Exhibit
10(e)


 


AMENDMENT
NO. 1


TO

THE DAYTON POWER AND LIGHT COMPANY

MANAGEMENT STOCK INCENTIVE 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 Management Stock Incentive 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 Stock
Incentive Awards granted under the Plan will vest in accordance with Section
6(d) thereof; 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 Stock Incentive Awards 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 allow Stock Incentive Awards 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).


 


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
earned 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 18 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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