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 15, 2006

DPL Inc.
(Exact Name of Registrant as Specified in Its Charter)

Ohio	1-9052	31-1163136
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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 20, 2006, DPL Inc. (the “Company”) entered into a letter agreement pursuant to which Glenn E. Harder will serve as Non-Executive Chairman of the Board of Directors of the Company. In exchange for his services as Chairman of the Board, Mr. Harder will receive an annual retainer of $125,000 in addition to the same fees and payments paid to other directors for board service. A copy of the letter agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the press release announcing Mr. Harder’s election is attached hereto as Exhibit 99.1.

On June 15, 2006, the Company’s Compensation Committee approved the payment of a perquisite allowance in the amount of $20,000 to Robert D. Biggs in accordance with Section 3(d) of his Amended and Restated Employment Agreement, dated as of August 31, 2005 and the perquisite allowance policy in the Company’s new executive compensation and benefits program, as described in the Current Report on Form 8-K/A that the Company filed on March 2, 2006.

Item 9.01.              Financial Statements and Exhibits

(d)           Exhibits.

10.1	Letter Agreement between DPL Inc. and Glenn E. Harder, dated as of June 20, 2006.
99.1	Press Release, dated June 20, 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.

	DPL Inc
Date:  June 20, 2006
	/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	Letter Agreement between DPL Inc. and Glenn E. Harder, dated as of June 20, 2006.	E
99.1	Press Release, dated June 20, 2006.	E

EX-10.1

Exhibit 10.1

June 20, 2006

Mr. Glenn E. Harder

4101 John S. Raboteau

Raleigh, NC 27612

Dear Glenn:

Set forth below are the terms and conditions of your engagement as Non-Executive Chairman of the Board of Directors of DPL Inc. (the “Board”). Your responsibilities as Non-Executive Chairman of the Board are described in the Responsibilities Statement attached hereto as Appendix A.

Duration. You will serve as Non-Executive Chairman of the Board for such period as determined by the Board in its sole discretion; provided that you will cease to serve as Non-Executive Chairman if your service as a member of the Board ends for any reason (including, without limitation, because you are not nominated for reelection or are not reelected to the Board).

Compensation.  During your service on the Board you will be entitled to the same fees and payments as other directors for the services rendered and the Board positions filled by you from time to time. For your service as Non-Executive Chairman, you will receive an additional annual retainer of $125,000 payable in four equal quarterly installments and prorated for any partial year of service as Non-Executive Chairman, in addition to any other director fees paid for board service.

Non-Competition.  In consideration of DPL entering into this Agreement and as an inducement for it to do so, and in consideration of the payments set forth above, you agree that during your service as a member of the Board, you will not, without DPL’s prior written consent, directly or indirectly, (i) participate or be interested in any business (a) which is engaged in Ohio, Indiana, Kentucky, Michigan and/or Pennsylvania in providing (as a public utility or otherwise) electric power or services on a retail and/or wholesale basis or in providing energy marketing, aggregation and/or procurement services, or (b) which is engaged in any other business that would be in direct competition with any business being conducted or proposed to be conducted by DPL or its subsidiaries (collectively, the “Company”); (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 Company that has purchased products or services from the Company at any time in the twelve (12) months preceding the date of such solicitation or that the Company is 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 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.

Confidentiality. 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 the performance of your duties on the Board. You will take all appropriate steps to safeguard such information and to protect it against unauthorized disclosure, misuse, loss or theft.

Expenses. You will be reimbursed for all reasonable business expenses incurred in the course of your service as a member of the Board in accordance with applicable policy. You shall be entitled to use any company-owned or leased aircraft for business travel to attend Board meetings and other meetings with employees, Board members, public officials, etc. that are necessary to carry out your duties.

Indemnification   The Company shall indemnify you against any and all losses, liabilities, damages, expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement incurred by you in connection with any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative), including any action by or in the right of either of the Company, by reason of any act or omission to act in connection with the performance of your duties on the Board to the full extent that the Company is permitted to indemnify a director against the foregoing under Ohio law, including, without limitation, Section 1701.13(E) of the Ohio Revised Code. The Company shall at all times cause you to be included, as a Board member, under all liability insurance coverage (or similar insurance coverage) maintained by the Company from time to time in respect of your service on the Board. Upon your written request and substantiation, the Company shall make prompt payment of the legal fees and expenses incurred in connection with an indemnifiable claim involving you (but not more frequently than once per calendar quarter); provided that if it is finally determined by a court that you are not entitled to indemnification under Ohio law with respect to a claim for which you legal fees and expenses were paid, then any legal fees and expenses paid by the Company shall be immediately repaid to the Company by you.

If you agree to the foregoing terms, please so indicate by executing this letter agreement below.

Sincerely,

/s/ James V. Mahoney

James V. Mahoney

President and Chief Executive Officer

Agreed and accepted this 20th day of June, 2006 by

/s/ Glenn E. Harder

Glenn E. Harder

APPENDIX A

Responsibilities of the Non-Executive Chairman of the Board

POSITION SUMMARY

Presides at all meetings of Board of Directors. Provides leadership to the Board in reviewing and deciding upon matters which exert major influence on the manner in which the corporation’s business is conducted. Acts in a general advisory capacity to the Chief Executive Officer in all matters concerning the interests and management of the corporation. Performs such duties as may be conferred by law or assigned by the Board of Directors.

POSITION RESPONSIBILITIES

Prepares agendas for and convenes and conducts regular and special meetings of the Board of Directors.

Guides the Board’s in the full discharge of its duties.

Advises and gives counsel to the CEO. Reviews strategic direction, major activities and plans with the CEO to ensure conformity with the Board’s views on corporate policy.

Possesses the same powers as the CEO to sign all certificates, contracts, and other instruments of the corporation, which may be authorized by the Board.

Exercises all powers and discharges all of the duties of the CEO in that individual’s absence.

Carry out special agreed upon assignments in collaboration with the CEO or Board of Directors.

Counsels collectively and individually with members of the Board, utilizing their capacities to the fullest extent necessary to secure optimum benefits for the corporation.

Presides at all meetings of stockholders. Shall be an ex officio (non-voting) member of all standing committees.

Identifies guidelines for conduct of the director, leads board’s effort to identify and recruit directors and assesses each director’s performance annually.

EX-99.1

Exhibit 99.1

CONTACT:           Media Line (937) 224-5940

GLENN E. HARDER ELECTED CHAIRMAN OF DPL BOARD

·Board member will serve as Non-Executive Chairman

·Biggs will step down as Executive Chairman, remain as Director

·CEO search continues on track

·Seamless transition seen

DAYTON, Ohio — June 20, 2006 — DPL Inc. (NYSE: DPL) announced today that the Board of Directors has elected Glenn E. Harder, 55, to serve as Non-Executive Chairman. Harder has been a DPL Director since 2004. The Board also announced that Robert D. Biggs, 63, will step down as Executive Chairman but will remain as a DPL Director. The changes are effective June 30, when Biggs’ current management contract with DPL expires.

A native of Louisiana, Harder has more than 30 years of business experience, principally in the energy industry. He has served as President of GEH Advisory Services, LLC, a firm specializing in strategic advisory services, since 2002. Previously, he served as Executive Vice President and Chief Financial Officer of Coventor, Inc., an international software company, and Executive Vice President and Chief Financial Officer of Carolina Power and Light (now Progress Energy). While with Carolina Power and Light, he was the recipient of the “CFO-of-the-Year” award from CFO magazine. Earlier, Harder held a variety of financial positions during 16 years with Entergy Corporation, a $10 billion, multi-state holding company.

“We are very pleased to have a person as well qualified as Glenn to assume the duties of Chairman of DPL’s Board of Directors,” said Biggs. “Glenn’s chairmanship of the DPL Board ensures continuity of leadership and consistency in strategic outlook. In addition, his broad energy industry experience and strong financial background will serve as a valuable resource to the Company and his fellow DPL Directors.”

Harder said, “I am proud and honored to be asked to serve as Chairman of such a well-respected Company. We have a dedicated, quality management team and employee base that strongly supports the ongoing success of the Company. We will continue our work to provide value to our shareholders, employees, customers and the communities we serve.”

Biggs said the search for a new chief executive officer is progressing smoothly and remains on track for an anticipated mid-summer leadership transition when outgoing Chief Executive Officer James Mahoney leaves the Company.

“As a fresh team, the new CEO and Glenn will have a unique opportunity to build upon the momentum and direction DPL has gained over the past two years,” he said.

Biggs has served as a DPL Director since 2004 and as Executive Chairman since May 2004. He was Managing Partner of PricewaterhouseCoopers, LLP in Indianapolis from 1992 to 1999.

“I appreciate the opportunity to have served DPL as its Chairman, and to have worked with such a fine group of dedicated professionals. During my tenure as Chairman of DPL, I am proud that our senior management team has achieved several pivotal performance enhancement milestones,” Biggs stated. “We sharpened our strategic focus, strengthened the Board of Directors and Corporate Governance, completed a five-year Rate Stabilization Plan with the Public Utilities Commission of Ohio, significantly reduced our debt, strengthened the Company’s balance sheet and sold our $1 billion private equity portfolio.”

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.

Certain statements contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Matters presented which relate to events or developments that are expected to occur in the future, including management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters constitute forward-looking statements. Forward-looking statements are based on management’s beliefs, assumptions and expectation of the Company’s future economic performance, taking into account the information currently available to management. These statements are not statements of historical fact. Such forward-looking statements are subject to risks and uncertainties and investors are cautioned that outcomes and results may vary materially from those projected due to many factors beyond DPL’s control. Forward-looking statements speak only as of the date of the document in which they are made.  We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based.

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