0001104659-06-013264 Sample Contracts

DPL INC. PARTICIPATION AGREEMENT AND WAIVER
Participation Agreement and Waiver • March 1st, 2006 • DPL Inc • Electric & other services combined

This PARTICIPATION AGREEMENT AND WAIVER (“Agreement”) is entered into this 28th day of February 2006 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio corporation (“DP&L”), and Patricia K. Swanke (“Executive”).

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DPL INC. LONG-TERM INCENTIVE PLAN - PERFORMANCE SHARES AGREEMENT (Granted Under the 2006 Equity and Performance Incentive Plan)
Performance Shares Agreement • March 1st, 2006 • DPL Inc • Electric & other services combined • Ohio

This Long-Term Incentive Plan - Performance Shares Agreement (this “Agreement”) is made as of __________________, 2006 between DPL Inc., an Ohio corporation (“DPL”) and _________________, an employee of DPL or its Subsidiaries (the “Grantee”).

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