Exhibit
10(c)


 


AMENDMENT NO. 1


TO


THE
DAYTON POWER AND LIGHT COMPANY


1991
AMENDED DIRECTORS’ 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 1991 Amended Directors’ 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 Director’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 Director’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 Directors. 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 Directors’
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 Directors
to make elections with respect to amounts deferred after December 31, 2004 and
is also permitted to give the Directors 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.


 


	
   

  	
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