DPLINC. PARTICIPATIONAGREEMENT

The Company and Executive further agree that, upon execution of this Participation Agreement, the Participation Agreement between the Company and Executive dated August 30, 2007, which granted Executive rights under the Company’s Severance and Change of Control Plan, shall be null and void and have no further effect and that any other rights the Executive had or was eligible to receive or potentially receive under the previous Participation Plan shall be forever waived.

3.             Perquisite Allowance.  By executing this Agreement, Executive shall be entitled to receive a perquisite allowance in the amount of $20,000 per year (the “Perquisite Allowance”), for each year that (a) Executive remains designated by the Committee as eligible to receive the Perquisite Allowance and (b) DPL continues to make the Perquisite Allowance available to executive-level employees of the Company.  Executive has been designated by the Committee as eligible to receive the Perquisite Allowance for 2010.  The Perquisite Allowance for 2010 shall be paid as soon as practicable after the execution of this Participation Agreement.  The Perquisite Allowance for years after 2010 shall be paid to Executive as soon as practicable after the Committee designates Executive as eligible to receive the Perquisite Allowance for that year.  The Perquisite Allowance will not be deemed “compensation,” as that term is defined under any of the Plans, nor under any other plan, practice, program or policy of the Company or any of its affiliates, as in effect from time to time.

4.             Non-Solicitation.  As a condition to his eligibility to participate in the Program, Executive hereby agrees that during his employment and for a period of two years following his termination of employment with the Company, Executive will not (a) solicit for employment with himself or any firm or entity with which he is associated, any employee of the Company, its subsidiaries or affiliates, or otherwise disrupt, impair, damage or interfere with the Company’s, its subsidiaries’ or affiliates’ relationships with their employees or (b) solicit for Executive’s own behalf or on behalf of any other person(s), any retail customer of the Company, its subsidiaries or affiliates, that has purchased products or services from the Company, its subsidiaries or affiliates, at any time (i) with respect to solicitation during employment, during the Executive’s employment or (ii) with respect to solicitation after termination of employment, in the twelve months preceding the date on which Executive’s employment with the Company, its subsidiaries or affiliates is terminated or that the Company, its subsidiaries or affiliates are actively soliciting or have 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, its subsidiaries or affiliates or which the Company, its subsidiaries or affiliates have known plans to offer.

[Signatures on the Following Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

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Exhibit A

Crawford SIU Letter Agreement, dated April 27, 2001

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Allen M. Hill

President and

Chief Executive Officer

(937) 259-7205

April 27, 2001

Kevin W. Crawford

DPL Inc.

Dear Kevin:

Congratulations! The Management SIU program which you participated in ended December 31, 2000. Your total awards, with accrued dividends, is 14,485 SIU’s.

In accordance with the program, SIU’s which have vested will be paid, in cash, in the year in which they vest. Payments will occur on July 15 of each payout year and will be based on the average of the last closing price of the previous three months. Attached is your vesting schedule indicating the timing and amounts of your vested SIU’s.

All program requirements and criteria, including your continuance as an employee, remain effective.

Again, congratulations!

DPL Inc. · P.O. Box 8815 · Dayton, Ohio 45401

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THE DAYTON POWER & LIGHT COMPANY

Management SIU Program

Vesting Schedule

Crawford, Kevin W.

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