply with Section 409A of the Code,
including any proposed, temporary or final regulations or any other guidance
issued by the Secretary of the Treasury and the Internal Revenue Service with
respect thereto (collectively with the AJCA, the “AJCA Guidance”) and the Plan
is hereby deemed amended to the extent necessary to achieve such
compliance.  Any provisions of the Plan
that would cause the Plan to fail to satisfy Section 409A of the Code
shall have no force and effect.


 


It is intended that no action be taken with respect to
the Plan that would violate any provision of Section 409A of the
Code.  It is intended that the
Participants’ elections hereunder will comply with Code Section 409A and
the AJCA Guidance.  The Compensation Committee
is authorized to adopt rules or regulations deemed necessary or
appropriate in connection therewith to anticipate and/or comply with the
requirements thereof (including any transition rules thereunder).  In this regard, the Compensation Committee is
authorized to permit the Participants to make elections with respect to amounts
deferred after December 31, 2004 and is also permitted to give the
Participants the right to amend or revoke such elections in accordance with the
AJCA Guidance.


 


The Company, acting through the Compensation Committee,
shall have the authority to adopt an amendment to the Plan that conforms the
terms of the Plan to the requirements of Section 409A of the Code at such
time as the Company determines that the AJCA Guidance provides sufficient
clarity to permit such amendment. 
Notwithstanding Section 11 of the Plan, the Company shall not be
required to obtain the consent of any person to such amendment, and such
amendment shall apply to deferral elections made and other actions taken with
respect to the Plan between the date of Amendment No. 1 to the Plan and
the date of such amendment to the extent set forth in such amendment.”


 


EXECUTED
this     day of                                      ,
2004.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


2