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Exhibit 10(ee)    
    


EMPLOYMENT AGREEMENT  


        THIS EMPLOYMENT AGREEMENT is made as of September 17, 2004 among DPL INC., an Ohio corporation ("DPL"), The Dayton Power and Light Company,
an Ohio corporation ("DP&L" and, together with DPL, the "Company"), and Gary Stephenson ("Mr. Stephenson") under the following circumstances: 



	A.
	DPL
is a holding company headquartered in Dayton, Ohio, having as its principal subsidiary DP&L.



	B.
	The
Company desires to employ Mr. Stephenson as Vice President—Commercial Operations of the Company, and Mr. Stephenson desires to accept such employment with
the Company, subject to the terms and conditions set forth herein. 



NOW,
THEREFORE, the parties agree as follows: 




        Section 1. Employment and Duties/Residence.


        (a)   Company
hereby employs Mr. Stephenson as Vice President—Commercial Operations of the Company and Mr. Stephenson hereby accepts such employment.
In such capacity, Mr. Stephenson shall report directly to the President and Chief Executive Officer of the Company and shall have primary responsibility for managing the Company's composite
commodity portfolio consisting of (1) all energy products involved in the PJM market (energy, capacity, spinning reserves, FTRs, etc.), (2) procurement of gas, oil and coal,
(3) emission allowances, (4) retail customer load obligations, and (5) services to municipal power authorities. Mr. Stephenson's primary employment objectives are to
(i) transition the Company into the PJM market, (ii) ensure that the Company optimizes the value of the Company's generation assets, (iii) minimize the cost of providing commodity
power to the Company's retail load, (iv) minimize the risks associated with the Company's existing positions and (v) ensure compliance with the Company's "Risk Policies and Procedures"
(a copy of which has been provided to Mr. Stephenson), as in effect from time to time. Mr. Stephenson shall also perform such other and further duties as may be assigned to him from time
to time by the Chief Executive Officer or the Board of Directors of DPL. During the Term, Mr. Stephenson shall devote his entire business time and attention to the performance of his duties
hereunder and shall use his best efforts to perform his duties hereunder faithfully and efficiently. 


        (b)   Mr. Stephenson
shall establish residency in the Dayton, Ohio region no later than one year from the date of execution of this Agreement; provided, however, if
(i) the Company has notified or has made a decision to notify Mr. Stephenson pursuant to Section 7 of its decision to terminate the Agreement for any reason,
(ii) Mr. Stephenson has notified or has made a decision to notify the Company pursuant to Section 7 of his decision to terminate the Agreement for any reason, (iii) either
party is in breach of contract or a breach is incipient, or (iv) a Change of Control (as defined in Exhibit B) has occurred or is incipient, then the residency requirement shall be
waived; provided, however, that clause (iv) shall not apply if the surviving corporation assumes this Agreement and none of the other waiver conditions have been satisfied. 


        Section 2. Term.    The term of this Agreement (the "Term") shall commence on September 17, 2004
and shall continue thereafter until terminated in accordance with Section 7. 


        Section 3. Compensation and Benefits.    Mr. Stephenson shall receive the following
compensation and benefits for his services during the Term. Except as specifically stated herein or in the written terms of a benefit plan or program to the contrary, such amounts shall be
pro-rated for any calendar year during which he is not employed for the entire year. 


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        (a)   Base Salary. Mr. Stephenson shall receive a base salary at the annual rate of $230,000 or such greater amount as
the Compensation Committee of the Board of Directors of DPL may determine from time to time in its sole discretion (the "Base Salary"), to be paid in installments in accordance with the Company's
customary payroll practices. 


        (b)   Participation in MICP. For each calendar year during the Term (commencing with calendar year 2004), Mr. Stephenson
shall have the opportunity to receive an annual bonus under the Company's Management Incentive Compensation Plan ("MICP").    Such bonus shall be subject to all terms and conditions of the
MICP, as in effect from time to time. 



          (i)  For
calendar year 2004, Mr. Stephenson will have the opportunity to earn $140,000 at 100% of the target performance ("Target Award") in accordance with the terms
of the MICP and this amount will not be prorated to reflect his period of employment during 2004. In no event will the MICP annual bonus exceed 150% of Mr. Stephenson's target. 



         (ii)  For
remaining calendar years during the Term, assuming that the MICP has not been amended or terminated, Mr. Stephenson's target annual award under the MICP
shall in no event be less than $140,000. 




        (c)   Participation in LTIP. For each calendar year during the Term (commencing with calendar year 2004), Mr. Stephenson
shall have the opportunity to participate in the Company's Long Term Incentive Plan ("LTIP"). Mr. Stephenson will vest in each award under the LTIP at the rate of 331/3% on
December 31 of each year after such award is granted (commencing with December 31, 2004); provided he is employed by the Company on such date(s). As a result, for example,
Mr. Stephenson shall be 100% vested in the LTIP award granted for the 2004 cycle on December 31, 2006 and shall be 100% vested in the LTIP award granted for the 2005 cycle (if any) on
December 31, 2007 (provided he remains employed with the Company through the applicable date). All LTIP awards shall be earned and paid in accordance with the terms of the LTIP (as in effect
from time to time). 



          (i)  For
calendar year 2004, Mr. Stephenson will be granted a target award of $200,000 under the LTIP, payable at 100% of target performance. 



         (ii)  For
remaining calendar years during the Term, assuming that the LTIP has not been amended or terminated, Mr. Stephenson's target annual award under the LTIP
shall in no event be less than $200,000. 




        (d)   DPL's Executive Stock Ownership Guidelines. During the Term, Mr. Stephenson will be required to
comply with the provisions of DPL's Executive Stock Ownership Guidelines (the "Guidelines") which require that Mr. Stephenson achieve a specified minimum threshold of DPL share
ownership within a specified time period and thereafter maintain DPL share ownership at the requisite minimum level. The minimum threshold of share ownership applicable to Mr. Stephenson as
Vice President—Commercial Operations will be determined under such Guidelines established by DPL's Board of Directors and communicated to Mr. Stephenson.
Mr. Stephenson hereby agrees to elect to defer the payment of his awards under the LTIP in the form of share equivalents up to the amount needed in order to satisfy his share ownership
requirements under the Guidelines. In addition, if the awards under the LTIP are insufficient for Mr. Stephenson to satisfy such share ownership requirements, Mr. Stephenson shall not be
required to purchase any additional shares in order to satisfy such requirements. 


        (e)   Relocation Expenses. The Company will reimburse Mr. Stephenson for costs and expenses reasonably incurred by him
in relocating to the greater Dayton, Ohio area as specified in Exhibit A attached. In addition, the Company will reimburse Mr. Stephenson for up to three (3) months rental for
temporary housing in the greater Dayton, Ohio area, not to exceed $5,000 in the aggregate. Mr. Stephenson shall provide the Company with a detailed statement showing a breakdown of all such
expenses subject to reimbursement. The Company shall reimburse Mr. Stephenson for these expenses 


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in
any and all circumstances; provided, however, that Mr. Stephenson shall be required to repay the amount of these expenses if and only if he voluntarily terminates employment from the Company
for other than Good Reason within the 12-month period commencing on the date specified in Section 2. 


        (f)    Retirement, Welfare and Fringe Benefits. During the Term, Mr. Stephenson shall be entitled to participate in and
enjoy all of the employee compensation and benefit plans and arrangements and all of the perquisites provided to similarly situated Vice Presidents of the Company, or plans, arrangements and
perquisites providing Mr. Stephenson with at least equivalent benefits thereunder (including without limitation medical, life and disability insurance benefits, sick pay and qualified
retirement benefits) in accordance with the plans, practices, programs and policies of the Company in effect from time to time, including participation in the Company's Key Employees Deferred
Compensation Plan, provided, however, the Company's obligation to provide the same or equivalent benefits shall not apply to base salary, vacation benefits, severance payments, MICP awards and LTIP
awards, which will be provided solely in accordance with the terms of this Agreement. In furtherance of, but without limiting the foregoing, in the event that Mr. Stephenson is unable to
perform his duties hereunder as a result of incapacity due to physical or mental illness, he shall receive compensation and benefits in accordance with the Company's sick pay and
short-term disability policies as in effect for similarly-situated Vice-Presidents from time to time. 



        (g)   Future Benefits. During the Term, Mr. Stephenson shall be entitled to participate in or receive benefits under any
employee benefit plan or arrangement which may, in the future, be made generally available to all of the Company's executives as a group, subject to and on a basis consistent with the terms,
conditions, and overall administration of such plan or arrangement. 


        Section 4. Vacations.    During the Term, Mr. Stephenson shall be entitled to paid
vacation time of three weeks per calendar year; provided, however, that during 2004, Mr. Stephenson shall be entitled to one week paid vacation. Notwithstanding any provision of this Agreement
to the contrary, in the event of Mr. Stephenson's termination of employment from the Company from any reason, he shall be entitled to receive payment for any accrued, but unused, vacation time. 


        Section 5. Expenses.    The Company shall promptly reimburse Mr. Stephenson for all
reasonable out-of-pocket expenses properly incurred by him in connection with the performance of his duties hereunder in accordance with the policies in effect and established
from time to time by the Company. In addition, the Company shall reimburse Mr. Stephenson for all out-of-pocket expenses reasonably incurred for weekly travel between
his residence in Massachusetts and Dayton, Ohio during the period beginning on the date specified in Section 2 and ending on June 30, 2005. 


        Section 6. Withholdings.    The Company may withhold from any amounts payable to
Mr. Stephenson hereunder such federal, state or local taxes or other amounts as the Company shall be required to withhold pursuant to applicable law and any other deductions requested by
Mr. Stephenson. 


        Section 7. Termination.


        (a)   This
Agreement, and Mr. Stephenson's employment hereunder, may be terminated: (i) by the Company without Cause upon at least 30 days' prior written
notice to Mr. Stephenson; (ii) by the Company for Cause without prior written notice; (iii) by Mr. Stephenson other than for Good Reason upon at least 90 days' prior
written notice to the Company and (iv) by Mr. Stephenson for Good Reason upon at least 30 days' prior written notice to the Company. 


        (b)   In
addition, this Agreement, and Mr. Stephenson's employment hereunder, shall automatically terminate upon Mr. Stephenson's death or Disability. In the
event of Mr. Stephenson's death, any accrued but unpaid base salary and vacation pay shall be paid to his estate and any accrued but unpaid employee benefits shall be paid in accordance with
the terms of the applicable benefit plan or program or, if none, shall be paid to the beneficiary designated by Mr. Stephenson to the Company in writing 


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prior
to his death. If a valid designation is not in effect, such benefits shall be paid to his surviving spouse or, if none, to his estate. 



        (c)   Upon
the termination of this Agreement for any reason, except as specifically stated herein (or in the Letter Agreement), this Agreement shall forthwith be of no further
force or effect and there shall be no further liability on the part of either party, other than based upon: (i) its obligations under this Agreement arising prior to such termination or
(ii) the obligations of such party which by their terms are to be performed after, or which expressly survive the termination of this Agreement, as specified herein or under the Letter
Agreement. In furtherance of, but without limiting the foregoing, the following provisions shall remain in effect following the termination of this Agreement: (1) payment of relocation expenses
to the extent required under Section 3(e) hereof; (2) severance and other benefits payable to Mr. Stephenson following termination of employment (to the extent he is eligible
therefor under the terms of this Agreement and/or the Letter Agreement), (3) the provisions of Sections 7(d), 7(e), 9, 10 and 11 hereof (relating to cooperation, return of property
confidentiality and non-competition) and (4) the provisions of Sections 12 through 21 (miscellaneous provisions) shall remain in effect after termination of this Agreement. 


        (d)   During
the period commencing on the date Mr. Stephenson's employment hereunder terminates for any reason (the "Termination Date") and ending on the first
anniversary of the Termination Date, Mr. Stephenson shall cooperate with the Company (and its Affiliates) in matters relating to the termination of Mr. Stephenson's employment hereunder
and shall provide such reasonable assistance (including such assistance as may be reasonably necessary to facilitate a smooth and orderly transition of Mr. Stephenson's duties and
responsibilities) as the Company (or any of its Affiliates) may reasonably request from time to time. Such assistance shall be provided by Mr. Stephenson at such times and places as may be
mutually convenient to Mr. Stephenson and the Company (or its Affiliates), recognizing that Mr. Stephenson may be seeking new employment, or may have commenced new employment, during
such period. The Company shall make every effort to accommodate Mr. Stephenson's schedule and such requests shall be limited in both scope and amount to the extent necessary to accomplish the
required task. The Company shall reimburse Mr. Stephenson, in accordance with the Company's customary policies, for all reasonable costs and expenses reasonably incurred by
Mr. Stephenson in connection with providing such assistance to the Company (or its Affiliates). 


        (e)   Upon
termination of this Agreement for any reason, Mr. Stephenson shall return to the Company on or prior to the Termination Date all property of the Company or
any of its Affiliates in Mr. Stephenson's possession or control (including, without limitation, all correspondence, manuals, notes, notebooks, reports, financial and other business records and
information, computer records and software, business or strategic plans, financial projections, computer access codes and tangible property). Without limiting the generality of the foregoing,
Mr. Stephenson shall deliver to the Company on or prior to the Termination Date all documents or other material (whether in written or electronic form) in Mr. Stephenson's possession or
control containing, reflecting or constituting any Confidential Information and Mr. Stephenson shall not retain any copies thereof. 


        (f)    In
the event of a termination of this Agreement for one of the reasons specified in Section 7(a)(ii), 7(a)(iii) or 7(b) (i.e., by the Company for Cause, by
Mr. Stephenson for other than for Good Reason or on account of Mr. Stephenson's death or Disability), the Company shall pay to Mr. Stephenson as soon as reasonably practicable
following his Termination Date, his accrued but unpaid Base Salary and vacation pay, outstanding expense reimbursements, the relocation expenses described in Section 3(e) (unless
Mr. Stephenson terminates employment for other than Good Reason within twelve months of the date specified in Section 2) and any bonus or incentive compensation earned and vested but
which remains unpaid as of the Termination Date; provided, however, that the terms of the MICP and the LTIP (and/or any payment elections previously made by Mr. Stephenson thereunder) shall
control the payment of his MICP and LTIP benefits in the event such terms or 


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elections
conflict with this immediate payment provision. The respective provisions of any employee benefit plan or program in which Mr. Stephenson participates shall govern whether he is
entitled to any benefits thereunder in the event his employment is terminated for one of the reasons specified in the first sentence of this Subsection (f). No other compensation or benefits shall be
payable to Mr. Stephenson in the event of a termination of employment for one of those reasons. 


        Section 8. Severance Payments.


        (a)   Concurrently
with the execution and delivery of this Agreement (i) the parties shall execute and deliver the letter agreement in the form attached hereto as
Exhibit B providing for the payment of severance benefits to Mr. Stephenson in certain circumstances as described therein and (ii) the parties shall also execute and deliver the
agreement in the form attached hereto as Exhibit C, which modifies certain terms of Exhibit B (Exhibit B and Exhibit C are collectively referred to herein as the "Letter
Agreement"). 


        (b)   In
the event the Company terminates Mr. Stephenson's employment without Cause or Mr. Stephenson terminates his employment for Good Reason, and
Mr. Stephenson is not entitled to receive severance benefits under paragraphs 3.A and 5 of the Letter Agreement in connection with such termination of such employment, in addition to the
compensation and benefits described in Section 7(f), the Company shall pay to Mr. Stephenson the severance benefits described in the following sentence. Mr. Stephenson shall be
entitled to receive severance pay in an aggregate amount equal to 100% of his Base Salary as in effect on the Termination Date; provided, however, that if his termination occurs within
12 months after the date specified in Section 2, he shall be entitled to receive 200% of such Base Salary. Such severance pay shall be paid in installments over the one-year
or two-year period (as applicable) commencing on the Termination Date, in accordance with the Company's customary payroll practices. The obligations of the Company to make the severance
payments to Mr. Stephenson provided for in this Section 8(b) are expressly conditioned upon the execution and delivery by Mr. Stephenson to the Company on the Termination Date of
a release (in form and substance reasonably satisfactory to the Company) pursuant to which Mr. Stephenson will fully and unconditionally release any claims which Mr. Stephenson may have
against the Company and its Affiliates (and their respective shareholders, owners, partners, officers, directors, members, managers, employees, agents, attorneys and representatives) and the Company
shall have no obligation to make such severance payments to Mr. Stephenson unless Mr. Stephenson executes and delivers such release to the Company on the Termination Date. 


        Section 9. Confidentiality.


        (a)   Subject
to Section 9(b), Mr. Stephenson shall: (i) at all times, keep and hold all Confidential Information in strict and complete confidence and
(ii) shall not at any time, directly or indirectly, use for any purpose whatsoever, or disclose to any Person, any of the Confidential Information, except to the extent directly related to and
required by the performance of the duties assigned to Mr. Stephenson by the Company (or any of its Affiliates) hereunder. Mr. Stephenson shall take all appropriate measures to safeguard
any Confidential Information in his possession or control and to protect it against unauthorized disclosure, misuse, loss or theft. 


        (b)   If
Mr. Stephenson becomes (or is reasonably likely to become) legally compelled (pursuant to a subpoena, civil investigative demand, similar process, or
otherwise), or otherwise is requested by any Governmental Authority having jurisdiction, to disclose any of the Confidential Information, Mr. Stephenson shall promptly notify the Company of
such fact so that the Company may either seek a protective order (or other appropriate remedy or assurances) or waive compliance with this Agreement, and Mr. Stephenson shall consult with the
Company (and its counsel) with respect to such disclosure and shall cooperate in all reasonable efforts by the Company or any of its Affiliates (and their counsel) to obtain a protective order (or
other appropriate remedy or assurances). In the event such protective order (or other remedy or assurances) is not obtained or the Company waives compliance with this 


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Agreement,
Mr. Stephenson shall furnish only that portion of the Confidential Information which is legally required to be so furnished and use reasonable efforts to maintain and preserve the
confidentiality of the Confidential Information so furnished. 


        (c)   In
addition, Mr. Stephenson shall (i) keep and hold the existence of this Agreement (and the terms and conditions hereof) in strict and complete confidence
and (ii) not at any time, directly or indirectly, disclose the existence of this Agreement (or any of the terms or conditions hereof) to any Person; provided, however, that
Mr. Stephenson may disclose the existence of this Agreement (and the terms and conditions hereof) to Mr. Stephenson's spouse, family, attorney, account or financial advisor and as
otherwise required by law or legal process, if Mr. Stephenson instructs such Person that the information so disclosed is confidential and shall not be disclosed to any other Person or, in the
case of any disclosure required by law or legal process, Mr. Stephenson shall immediately notify the Company prior to any such disclosure. 


        Section 10. Noncompetition.


        (a)   During
the period commencing on the Termination Date and ending on the first anniversary of the Termination Date (the "Noncompetition Period"), Mr. Stephenson
shall not, without the prior written consent of the Company, either for Mr. Stephenson's own account or on behalf of or for the account of any other Person (whether as an agent, employee,
officer, director, shareholder, investor, owner, member, manager, consultant, joint venturer, partner, trustee, contractor, representative or any other capacity) engage or participate in, directly or
indirectly, any of the following businesses or enterprises (or any successor or Affiliate thereof): FirstEnergy, Cinergy, AEP, OVEC, Strategic Energy, Constellation New Energy or any other company
that engages exclusively in retail marketing in DP&L's service territory (which is defined as Ohio, Indiana, Kentucky, Michigan and Pennsylvania) or the division and/or segment of any
such company (a "Retail Competitor"). Both parties agree that the foregoing prohibitions shall not apply to the wholesale marketing operations of a Retail Competitor. Notwithstanding the foregoing,
nothing contained in this Section 10(a) shall prevent Mr. Stephenson from purchasing and holding for investment less than 1% of the shares of any corporation the shares of which are
regularly traded either on a national securities exchange or in the over-the-counter market. 


        (b)   During
the Noncompetition Period, Mr. Stephenson shall not, either for Mr. Stephenson's own account or on behalf of or for the account of any other Person,
directly or indirectly: (i) solicit or seek to hire any employee of the Company (or any of its Affiliates), or induce or attempt to induce any employee of the Company (or any of its Affiliates)
to leave the employ of the Company (or any of its Affiliates) or in any way disrupt, impair, damage or interfere with the relationship between the Company (or any of its Affiliates) and any of its
employees, (ii) solicit any customer of the Company (or any of its Affiliates) that has purchased goods or services from the Company (or any of its Affiliates) at any time during the
12 month period preceding the Termination Date or that the Company (or any of its Affiliates) is actively soliciting or has known plans to solicit, for the purpose of selling, marketing or
distributing any product, pricing or service competitive with any product, pricing or service then offered by the Company (or any of its Affiliates) or which the Company (or any of its Affiliates) has
known plans to offer or (iii) induce or attempt to induce any customer, supplier or other Person having a business relationship with the Company (or any of its Affiliates) to cease doing
business with the Company (or any of its Affiliates) or in any way disrupt, impair, damage or interfere with the relationship between any such customer, supplier or other Person and the Company (or
any of its Affiliates). 


        (c)   Mr. Stephenson
shall not, at any time, make any negative, derogatory, disparaging or pejorative statement, comment or other communication concerning the Company
or any of its Affiliates. 


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        (d)   During
the Noncompetition Period, Mr. Stephenson shall give written notice to the Company prior to commencement of employment with a new employer or otherwise
undertaking any activity which could be in violation of Section 10(a). 


        Section 11. Indemnification/Insurance.    The Company shall indemnify and defend
Mr. Stephenson for his actions as an officer and employee of the Company, in accordance with Article VII of the Company's By-Laws (as in effect from time to time) (copy
attached). In addition, the Company shall maintain directors' and officers liability insurance for Mr. Stephenson while employed, at a level equivalent to the most favorable and protective
coverage for any active officer of the Company. 


        Section 12. Certain Definitions.    For purposes of this Agreement, the following terms have the
following meanings: 


        "Affiliate" means, with respect to any Person, any other Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities or other ownership interests, contract or otherwise. 


        "Cause" shall have the meaning specified in the Letter Agreement. 


        "Confidential Information" means all confidential, nonpublic and/or proprietary
information and all other information not generally known to the public (including any information which may constitute a "trade secret" within the meaning of Section 1333.61(d) of the Ohio
Revised Code, any financial information, any research materials, any marketing plans and related information, any financial projections and any information with respect to business or strategic plans)
of, or relating to, the Company or any of its Affiliates or a third Person with respect to which the Company or any of its Affiliates has an obligation of confidentiality or secrecy; provided,
however, that the term "Confidential Information" shall not include any information which is in the public domain through no fault of Mr. Stephenson. 



        "Disability" shall have the meaning specified in the Letter Agreement. 


        "Good Reason."    For purposes of this Agreement only, the term "Good Reason" shall mean any of the following:
(1) without Mr. Stephenson's express written consent, the assignment to him of any material duties that are materially inconsistent with his designated position and not contemplated by
Section 1 hereof or a material limitation or decrease in the scope of his power or duties; (2) without Mr. Stephenson's express written consent, the Company's removal, during the
Term, of Mr. Stephenson from any of the positions indicated in Section 1 hereof, except in connection with a termination of his employment for Cause or as a result of death or
Disability; or (3) without Mr. Stephenson's express written consent, a reduction of his Base Salary to an amount less than that previously determined and fixed by the Compensation
Committee, other than a reduction deemed necessary by the Board of Director's and applied to all officers of the Company. This definition shall not apply for purposes of Exhibit B (which
contains its own definition of Good Reason as such term is used in Exhibit B). 


        "Governmental Authority" means any court, government (or governmental or political
subdivision thereof) or governmental department, commission, agency, body, instrumentality or authority. 


        "Person" means any individual, corporation, association, partnership, firm, limited
liability company, trust or other entity or enterprise or any Governmental Authority. 


        Section 13. Parties in Interest.    This Agreement is for the sole benefit of the parties and
shall not create any rights to any person not a party. This Agreement is personal and may not be assigned by any party without the prior written consent of the other party. Subject to the foregoing,
this Agreement 


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shall
be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties, but no assignment shall, of itself, relieve any party of its obligations
hereunder. 


        Section 14. Entire Agreement.    This Agreement, including Exhibits A, B and C and
Schedule 1 to Exhibit A attached hereto, sets forth the entire agreement and understanding of the parties in respect to the subject matter hereof and supersedes all prior agreements,
arrangements and understandings relating to the subject matter hereof. 


        Section 15. Interpretation.    The section and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Words used in this Agreement in the singular number shall include the plural, and vice versa,
unless the context requires otherwise. Words of gender used in this Agreement may be read as masculine, feminine or neuter as the context may require. The terms "this Agreement", "hereto" "herein",
"hereby", "hereof" and similar expressions refer to this Agreement in its entirety and not to any
particular provision or portion of this Agreement. When a reference is made to Sections, such reference shall be to a Section of this Agreement, unless otherwise indicated. Whenever the words
"include", "includes" or "including" are used herein, they shall be deemed to be followed by the words "without limitation". 


        Section 16. Law Governing.    This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Ohio without regard to its conflicts of laws rules. 


        Section 17. Counterparts.    This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. 


        Section 18. Amendment.    Any amendment to this Agreement or any waiver of rights or any consent
hereunder shall not be operative unless it is in writing and signed by the party sought to be charged. 


        Section 19. Equitable Relief.    Mr. Stephenson acknowledges that the Company or its
Affiliates may be irreparably injured by any breach of Sections 9 and 10. Accordingly, the Company shall be entitled to specific performance and other injunctive relief as remedies for any breach (or
threatened breach) of Sections 9 and 10, in addition to all other remedies available at law or in equity and Mr. Stephenson shall not raise the claim or defense that an adequate remedy at law
exists. 


        Section 20. Severability.    If any provision of this Agreement or the application thereof to any
party or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to another party or circumstance shall not be affected
thereby and such provision shall be enforced to the greatest extent permitted by applicable law and such invalidity or unenforceability shall not affect the validity or enforceability of any other
provision hereof. Without limiting the generality of the foregoing, the parties agree that a court of competent jurisdiction making a determination of the invalidity or unenforceability of any
provision of this Agreement shall have the power to reduce the scope, duration or area of any such provision, to delete specific words or phrases, or to replace any invalid or unenforceable provision
in this Agreement with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision to the greatest extent permitted by
applicable law, and this Agreement shall be enforceable as so modified. 


        Section 21. Waiver.    The failure or delay on the part of any party to insist upon strict
performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder. No right or remedy herein conferred upon or reserved to any party is
intended to be exclusive of any other right or remedy and all such rights and remedies shall be cumulative. 


        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 



	 	 	DPL INC.
	

 	
 	

By	

    
 James V. Mahoney

President and Chief Executive Officer
	

 	
 	

THE DAYTON POWER AND LIGHT COMPANY
	

 	
 	

By	

    
 James V. Mahoney

President and Chief Executive Officer
	

 	
 	

    
 Gary Stephenson




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Exhibit A  


RELOCATION BENEFITS  



        In the event of any inconsistency between the terms of this Exhibit A and the terms of the employee's employment agreement, the terms of the employment
agreement shall control. 


A. Sale of Existing Home  


        Provided the employee sells his current home in Massachusetts before December 31, 2005, the Company will reimburse the employee for the real estate
commission not to exceed the prevailing rate in the community. The employee must submit an invoice establishing the commission. 



B. Finding a New Home  


        The Company will reimburse the employee for the cost of one appraisal by an independent appraiser on a home purchase at the employee's new location. This is to
assist the employee in determining the market value of the house. 


        In
addition, the Company will reimburse the employee for reasonable costs incurred by the employee (and his family) for up to 2 house-hunting trips to Dayton, Ohio. 


C. Cost of the Move  


        The Company will pay the actual cost of packing and moving the personal belongings and household furnishings of the employee and his family, excluding two
vehicles, from his current home in Massachusetts to Dayton, Ohio; provided that the Company will not pay for extraordinary expenses (such as insurance or special moving procedures for fine art and
other valuables and/or surcharges for oversized items such as pianos). 


        In
addition, the Company will either (1) pay the cost of one-way coach airfare for the employee and his family from Massachusetts to Dayton, Ohio and the cost of
moving his two cars from Massachusetts to Dayton, or (2) reimburse the employee for mileage (at standard IRS reimbursement rates) for driving his 2 cars from Massachusetts to Dayton. 


        The
Company will also pay for the storage of the personal belongings and household goods of the employee and his family, for a period not to exceed 90 days. 



        Finally,
to cover miscellaneous moving expenses, the Company will make an additional payment to the employee in an amount equal to 5% of the sales price of the employee's house in
Massachusetts. 


D. Withholding Tax Adjustment  


        Certain relocation expense reimbursements are taxable income to the employee and subject to payroll tax withholding. The Company will assist the employee in
meeting relocation tax obligations by "grossing-up" payments covering taxable items as provided under the methodology set forth on  Schedule 1 attached hereto. 


9







 
SCHEDULE 1  


Tax Gross Up Methodology


GROSS-UP PERCENTAGES  


Proposed
percentages to include in any employment agreement negotiations.

Please see below for additional information and proposals. 



	FEDERAL
	 	LOCAL
	 
	AGI *
	 	Effective

Tax Rate #
	 	For all compensation levels
	 
	100,000	 	23	%	 	 	 	 
	200,000	 	27	%	Dayton:	 	2.25	%
	300,000	 	29	%	Other locales:	 	Various	 
	400,000	 	31	%	 	 	 	 
	500,000	 	32	%	 	 	 	 






	 
	 	 
	 	MEDICARE
	 
	STATE
	 
	 	For all compensation levels
	 
	Taxable Income **
	 	Effective

Tax Rate #
	 
	100,000	 	5	%	 	 	 	 
	200,000	 	6	%	All:	 	1.45	%
	300,000	 	7	%	 	 	 	 
	400,000	 	7	%	 	 	 	 
	500,000	 	7	%	 	 	 	 





10







 
EXHIBIT B  


Date:
September 17, 2004 


Mr. Gary
Stephenson
 [Insert address]



Dear
Gary: 


        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 a Letter 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. 


        In
the event of any inconsistency between the terms of this Letter Agreement and the terms of your employment agreement, the terms of this Letter Agreement shall control. 


1. OPERATION AND TERM OF LETTER AGREEMENT.  


        This Letter Agreement shall become effective immediately upon the execution hereof. This Letter Agreement shall continue until May 1, 2005, 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 Letter Agreement. Notwithstanding the foregoing, the
term of this Letter 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 Letter
Agreement; and any benefit that accrues to you pursuant to the terms of this Letter Agreement shall continue to be an obligation of the Company and enforceable by you until paid in full,
notwithstanding the subsequent termination of this Letter 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 Letter Agreement, the provisions of this Letter Agreement shall be
applicable to each such Change of Control. 


11







 



1.A. TERMINATION FOR ANY REASON.  


        Notwithstanding any other provisions of this Letter 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 Letter 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 and immediately thereafter directly or indirectly owns at least fifty-one percent (51%) of the voting securities of the resulting
DP&L entity; 


12







 



(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, 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 Letter 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 Letter Agreement, the terms "Disability", "Cause" and "Good Reason" shall have the meaning set forth below: 



	(i)
	Disability. "Disability" shall mean 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 continued 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 



13







 


the
number of directors then in office (after reasonable notice to you and an opportunity for you, together 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 or diminution in your responsibilities, reporting requirements, 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 at the time of the Change in Control (or, if greater, in effect 180 days prior to the time of a Change in Control).



	(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 






14







 



designated
by you and reasonably satisfactory to the Company realized upon the sale of such residence in connection with any such change of residence. 



	(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 Letter 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.    Notwithstanding
anything in this Letter Agreement to the contrary, 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 Letter 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 Letter 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 Letter 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. 



15







 





5. COMPENSATION UPON TERMINATION.  


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



	(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, 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, except to the extent described in Exhibit C attached hereto, 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 three or 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), except to the extent described in Exhibit C hereto, 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 three or 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 for a period of three years after termination of
your employment for any reason, you will not, without the Company's prior written consent, directly or indirectly: (i) engage or participate in any of the following businesses or enterprises
(or any successors or affiliates thereof)—FirstEnergy, Cinergy, AEP, OVEC, Strategic Energy, Constellation New Energy or any other company that engages exclusively in retail marketing in
DP&L's service territory (which is defined as Ohio, Indiana, Kentucky, Michigan and Pennsylvania) or the division and/or segment of any such company (a "Retail Competitor"),
(ii) 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; (iii) solicit for your own behalf or on behalf of any other person(s), any customer of the 






16







 



Company
that has purchased products or services from the Company at any time in the twelve (12) months preceding your date of termination or that the Company is actively soliciting or has known
plans to solicit, for the purpose of marketing or distributing any product, pricing or service competitive with any product, pricing or service then offered by the Company or which the Company has
known plans to offer; or (iv) engage or be affiliated with any person(s), in the development or marketing, including but not limited to the establishment of product or service prices, of any
product or service which will compete with any product or service the Company is then developing or marketing in any geographic market where the Company is doing or preparing to do business.
Notwithstanding the foregoing, the parties agree that the prohibition described in clause (i) of the preceding sentence shall not apply to the wholesale marketing operations of a Retail
Competitor. 






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, to the extent permitted by applicable law as in effect from time to time, 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. 



Nothing
in this paragraph 5.A.(i)(c) shall relieve you from any similar covenants contained in your employment agreement, which covenants shall continue in full force and effect in accordance
with the terms thereof. 



	(d)
	Anything
in the Management Incentive Compensation Plan, the Long Term Incentive 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 either 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 and/or applicable law (including, without limitation, the non-discrimination requirements of
Internal Revenue Code Section 105(h)). In the event that the terms of any such plan, program 



17







 


or
arrangement or applicable law 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. 







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 Letter 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 Letter Agreement by seeking other employment or otherwise. 


6. RIGHTS AS FORMER EMPLOYEE.  


        Nothing contained in this Letter Agreement shall be construed as preventing you, and shall not prevent you, following any termination of your employment whether
pursuant to this Letter 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 Letter 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 Letter 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 Letter 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 apply to (a) a spin-off or sale of substantially all of the assets of only DP&L, or (b) a transaction
described in item (ii) of paragraph 2 above involving only 


18







 



DP&L
unless DPL continues in existence with 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 and immediately thereafter directly or indirectly owns at least fifty-one percent (51%) of the voting securities of the resulting DP&L
entity. 


        This
Letter 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. 



8. LEGAL FEES.  


        The Company shall reimburse you in full for all legal fees and expenses reasonably incurred by you in connection with this Letter 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 Letter 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. 


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        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 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, to the extent permitted by applicable law, 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 Letter 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. and Frederick J. Caspar, Esq. 





        (c)   and
if to you, addressed to 




Gary
Stephenson 





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 Letter 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 Letter 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 Letter 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 Letter Agreement are divisible; if any provision of this Letter 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 Letter 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 Agreement (as modified by Exhibit C) 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:	

/s/  JAMES V. MAHONEY      
 James V. Mahoney

President and Chief Executive Officer
	

 	
 	

THE DAYTON POWER AND LIGHT COMPANY
	

 	
 	

By:	

/s/  JAMES V. MAHONEY      
 James V. Mahoney

President and Chief Executive Officer
	

Confirmed and agreed to:	
 	

 	

 
	

 Date	
 	

 Gary Stephenson




21







 
EXHIBIT C  


Date:
September 17, 2004 


Mr. Gary
Stephenson
 [Insert address]



Dear
Gary: 


        This  Exhibit C is hereby made and entered into by and among DPL Inc. ("DPL"), its subsidiary, The Dayton
Power and Light Company ("DP&L") hereinafter collectively referred to as the "Company" and you and shall be deemed an amendment and modification of the Letter Agreement attached hereto
as Exhibit B, in accordance with the provisions of Section 13 thereof. The provisions of paragraph 5.A.(i)(a) and
paragraph 5.A.(i)(b) of Exhibit B are each hereby amended in their entirety to read as follows: 



	5.A.(i)
	(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, 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 (the "Actual MICP Award") prior to the Date of Termination (or, if you have not participated in the plan for at least three award cycles,
you shall be entitled to an amount equal to the three (3) year average of the greater of your Actual MICP Award or the Target Award for the years in which you participated in the plan, and the
Target Award for the years in which you did not participate in the plan) 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.



	5.A(i)
	(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, if you have not participated in the plan for at least three award cycles, you shall be entitled to an amount equal to the three (3) year average of the greater of your Actual
MICP Award or the Target Award for the years in which you participated in the plan, and the Target Award for the years in which you did not participate in the plan), 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. 



22







 





        If
this Exhibit C 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:	

/s/  JAMES V. MAHONEY      
 James V. Mahoney

President and Chief Executive Officer
	

 	
 	

THE DAYTON POWER AND LIGHT COMPANY
	

 	
 	

By:	

/s/  JAMES V. MAHONEY      
 James V. Mahoney

President and Chief Executive Officer
	

Confirmed and agreed to:	
 	

 	

 
	

 Date	
 	

 Gary Stephenson




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