8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   June 29, 2006

The Dayton Power and Light Company.

(Exact Name of Registrant as Specified in Its Charter)

Ohio	1-2385	31-0258470
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1065 Woodman Drive, Dayton, Ohio		45432
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:   (937) 224-6000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                Entry into a Material Definitive Agreement.

On June 30, 2006, DPL Inc., (the “Company”) and The Dayton Power and Light Company (“DP&L”) entered into a Participation Agreement with Frederick J. Boyle to compensate Mr. Boyle for his services as the Controller and Chief Accounting Officer. Under the Participation Agreement, Mr. Boyle is eligible to participate in the Executive Incentive Compensation Plan (“EICP”), the DPL Inc. 2006 Equity and Performance Incentive Plan (“EPIP”), a Severance Pay and Change of Control Plan (“Severance Plan”), and a Supplemental Executive Defined Contribution Retirement Plan (“SEDCRP”). In addition, Mr. Boyle receives a perquisite allowance in the amount of $20,000 in each year that he is designated by the Compensation Committee as eligible to receive a perquisite allowance. The Participation Agreement also provides that Mr. Boyle is subject to a two year non-solicitation agreement. A copy of the Participation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On June 29, 2006, DPL Inc. (the “Company”) and The Dayton Power and Light Company (“DP&L”) entered into a Participation Agreement and Waiver (the “Participation Agreement”) with John J. Gillen, Senior Vice President and Chief Financial Officer for both DPL Inc. and The Dayton Power and Light Company. Pursuant to the Participation Agreement, Mr. Gillen agreed to terminate his employment agreement and change of control agreement and other benefits with the Company in exchange for his participation in the EICP, the EPIP, the Severance Plan and the SEDCRP. In addition, Mr. Gillen receives a perquisite allowance in the amount of $20,000 in each year that he is designated by the Compensation Committee to be eligible to receive a perquisite allowance. The Participation Agreement also provides that Mr. Gillen is subject to a two year non-solicitation agreement.

Mr. Gillen’s Participation Agreement and Waiver preserves certain rights, including, the right for Mr. Gillen to receive previously granted stock options as well as stock options to be granted upon the earlier of his relocation or a change of control; certain future Long Term Incentive Plan payouts; reimbursement for temporary living, travel and relocation expenses associated with Mr. Gillen’s relocation to the Dayton area; use of a Company car and a tax gross up to cover any income tax expense he may bear due to his receipt of any of the foregoing payments. A copy of the Participation Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 1.02                Termination of a Material Definitive Agreement.

In connection with the Company’s and DP&L execution of a Participation Agreement with Mr. Gillen described in Item 1.01 of this Form 8-K, the employment agreement between the Company, DP&L and Mr. Gillen was terminated as of June 29, 2006. The material terms of the employment agreement with Mr. Gillen were described in the Company’s Definitive Proxy Statement filed on March 17, 2006 and such description is incorporated herein by reference.

The Company and DP&L will not incur any early termination penalties.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On June 30, 2006, DPL Inc., (the “Company”) and The Dayton Power and Light Company (“DP&L”) appointed Frederick J. Boyle to serve as the Controller and Chief Accounting Officer responsible for all of the Company’s and DP&L’s internal and external accounting functions. Previously, Mr. Boyle worked for eighteen years in the financial and accounting areas of American Electric Power Company, serving in such positions as the Manager of Tax, Manager of Corporate Planning and Budgeting, and Vice President of Financial Services. Most recently, Mr. Boyle was Vice President of Finance for Direct Energy, a North American energy company with revenues of approximately $3 billion. Mr. Boyle is a graduate of Ohio State University with a Bachelor of Science in Business Administration, has a Master of Tax degree from Capital University and is a Certified Public Accountant.

In addition, the Company and DP&L also appointed Daniel L. Thobe to serve as the Director of Internal Audit to oversee all internal audit functions, reporting directly to the Audit Committee of the Company’s Board of Directors and administratively to John J. Gillen, Senior Vice President and Chief Financial Officer.

A copy of the press release announcing the appointment of Frederick J. Boyle as Controller and Chief Accounting Officer and Daniel L. Thobe as the Director of Internal Audit is attached hereto as Exhibit 99.1.

Item 9.01(d).          Exhibits.

10.1	Participation Agreement dated June 30, 2006 by and between DPL Inc., The Dayton Power and Light Company and Frederick J. Boyle.
10.2	Participation Agreement and Waiver dated June 29, 2006 by and between DPL Inc., The Dayton Power and Light Company and John J. Gillen.
99.1	Press Release of DPL Inc. and The Dayton Power and Light Company., dated June 30, 2006.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 3, 2006	The Dayton Power and Light Company
	/s/ Miggie E. Cramblit
	Name: Miggie E. Cramblit
	Title: Vice President, General Counsel and           Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description	Paper (P) or Electronic (E)
10.1	Participation Agreement dated as of June 30, 2006 between DPL Inc., The Dayton Power and Light Company and Frederick J. Boyle.	E
10.2	Participation Agreement and Waiver dated as of June 29, 2006 between DPL Inc., The Dayton Power and Light Company and John J. Gillen.	E
99.1	Press Release of DPL Inc. and The Dayton Power and Light Company, dated June 30, 2006.	E

EX-10.1

Exhibit 10.1

DPL INC.
PARTICIPATION AGREEMENT

This PARTICIPATION AGREEMENT (“Agreement”) is entered into this 30th day of June, 2006 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio corporation (“DP&L”), and Fred Boyle (“Executive”).

WHEREAS, DPL has an executive compensation program (the “Program”), generally effective as of January 1, 2006;

WHEREAS, the Program provides benefits pursuant to the following plans which have been approved by the Compensation Committee of the Board of Directors of DPL (the “Committee”) and adopted by the Board of Directors of DPL (the “Board”): the DPL Inc. Severance Pay and Change of Control Plan, the DPL Inc. Supplemental Executive Defined Contribution Retirement Plan, the DPL Inc. 2006 Equity and Performance Incentive Plan, and the DPL Inc. Executive Incentive Compensation Plan (collectively, the “Plans”); and

WHEREAS, Executive’s participation in the Plans and eligibility for the benefits provided thereunder requires execution of this Agreement.

NOW THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, Executive agrees as follows:

1.    Effective Date. This Agreement is effective on the date hereof and will continue in effect as provided herein.

2.    Participation in the Plans. DPL confirms that Executive (a) has been designated by the Committee and the Board to participate in each of the Plans pursuant to the terms thereof, contingent on his execution of this Agreement, and (b) is eligible to receive additional benefits as such are provided to other similarly situated employees of the Company from time to time.

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 2006. The Perquisite Allowance for 2006 shall be paid as soon as practicable after the Effective Date. The Perquisite Allowance for years after 2006 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 DPL and DP&L, Executive will not (a) solicit for employment with himself or any firm or entity with which he is associated, any employee of DPL, its subsidiaries or affiliates, or otherwise disrupt, impair, damage or interfere with DPL’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 DPL, its subsidiaries or affiliates, that has purchased products or services from the DPL, 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 DPL, its subsidiaries or affiliates is terminated or that DPL, 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 DPL, its subsidiaries or affiliates or which DPL, its subsidiaries or affiliates have known plans to offer.

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

DPL INC.
By:	/s/ James V. Mahoney
	Name: James V. Mahoney
	Title: President and CEO
THE DAYTON POWER AND LIGHT COMPANY
By:	/s/ James V. Mahoney
	Name: James V. Mahoney
	Title: President and CEO
By:	/s/ Fred Boyle
	Fred Boyle

EX-10.2

Exhibit 10.2

DPL INC.
PARTICIPATION AGREEMENT AND WAIVER

This PARTICIPATION AGREEMENT AND WAIVER (“Agreement”) is entered into this 29th day of June 2006 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio corporation (“DP&L”), and John J. Gillen (“Executive”).

WHEREAS, DPL has implemented a new executive compensation program (the “Program”), generally effective as of January 1, 2006;

WHEREAS, the Program provides benefits pursuant to the following plans that have been approved by the Compensation Committee of the Board of Directors of DPL (the “Committee”) and adopted by the Board of Directors of DPL (the “Board”): the DPL Inc. Severance Pay and Change of Control Plan, the DPL Inc. Supplemental Executive Defined Contribution Retirement Plan, the DPL Inc. 2006 Equity and Performance Incentive Plan (“EPIP”), and the DPL Inc. Executive Incentive Compensation Plan  (collectively, the “Plans”);

WHEREAS, Executive’s participation in the Plans requires execution of this Agreement in order to be eligible to receive benefits under such Program; and

WHEREAS, Executive previously entered into an Employment Agreement with DPL and DP&L (collectively, the “Company”), dated December 21, 2004(the “Prior Agreement”);

NOW THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, Executive agrees as follows:

1.    Effective Date. This Agreement is effective on the date hereof and will continue in effect as provided herein.

2.    Participation in the Plans. DPL confirms that Executive (a) has been designated by the Committee and the Board to participate in each of the Plans pursuant to the terms thereof, contingent on his execution of this Agreement and, with respect to the EPIP, its approval by the shareholders of the Company at their annual meeting on April 26, 2006, and (b) is eligible to receive additional benefits as such are provided to other similarly situated employees of the Company from time to time.

3.    Termination of Prior Agreement. Executive, for himself and his dependents, successors, assigns, heirs, executors and administrators (and his and their legal representatives of every kind), and the Company hereby agree that, upon execution of this Agreement, the Prior Agreement shall terminate and have no further force and effect.

4.    Remaining Rights. Notwithstanding the terms of Section 3 of this Agreement, Executive and the Company hereby agree that nothing in this Agreement negates or diminishes Executive’s rights under any agreement other than the Prior Agreement, including the rights to (a) receive the benefits or his obligations with respect to Executive’s relocation from Philadelphia, Pennsylvania to Dayton, Ohio as described on Schedule A attached hereto,(b) purchase from the Company, to the extent not yet purchased, up to a total of 30,000 DPL common shares at an exercise price of $25.00 per share pursuant to the terms of Executive’s Management Stock Option Agreement, dated December 29, 2004, a copy of which is attached hereto as Exhibit A, (c) receive from DPL an option to purchase up to a total of 20,000 common shares of DPL upon the earlier of (i) the date Executive relocates his primary residence and his family to the Dayton, Ohio area or (ii) the occurrence of a Change of Control (as defined in the DPL Inc. Severance Pay and Change of Control Plan), and (d) receive the amounts payable under the DPL Inc. 2003 Long-Term Incentive Plan that are payable as the amounts vest.

5.    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 2006. The Perquisite Allowance for 2006 shall be paid as soon as practicable after the Effective Date. The Perquisite Allowance for years after 2006 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.

6.    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 DPL, its subsidiaries or affiliates, or otherwise disrupt, impair, damage or interfere with DPL’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 DPL, its subsidiaries or affiliates, that has purchased products or services from the DPL, 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 DPL, its subsidiaries or affiliates is terminated or that DPL, 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 DPL, its subsidiaries or affiliates or which DPL, its subsidiaries or affiliates have known plans to offer.

7.    No Inducement. Executive agrees and acknowledges that no representations, promises or inducements have been made by the Company to induce Executive to enter into this Agreement other than as set forth herein.

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

DPL INC.
By:	/s/ James V. Mahoney
	Name: James V. Mahoney
	Title: President and CEO
THE DAYTON POWER AND LIGHT COMPANY
By:	/s/ James V. Mahoney
	Name: James V. Mahoney
	Title: President and CEO
By:	/s/ John J. Gillen
	John J. Gillen

Schedule A

The Company agrees to provide the following benefits with respect to Executive’s relocation from the Philadelphia, Pennsylvania area to the Dayton, Ohio area (the “Relocation”) until Executive relocates to the Dayton, Ohio area :

(i)   reimbursement for reasonable expenses incurred in relocating Executive’s family and single family residence from a single location in the Philadelphia, Pennsylvania area to the Dayton, Ohio area;

(ii)  reimbursement for (A) rental of temporary furnished housing in the greater Dayton, Ohio area and expenses for utilities associated with the rental property and (B) for travel between the Dayton, Ohio area and the Philadelphia, Pennsylvania area, including reimbursement for mileage, airfare and airport parking charges;

(iii) reimbursement for customary real estate commissions incurred in connection with the sale of Executive’s current residence in the Philadelphia, Pennsylvania area and for the cost of an appraisal for a residence in the Dayton, Ohio area;

(iv) upon the closing of the sale of Executive’s Philadelphia area residence, the Company’s payment of a moving incentive bonus equal to 3% of the sale price of Executive’s Philadelphia residence up to a maximum bonus of $50,000;

(v)  use of a Company car; and

(vi) to the extent any of the foregoing payments or reimbursements are subject to income taxes or other taxes similar to income taxes, the Company shall pay Executive an additional amount sufficient to gross him up for the amount of such taxes.

In the event that Executive terminates his employment for any reason or his employment is terminated by the Company for “Cause” as hereinafter defined, within one year after the date of the Relocation, Executive shall fully reimburse the Company for any payments made by the Company pursuant to the terms set forth in provisions (i) through (vi) above. For purposes of this Schedule A, “Cause” shall mean (a) proven commission of a felony, (b) proven embezzlement, (c) the proven illegal use of drugs, or (d) if no Change of Control (as defined in the DPL Inc. Severance Pay and Change of Control Plan) 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 the definition of Change of Control, the willful and continuous failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from his physical or mental illness or other physical or mental incapacity) as determined in good faith by the Board of Directors. Notwithstanding the foregoing, Cause shall not be deemed to exist unless and until there shall have been delivered to Executive 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 him and an opportunity for him, together with his

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 he was guilty of conduct set forth above in clauses (a), (b), (c) or (d) of the first sentence of this definition and specifying the particulars thereof in detail. For purposes of this definition, no act or failure to act on Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company.

Exhibit A

Gillen Management Stock Option Agreement

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE                                                                                            CONTACT: 937-224-5940

FRED BOYLE JOINS DPL AS CONTROLLER &
CHIEF ACCOUNTING OFFICER

DAYTON, Ohio, June 30, 2006 — DPL (NYSE: DPL) announced today that Mr. Frederick J. Boyle has joined the Company as Controller and Chief Accounting Officer. In this role, Mr. Boyle will be responsible for all of DPL’s internal and external accounting functions.

Mr. Boyle has an extensive background in the energy industry, with experience in both the regulated and unregulated segments of the electric business. For 18 years, he worked in the financial and accounting areas of American Electric Power (AEP), serving in positions such as Manager of Tax, Manager of Corporate Planning and Budgeting, and Vice President of Financial Services. In addition to his experience with financial reporting and rate case filings, Mr. Boyle worked extensively with AEP’s international acquisition and disposition of assets.

Most recently, Mr. Boyle was Vice President of Finance for Direct Energy, an energy company with North American revenues of approximately $5.5 billion. At Direct Energy, his responsibilities included accounting, financial planning and analysis, financial reporting, portfolio management and tax functions associated with U.S. retail operations.

“With more than 20 years of experience in accounting and finance within the energy industry, Fred brings strong leadership and functional expertise to the table,” said John Gillen, DPL Senior Vice President and Chief Financial Officer. “We welcome him to the team and look forward to his contribution.”

Mr. Boyle is a graduate of The Ohio State University with a Bachelor of Science in Business Administration, has a Master of Tax degree from Capital University and is a Certified Public Accountant.

Additionally, DPL announced today that Daniel L. Thobe has been named to the position of Director of Internal Audit. Mr. Thobe will oversee all internal audit functions and will report directly to the Audit Committee of the DPL Board of Directors and administratively to Mr. Gillen.

“We greatly appreciate Dan’s hard work and valuable contribution during the past several years,” said Mr. Gillen. “As Director of Internal Audit, he will continue to play a vitally important role in the financial and operating areas of the company.”

Prior to joining DPL in July 2003, Mr. Thobe held various senior financial positions, including Corporate Controller of Moto Photo, Inc., Vice President and Chief Accounting Officer of Roberds, Inc., Vice President and Corporate Controller of Breuners Home Furnishings Corporation and Corporate Controller of The Bon-Ton Stores, Inc.

Mr. Thobe is a Certified Public Accountant and earned a Master of Business Administration from Northern Illinois University along with a Bachelor of Science in Accountancy from Wright State University.

About DPL

DPL Inc. (NYSE:DPL) is a regional electric energy and utility company. DPL’s principal subsidiaries include The Dayton Power and Light Company (DP&L); DPL Energy, LLC (DPLE); and DPL Energy Resources, Inc. (DPLER). DP&L, a regulated electric utility, provides service to over 500,000 retail customers in West Central Ohio; DPLE engages in the operation of merchant peaking generation facilities; and DPLER is a competitive retail electric supplier in Ohio, selling to major industrial and commercial customers. DPL, through its subsidiaries, owns and operates approximately 4,400 megawatts of generation capacity, of which 2,800 megawatts are low cost coal-fired units and 1,600 megawatts are natural gas and diesel peaking units. Further information can be found at www.dplinc.com.