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Exhibit 10(dd)    
    


November 1,
2002

(as modified through September 10, 2004) 


Mr. Steven
Wolff

8017 Parkeast Court

Centerville, OH 45458 


Dear
Steve: 


        DPL Inc.
("DPL") and its subsidiary, The Dayton Power and Light Company ("DP&L") hereinafter collectively referred to as the "Company", considers the
establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company
recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control (as defined in paragraph 2) can raise distracting and disrupting uncertainties and
questions among management personnel, can interfere with their whole-hearted attention and devotion to the performance of their duties, and can even lead to their departure, all to the detriment of
the best interests of the Company and its shareholders. Accordingly, the Board of Directors of DPL (the "Board of Directors") and the Board of Directors of DP&L have determined that the best interests
of the Company and its shareholders would be served by assuring to certain executives of the Company, including yourself, the protection provided by an agreement which defines the respective rights
and obligations of the Company and the executive in the event of termination of employment subsequent to a Change of Control. 


        In
order to effect the foregoing, this letter agreement sets forth the Company's agreement to extend to you certain benefits upon a termination of employment whenever occurring and to
set forth the severance benefits which the Company agrees will be provided to you in the event your employment with the Company or, in the case of a Change of Control described in clause (iv)
of paragraph 2, with the successor to the Company is terminated subsequent to a Change of Control under the circumstances described in paragraph 3 below. 


1. OPERATION AND TERM OF AGREEMENT.  


        This agreement shall become effective immediately upon the execution hereof. This agreement shall continue until May 1, 2004, and shall automatically renew
for each consecutive twelve month period thereafter (i.e., May 1st to April 30th), unless either the Company
provides you or you provide the Company a one (1) year prior written notice of its or your intention not to renew this agreement. Notwithstanding the foregoing, the term of this agreement shall
continue in effect for a period of not less than thirty-six (36) months after each Change of Control occurring during the term of this agreement; and any benefit that accrues to you
pursuant to the terms of this agreement shall continue to be an obligation of the Company and enforceable by you until paid in full, notwithstanding the subsequent termination of this agreement;
provided however that if the event constituting a Change of Control is either the commencement of a tender offer, or the entering into of an agreement referred to in item (ii) or
(iii) of paragraph 2, and such tender offer is still pending or such agreement has not been consummated at the end of the thirty-six month period applicable to such Change of
Control, then without limitation of the other provisions of this paragraph, such thirty-six month period shall be extended through the date on which the tender offer or agreement is either
(a) terminated or abandoned or (b) consummated, whichever occurs first, and the thirty-six month period provided for in paragraph 3.A. shall also be so extended. If
more than one Change of Control occurs during the term of this agreement, the provisions of this agreement shall be applicable to each such Change of Control. 







 



1.A. TERMINATION FOR ANY REASON.  


        Notwithstanding any other provisions of this agreement to the contrary, upon termination of employment for any reason at any time, the following shall be paid or
made available to you in compensation for services previously rendered: 



	(i)
	The
Company shall pay to you in a lump sum in cash not later than the Date of Termination (as defined in paragraph 4) your full base salary through the Date of
Termination at the rate in effect at the Date of Termination; and also the amount of the award or awards, if any, with respect to any completed period or periods which, pursuant to the Management
Incentive Compensation Program or any other Company incentive compensation plan in which you are then participating (other than any deferred compensation plan in which a contrary installment payment
election has been made), has been determined to have been earned by you but which has not yet been paid to you.



	(ii)
	The
Company shall pay or make available to you all other accrued benefits of any kind to which you are, or would otherwise have been, entitled through the Date of
Termination (as defined in paragraph 4). 






2. CHANGE OF CONTROL.  


        Except as provided in paragraph 1.A. above, no benefits shall be payable hereunder unless there shall have been a Change of Control, as defined below, and
your employment by the Company shall thereafter have been terminated in accordance with paragraph 3 below. For purposes of this agreement, a "Change of Control' means any change in control of
DPL, or its principal subsidiary, DP&L, of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act') as determined by the Board of Directors of DPL in its sole discretion; provided that, without limitation, such a Change of Control
shall be deemed to have occurred if (i) any "person' (as such term is defined in Sections 13 (d) and 14 (d) (2) of the Exchange Act; hereafter, a "Person') other than DPL or DP&L
or an entity then directly or indirectly controlling, controlled by or under common control with DPL or DP&L is on the date hereof or becomes or commences a tender offer to become the beneficial
owner, directly or indirectly, of securities of DPL or DP&L representing (A) 15% or more of the combined voting power of the then outstanding securities of DPL or DP&L if the acquisition of
such beneficial ownership or such tender offer is not approved by the Board of Directors of DPL prior to the acquisition or the commencement of such tender offer or (B) 50% or more of such
combined voting power in all other cases; (ii) DPL or DP&L enters into an agreement to merge or consolidate itself, or an agreement to consummate a "combination' or "majority share acquisition'
in which it is the "acquiring corporation' (as such terms are defined in Ohio Rev. Code § 1701.01 as in effect on December 31, 1990) and in which shareholders of DPL or DP&L, as the
case may be, immediately prior to entering into such agreement, will beneficially own, immediately after the effective time of the merger, consolidation, combination or majority share acquisition,
securities of DPL or DP&L or any surviving or new corporation, as the case may be, having less than 50% of the "voting power' of DPL or DP&L or any surviving or new corporation, as the case may be,
including "voting power' exercisable on a contingent or deferred basis as well as immediately exercisable "voting power', excluding any merger of DPL into DP&L or of DP&L into DPL; (iii) DPL or
DP&L enters into an agreement to sell, lease, exchange or otherwise transfer or dispose of all or substantially all of its assets to any Person other than to a wholly owned subsidiary or, in the case
of DP&L, to DPL or a wholly owned subsidiary(ies) of DPL; but not including (A) a mortgage or pledge of assets granted in connection with a financing or (B) a spin-off or
sale of assets if DPL continues in existence and its common shares are listed on a national securities exchange, quoted on the automated quotation system of a national securities association or traded
in the over-the-counter market; (iv) any transaction referred to in (ii) or (iii) above is consummated; or (v) those persons serving as directors of
DPL or DP&L on February 1, 


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2000
(the "Original Directors') and/or their Successors do not constitute a majority of the whole Board of Directors of DPL or DP&L, as the case may be (the term "Successors' shall mean those
directors whose election or nomination for election by shareholders has been approved by the vote of at least two-thirds of the Original Directors and previously qualified Successors
serving as directors of DPL or DP&L, as the case may be, at the time of such election or nomination for election). 


3. TERMINATION FOLLOWING CHANGE OF CONTROL.  



        A.    If
any of the events described in paragraph 2 constituting a Change of Control shall have occurred, then upon any subsequent termination of your employment at any
time within thirty-six months following the occurrence of any such event, you shall be entitled to the benefits set forth in paragraph 5, unless such termination is 



	(i)
	by
the Company because of your Disability or for Cause;



	(ii)
	by
you without Good Reason, except that if no Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement referred
to in item (ii) or (iii) of paragraph 2 by you for any reason; or



	(iii)
	because
of your death. 




Notwithstanding
the foregoing sentence and any other provision herein to the contrary, if (a) the event constituting the Change of Control is only the commencement of a tender offer or the
entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a
majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise
result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event only, a subsequent termination of your employment will not entitle you to
the benefits set forth in paragraph 5. 


        For
purposes of this agreement, termination of your employment shall be deemed to have occurred within thirty-six months following the occurrence of a Change of Control if a
Notice of Termination (as defined in paragraph 4) with respect thereto is given within such three year period. 


        B.    As
used in this agreement, the terms "Disability", "Cause" and "Good Reason" shall have the meaning set forth below: 



	(i)
	Disability. "Disability" shall mean, for the purposes of this agreement, your inability to perform the duties required of
you on a full-time basis for a period of six consecutive months because of physical or mental illness or other physical or mental disability or incapacity, followed by the Company giving
you thirty days' written notice of its intention to terminate your employment by reason thereof, and your failure because of physical or mental illness or other physical or mental disability or
incapacity to resume the full-time performance of your duties within such period of thirty days and thereafter perform the same for a period of two consecutive months.



	(ii)
	Cause. "Cause" shall mean (a) commission of a felony, (b) embezzlement, (c) the illegal use of
drugs, or (d) if no Change of Control has occurred other than the commencement of a tender offer and/or the entering into of an agreement referred to in items (ii) or (iii) of
paragraph 2, the failure by you to substantially perform your duties with the Company (other than any such failure resulting from your physical or mental illness or other physical or mental
incapacity) as determined by the Board of Directors. Notwithstanding the foregoing, Cause shall not be deemed to exist unless and until there shall have been delivered to you a copy of a resolution
duly adopted by written consent of not less than three-fourths of the number of directors then in office (after reasonable notice to you and an opportunity for you, together 



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with
you counsel, to be heard at a meeting of the Board of Directors called and held for that purpose), finding that in the good faith opinion of the Board of Directors you were guilty of conduct set
forth above in clauses (a), (b), (c) or (d) of the first sentence of this subparagraph and specifying the particulars thereof in detail. 



	(iii)
	Good Reason. "Good Reason" shall mean:



	(a)
	The
assignment to you, without your express consent, of any duties inconsistent with the written objectives approved by the Company with respect to your position, duties,
responsibilities and status with the Company in effect immediately prior to a Change of Control, or a change in your reporting responsibilities, titles or offices as described in the Company's written
objectives in effect immediately prior to a Change of Control, or your removal from or any failure to re-elect you to any of such positions or offices, except in connection with the
termination of your employment for Disability or Cause, or by you other than for Good Reason, or as a result of your death.



	(b)
	Failure
by the Company to increase your annual base salary, at the time when salary adjustments were historically made by the Company prior to the Change of Control, by an amount
which at least equals on a percentage basis the average percentage increase in your base salary during the three (3) full calendar years immediately preceding the Change of Control.



	(c)
	A
reduction by the Company of your base salary as in effect on the date hereof or as the same may be increased from time to time.



	(d)
	Failure
by the Company to continue in effect any benefit or compensation plan (including but not limited to the Company's Management Incentive Compensation Program, Key Employees
Deferred Compensation Plan or any other pension, employee stock ownership, life insurance, medical, health and accident, or disability plan) in which you are participating at the time of a Change of
Control or plans providing you with substantially similar benefits; or the taking of any action by the Company which would adversely affect your participation in or materially reduce your benefits
under any of such plans or deprive you of any material fringe benefit enjoyed by you at the time of the Change of Control; or the failure by the Company to provide you with the number of paid vacation
days to which you would then be entitled in accordance with the Company's vacation policy in effect at the time of the Change of Control.



	(e)
	The
relocation of the Company's principal executive offices to a location outside Montgomery County, Ohio, if at the time of a Change of Control you are based at the Company's
principal executive offices.



	(f)
	The
Company's requiring you to be based anywhere more than fifty miles from the location where you are based at the time of a Change of Control (except for required travel on the
Company's business to an extent substantially consistent with your business travel obligations as they existed at the time of a Change of Control); or, in the event you consent to being based anywhere
more than fifty miles from such location, the failure by the Company to pay (or reimburse you for) all reasonable moving expenses incurred by you relating to a change of your principal residence in
connection with such relocation and to indemnify you against any loss (defined as the difference between the actual sale price of such residence after the deduction of all real estate brokerage
charges and related selling expenses and the higher of (1) your aggregate investment in such residence or (2) the fair market value of such residence as determined by a real estate
appraiser designated by you and reasonably satisfactory to the Company realized upon the sale of such residence in connection with any such change of residence. 






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	(g)
	The
Company's requiring you to perform duties or services which necessitate absence overnight from your place of residence, because of travel involving the business or affairs of the
Company, to a degree not substantially consistent with the extent of such absence necessitated by such travel during the period of twelve months immediately preceding a Change of Control.



	(h)
	The
failure of the Company to obtain the assumption of this agreement by any successor as provided in paragraph 7 hereof.



	(i)
	The
Company's termination of your employment without satisfying any applicable requirements of subparagraph (ii) above or of paragraph 4.



	(j)
	If,
within thirty-six months after the date of a Change of Control you determine in good faith that due to the Change of Control, you are not able to effectively discharge
your duties. 





        C.    Should
your employment be terminated because of a Disability within thirty-six (36) months following the occurrence of a Change of Control, you shall
be entitled to receive benefits under any Company employee salary continuation plan or employee disability insurance plan then in effect in accordance with the then applicable terms thereof; provided
that if the Change of Control is other than a Change of Control consisting only of the commencement of a tender offer and/or the entering into of an agreement referred to in item (ii) or
(iii) of paragraph 2 above, you shall be entitled to receive such benefits or benefits under any similar plan in effect as of the date of the occurrence of such Change of Control,
whichever shall result in the highest amount of benefits being paid to you as a result of the Disability in question. 


        D.    If
subsequent to a Change of Control your employment is terminated by the Company for Cause, the Company shall pay or make available to you, in compensation for services
previously rendered, the amounts provided under paragraph 1.A. above; and the Company shall thereupon have no further obligation to you under this agreement. 


4. NOTICE UPON TERMINATION.  


        A.    Any
termination of your employment subsequent to a Change of Control, unless by you without Good Reason or because of your death, shall be consummated by written Notice
of Termination given to the other party. For purposes of this agreement, "Notice of Termination" shall mean a notice given by the Company, or by you following the event specified in subparagraph
3.B(iii), which indicates the specific termination provision or provisions in this agreement relied upon, if any, and sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of your employment. 


        B.    "Date
of Termination" shall mean 



	(i)
	if
your employment is terminated by the Company for Cause, the date specified in the Notice of Termination;



	(ii)
	if
you terminate your employment for Good Reason, the date specified in your Notice of Termination; or



	(iii)
	if
your employment is terminated by the Company or by you for any other reason, the date of such termination. 




5. COMPENSATION UPON TERMINATION.  


        A.    If
you are entitled to benefits under paragraph 3.A., then 


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	(i)
	The
Company shall pay to you as severance pay in a lump sum in cash not later than the Date of Termination (or in the case of payments under (e), if, and to the extent
the amount of such payments are not known or calculable as of such due date, as soon as the amount is known and calculable), subject, however, to any contrary deferral election you may have made with
respect thereto, the amounts determined as provided below:



	(a)
	In
the event the Date of Termination precedes the completion of a period in which, pursuant to the Management Incentive Compensation Plan or any other Company incentive compensation
plan in which you are then participating or have participated (except for the MSIP), you could have earned compensation thereunder had your employment not been terminated prior to the completion of
such period, or in the event the Date of Termination precedes the determination of compensation that you have earned for a completed period under the Management Incentive Compensation Plan or other
incentive plan, then, with respect to each such period, you shall be entitled to an amount equal to the average of the three highest of the last 10 annual award payments made to you under the
Management Incentive Compensation Plan or other incentive plan prior to the Date of Termination (or for the years you have participated in the Plan, if less than 10), including any portion of any such
payments which you elected to defer to your Standard Deferral Account in the Company's Key Employees Deferred Compensation Plan.



	(b)
	In
lieu of further salary payments to you for periods subsequent to the Date of Termination, an amount equal to 200% of the sum of (1) your annual base salary (which base
salary is computed before deduction for any deferred compensation or other employee deferrals) at the rate in effect as of Date of Termination (or, if higher, at the rate in effect at the time of the
Change of Control) plus (2) the average of the three highest of the last 10 annual award payments made to you under the Company's Management Incentive Compensation Plan prior to the Date of
Termination (or for the years you have participated in the Plan if less than 10), including any portion of any such payments which you elected to defer to your Standard Deferral Account in the
Company's Key Employees Deferred Compensation Plan.



	(c)
	In
consideration of your agreeing to the following covenants in this paragraph 5.A.(i)(c), if you are due an amount under paragraph 5.A.(i)(b), an additional amount
equal to one-half (1/2) the amount determined under paragraph 5.A.(i)(b). In consideration of the Company's agreement to make this payment per the terms of this
paragraph 5.A.(i)(c), you agree that in the event and only in the event that you receive any payments under this paragraph 5.A., then during the term of your employment with the Company
and for a period of two years after termination of your employment for any reason, you will not, without our prior written consent, engage, participate or be interested, directly or indirectly, in any
business: (i) which is engaged in Ohio, Indiana, Kentucky, Michigan and/or Pennsylvania in providing (as a public utility or otherwise) gas and/or electric power or services on a retail and/or
wholesale basis or in providing energy marketing, aggregation and/or procurement services or (ii) which is engaged in any other business being conducted or proposed to be conducted by the
Company. 











Furthermore,
you agree that, during the aforementioned two year period, you will not (i) directly or indirectly, solicit for employment with yourself or any firm or entity with which you are
associated, any employee of the Company or otherwise disrupt, impair, damage or interfere with the Company's relationship with its employees; (ii) solicit for your own behalf or on behalf of
any other person(s), any customer of the Company that has purchased goods from the Company at any time in the twelve (12) months preceding your date of termination or that the Company is
actively soliciting, for the purpose of 





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marketing
or distributing any product or service competitive with any product or service then offered by the Company in any geographic market where the Company is doing or preparing to do business; or
(iii) engage yourself or be affiliated with any person(s), in the development or marketing, including but not limited to the establishment of product prices, of any product which will compete
with any product the Company is then developing or marketing in any geographic market where the Company is doing or preparing to do business. 


At
all times, you (i) will keep all confidential, nonpublic and/or proprietary information (including, for example, trade secrets, financial information, customer information and business and
strategic plans) of the Company (regardless of when you became aware of such information) in strict confidence and (ii) will not, directly or indirectly, use or disclose to any person in any
manner any of such information, except to the extent directly related to and required by your performance of the duties assigned to you by the Company. You will take all appropriate steps to safeguard
such information and to protect it against unauthorized disclosure, misuse, loss or theft. Upon termination of your employment, you will promptly return to the Company, without retaining any copies,
all written or computer readable material containing any of such information, as well as all other property and records of the Company, in your possession or control. 


The
payment under this paragraph 5.A.(i)(c) and the payment under paragraph 5.A.(i)(b) are herein together referred to as the "Additional Compensation Payment." 


Notwithstanding
the above, you may elect to defer payment of all or a portion of the Additional Compensation Payment by executing and delivering to the Company a Deferral Election Form in the form
attached as Exhibit A, in which event the portion of the Additional Compensation Payment so deferred shall be credited to your Standard Deferral Account in the Company's Key Employees Deferred
Compensation Plan. 



	(d)
	Anything
in the Management Incentive Compensation Plan or any action taken by the Board of Directors or any committee of the Board of Directors pursuant thereto to the contrary
notwithstanding, any awards, whether in cash or Company shares, made under such plan prior to the Date of Termination which have been credited to your account but the payment of which has been
deferred.



	(e)
	Any
amount payable under paragraph 9 hereof.






	(ii)
	The
Company shall, at its expense, maintain in full force and effect for your continued benefit all life insurance, health and accident, and disability plans, programs
and arrangements in which you were entitled to participate immediately prior to the Date of Termination, or, if more favorable to you, on the date of a prior Change of Control, provided that your
continued participation is possible under the terms of such plans, programs and arrangements. In the event that the terms of any such plan, program or arrangement do not permit your continued
participation or that any such plan, program or arrangement is discontinued or the benefits thereunder materially reduced, the Company shall arrange to provide, at its expense, benefits to you which
are substantially similar to those which you were entitled to receive under such plan, program or arrangement immediately prior to the Date of Termination. The Company's obligation under this
subparagraph (ii) shall terminate on the earliest of the following dates:



	(a)
	the
third anniversary date of the Date of Termination; or



	(b)
	the
date an essentially equivalent and no less favorable benefit is made available to you at no cost by a subsequent employer. 






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At
the end of the applicable period of coverage set forth above, you shall have the option to have assigned to you, at no cost and with no apportionment of prepaid premiums, any assignable insurance
owned by the Company and relating specifically to you. 




	(iii)
	In
the event that because of their relationship to you, members of your family or other individuals are covered by a plan, program, or arrangement described in
subparagraph (ii) above immediately prior to the Date of Termination, the provisions set forth in the above subparagraph shall apply equally to require the continued coverage of such persons;
provided, however, that if under the terms of any such plan, program or arrangement, any such person would have ceased to be eligible for coverage during the period in which the Company is obligated
to continue coverage for you, nothing set forth herein shall obligate the Company to continue to provide coverage which would have ceased even if you had remained an employee of the Company during
such period. 




        B.    The
benefits provided under this agreement shall not be treated as damages, but rather shall be treated as severance compensation to which you are entitled under the
terms and conditions provided herein. You shall not be required to mitigate the amount of any benefit provided under this agreement by seeking other employment or otherwise. 


6. RIGHTS AS FORMER EMPLOYER.  


        Nothing contained in this agreement shall be construed as preventing you, and shall not prevent you, following any termination of your employment whether pursuant
to this agreement or otherwise, from thereafter participating in any benefit or insurance plans, programs or arrangements (including, without limitation thereto, any retirement plans or programs) in
the same manner and to the same extent that you, as a former employee of the Company, would have been entitled to participate had this agreement not have been entered into. 


7. SUCCESSORS.  


        The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement to expressly and unconditionally assume and agree to perform this agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of such succession shall be a breach of this agreement and shall entitle
you to compensation from the Company in the same amount and on the same terms as you would be entitled hereunder if you terminated your employment for Good Reason regardless of whether you in fact
have done so, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. 


        The
above provisions of this paragraph 7 shall not apply to a) a spin-off or sale of assets, or b) a transaction described in item (ii) of
paragraph 2 above involving only DP&L if in each case DPL continues in existence and its common shares are listed on a national securities exchange, quoted on the automated quotation system of
a national securities association or traded in the over-the-counter market. 


        This
agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If you should die while any amounts would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid to such
beneficiary or beneficiaries as you shall have designated by written notice delivered to the Company prior to your death or, failing written notice, to your estate. 


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8. LEGAL FEES.  


        The Company shall reimburse you in full for all legal fees and expenses reasonably incurred by you in connection with this agreement (including, without
limitation, all such fees and expenses, if any, incurred in contesting or disputing any termination of your employment subsequent to a Change of Control or in seeking to obtain or enforce any right or
benefit provided by this agreement, regardless of the outcome, unless, in the case of a legal action brought by you or in your name, a court finally determines that such action was not brought in good
faith by you). 


9. GROSS-UP PAYMENT.  


        In the event that any payment pursuant to this agreement or any other agreement will be subject to the tax (the "Excise Tax") imposed by Section 4999 of
the Internal Revenue Code of 1986 ("Code") or any successor or similar provision, the Company shall pay you an additional amount (the "Gross-Up Payment") such that the net amount retained
by you after deduction of any Excise Tax on such payments (excluding payments pursuant to this paragraph 9), and after deduction for any federal, state and local income tax and Excise Tax upon
the payment provided for by this paragraph, shall be equal to the amount of such payments (excluding payments pursuant to this paragraph 9) before payment of any Excise Tax (hereinafter the
"Excise Tax Compensation Net Payment"). For purposes of determining whether any of such payments will be subject to the Excise Tax and the amount of such Excise Tax, any payments or benefits received
or to be received by you in connection with a Change of Control or your termination of employment shall be treated as "parachute payments" within the meaning of Section 280G of the Code, and
all "excess parachute payments" within the meaning of Section 280G of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's
independent auditors and acceptable to you such payments or benefits do not constitute parachute payments or excess parachute payments. For purposes of determining the amount of the
Gross-Up Payment, you shall be deemed to pay all federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment
is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to
be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company, at the time that the amount of such reduction in Excise Tax is
finally determined, an amount necessary so that the total payments hereunder equal the Excise Tax Compensation Net Payment, plus interest on the amount of such repayment at a rate equivalent to the
rate described in Section 280G (d) (4) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of
your employment, the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such
excess is finally determined. 


        The
Gross-Up Payment shall be paid not later than the Date of Termination or, if and to the extent such payment is not known or calculable as of such date, as soon as the
amount is known and calculable. 



10. AGREEMENT TO PROVIDE SERVICES.  


        In the event that (i) a Person commences a tender offer to become the beneficial owner, directly or indirectly, of securities of DPL or DP&L representing
fifteen percent (15%) or more of the combined voting power of the then outstanding securities of DPL or DP&L, as the case may be, or (ii) a Change of Control occurs consisting of the entering
into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, you agree that you will perform services for the Company and that 


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you
will not voluntarily terminate your employment with the Company until the first to occur of the following: 



	(i)
	the
abandonment or termination of such tender offer or the transaction that is the subject of the agreement; or



	(ii)
	the
occurrence of a Change of Control (other than the commencement of the tender offer or the entering into of an agreement referred to in item (ii) or
(iii) of paragraph 2 above). 






11. FUNDING OF MASTER TRUST.  


        Upon a Change of Control, the Company shall immediately transfer to the Amended and Restated Master Trust dated February 1, 1995, as amended (or to an
Other Trust as defined in such Trust) previously established to secure the Company's obligations to participants under various Company deferred and incentive compensation plans, cash in an amount
sufficient to fund all payments which would be made to you hereunder if your employment was terminated on the date of the Change of Control under circumstances in which payments under
paragraph 5 hereof would become due and payable to you, including, without limitation, cash in an amount sufficient to fund payments of all future medical, life insurance, accident and
disability plans as provided in paragraphs 5.A (ii) and (iii) hereof, and the Gross-Up Payment as defined in paragraph 9 above, in each case based on reasonable
estimates. 


12. NOTICES.  


        All notices required or permitted to be given under this agreement shall be in writing and shall be mailed (postage prepaid by either registered or certified
mail) or delivered, if to the Company, addressed to 



	(a)
	Prior
to a Change of Control, to the Corporate Secretary of the Company at: 




The
Dayton Power and Light Company

MacGregor Park

1065 Woodman Drive

Dayton, Ohio 45432

Attention: Corporate Secretary 




	(b)
	After
a Change of Control, to the Trustees at: 






Chernesky,
Heyman & Kress P.L.L.

Suite 1100

10 Courthouse Plaza, S.W.

Dayton, Ohio 45402

Attn: Richard J. Chernesky, Esq.

Richard A. Broock, Esq.

Frederick J. Caspar, Esq. 






and
if to you, addressed to 





W.
Steven Wolff

8017 Parkeast Court

Centerville, OH 45458 






Any
party may change the address to which notices to such party are to be directed by giving written notice of such change to the other parties in the manner specified in this paragraph. 


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13. MISCELLANEOUS.  


        No provision of this agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by you and such
officer of the Company as may be specifically designated by the Board of Directors. No waiver by any party hereto at any time of any breach by any other party hereto of, or of compliance by such other
party with, any condition or provision of this agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in
this agreement. 


14. GOVERNING LAW.  


        The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of Ohio, without giving effect to the
principles of conflicts of law thereof. 


15. VALIDITY.  


        The provisions of this agreement are divisible; if any provision of this agreement is ruled invalid or unenforceable by any court, such invalidity or
enforceability, shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect; and such provision shall be modified by such court consistent with
the intent of the parties to the extent necessary to render it valid and enforceable, if possible. 



16. NO RIGHT TO EMPLOYMENT.  


        Nothing in this agreement shall confer upon you the right to continue employment with the Company, or obligate you to continue employment with the Company (except
as provided in paragraph 10); nor shall it interfere with the rights of the Company to discharge you or take other action with respect to you, subject to the Company's providing the benefits
specified herein in accordance with the terms hereof. 


        If
this letter correctly sets forth our agreement on the subject matter hereof, please so confirm by signing and returning the enclosed copy. 



	 	 	Very truly yours,
	

 	
 	

DPL INC.
	

 	
 	

By:	

    

	 	 	Its:	    

	

 	
 	

THE DAYTON POWER AND LIGHT COMPANY
	

 	
 	

By:	

    

	 	 	Its:	    






Confirmed
and agreed to: 



	
 W. Steven Wolff	 	 
	

Date:	
 	

    
	
 	

 




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EXHIBIT A  


 THE DAYTON POWER AND LIGHT COMPANY  


 SEVERANCE LETTER AGREEMENT  


 DEFERRAL ELECTION FORM  



DEFERRAL INSTRUCTIONS:  


        Pursuant to the provisions of that severance letter agreement (the "Letter Agreement") among The Dayton Power and Light Company, DPL Inc., and the below
referenced executive (the "Participant"), the Participant may defer certain benefits under the Letter Agreement. Amounts so deferred under the Letter Agreement will be paid in accordance with the
Participant's Election as provided below to the extent that it is consistent with the terms and conditions of the Plan. 


Election to Defer:  


        I elect to defer the following percentage or dollar amount of the Additional Compensation Payment to which I am entitled pursuant to paragraph 5.A. of the
Letter Agreement, which amounts shall be credited to my Standard Deferral Account in the Key Employees Deferred Compensation Plan of The Dayton Power and Light Company. 


$                
or                 % 


ELECTION (PAYMENT) INSTRUCTIONS:  


        1.     Payments. Payments shall be made or commence from my Standard Deferral Account by no later than the January 31
immediately following (check one): 



	 	 	a.	 	      	 	a specified date either before or after termination of employment (Specify
Date:                        ); or
	

 	
 	

b.	
 	

      	
 	

at such date as I reach the age at which I can earn unlimited amounts without reduction of benefits under the Social Security Act and the regulations promulgated thereunder.





        Such payments from my account shall be paid as follows (check one): 



	 	 	a.	 	      	 	lump sum payment; or
	

 	
 	

b.	
 	

      	
 	

annually over a period of up to twenty years. (Specify number of years                        ).





        Upon my death (check one): 



	 	 	 	 	      	 	payments to my beneficiary shall continue or commence in the same method to be paid to me as elected above.
	

 	
 	

 	
 	

      	
 	

payments are to be made to my beneficiary in a lump sum.




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DESIGNATION OF BENEFICIARIES  


        All payments required to be made under the Plan to my designated beneficiary in the event of my death shall be made to the following person: 



	Name of designated beneficiary:	 	    
	 	 
	

Address of designated beneficiary:	
 	

    
	
 	

 
	

 	
 	

    
	
 	

 
	

 	
 	

    
	
 	

 





        If the above-designated beneficiary does not survive me, the payments will be made to the following successor beneficiary (or to my estate on failure to designate
otherwise): 



	Name of designated beneficiary:	 	    
	 	 
	

Address of designated beneficiary:	
 	

    
	
 	

 
	

 	
 	

    
	
 	

 
	

 	
 	

    
	
 	

 
	

 	
 	

    
	
 	

 
	

    	
 	

 	
 	

 
	

 	
 	

 Signature of Executive	
 	

 
	

 	
 	

 Date	
 	

 





        This Deferral Election Form was received by the Secretary of the Company
on                        . 



	 	 	
 Secretary




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Exhibit 10(dd)