Exhibit 10(i)


 


AMENDMENT NO. 1


TO

THE DAYTON POWER AND LIGHT COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended Through February 1, 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 Supplemental Executive Retirement
Plan (As Amended Through December 31, 2000) (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,
to the fullest extent permitted by Code Section 409A and the AJCA
Guidance, the Company wants to protect the “grandfathered” status of the
supplemental retirement benefits credited to each participant that are earned
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 supplemental retirement benefits
earned 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 supplemental retirement benefits earned and/or vested after December 31,
2004 to be 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.  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).


 


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 10 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 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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