Exhibit 10(o)

DPL INC.

SEVERANCE PAY AND CHANGE OF CONTROL PLAN

(AS AMENDED AND RESTATED THROUGH DECEMBER 31, 2007)

ARTICLE I  - INTRODUCTION

The Board of Directors of DPL Inc. (“DPL”) and the Board of Directors of The Dayton Power and Light Company (“DP&L”) (collectively, the “Company”) adopted the DPL Inc. Severance Pay and Change of Control Plan (the “Plan”), effective as of the Effective Date.  This amended and restated version of the Plan is effective December 31, 2007.

The Plan is designed to (a) provide severance protection to certain Employees of the Company who are expected to make substantial contributions to the success of the Company and thereby provide for stability and continuity of operations and (b) enable certain Employees to make career decisions without regard to the time pressure and financial uncertainty which may result from a proposed or threatened Change of Control (as defined herein) transaction, encourage such Employees to remain employees of the Company and its Subsidiaries notwithstanding the outcome of any such proposed transaction, and to assure fair treatment of such Employees in the event of a Change of Control of the Company.

ARTICLE II  - ESTABLISHMENT OF THE PLAN

Section 2.1.           Applicability of Plan .  The benefits provided by this Plan shall be available to all Employees who, at or after the Effective Date, meet the eligibility requirements of Article IV hereof.

Section 2.2.           Contractual Right to Benefits .  Subject to the provisions of Article IX hereof, this Plan establishes and vests in each Participant a contractual right to the benefits to which he or she is entitled hereunder, enforceable by the Participant against the Company on the terms and subject to the conditions hereof.

ARTICLE III  - DEFINITIONS AND CONSTRUCTION

Section 3.1.           “ Affiliate ” means, with respect to any person, any entity, directly or indirectly, controlled by, controlling or under common control with such person.

Section 3.2.           “ Annual Incentive Plan ” means the EICP or the DPL Inc. Management Incentive Plan, as applicable to the Participant on his Termination Date.

Section 3.3.           “ Base Pay ” of a Participant means the Participant’s annual base salary rate as in effect on the Termination Date from the Participant’s Employer; provided, however , that any reductions in Base Pay following the date of a Change of Control will not be taken into account when determining Base Pay hereunder; and

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further provided, any reduction in Base Pay that occurs prior to a Change of Control but which the Participant reasonably demonstrates (i) was at the request of a third party who effectuates a Change of Control or (ii) otherwise occurred in connection with or in anticipation of a Change of Control which has been threatened or proposed and which actually occurs, shall not be taken into account when determining Base Pay hereunder, it being agreed that any such reduction taken following shareholder approval of a transaction which if consummated would constitute a Change of Control, shall be deemed to be in anticipation of a Change of Control provided such transaction is actually consummated.

Section 3.4.           “ Board ” means the Board of Directors of DPL Inc.

Section 3.5.           “ Cause ” means:

(a)           any willful or negligent material violation of any applicable securities laws (including the Sarbanes-Oxley Act of 2002);

(b)           any act of fraud, intentional misrepresentation, embezzlement, misappropriation or conversion of any asset or business opportunity of the Company;

(c)           a conviction of, or entering into a plea of nolo contendere to, a felony;

(d)           an intentional, repeated or continuing violation of any of the Company’s policies or procedures that occurs or continues after the Company has given notice to the Participant that he or she has materially violated a Company policy or procedure; or

(e)           any breach of a written covenant or agreement with the Company, including the terms of this Plan (other than a failure to perform Participant’s duties with the Company resulting from the Participant’s incapacity due to physical or mental illness or from the assignment to the Participant of duties that would constitute Good Reason), which is material and which is not cured within 30 days after written notice thereof from the Company to the Participant

For purposes of this Plan, the Participant shall not be deemed to have been terminated for Cause under clauses (a), (b), (c), (d) or (e) hereunder unless the Participant receives a Notice of Termination setting forth the grounds for the termination at least 15 calendar days prior to the specified Termination Date.

Section 3.6.           “Change of Control” means the consummation of any Change of 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:

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(a)           any “Person” (as such term is defined in Sections 13(d) or 14(d)(2) of the Exchange Act; hereafter, a “Person”) is on the date hereof or becomes the beneficial owner, directly or indirectly, of securities of DPL or DP&L representing (i) 25% or more of the combined voting power of the then outstanding Voting Stock of DPL or DP&L if the acquisition of such beneficial ownership is not approved by the Board of Directors of DPL prior to the acquisition or (ii) 50% or more of such combined voting power in all other cases; provided, however, that:

(i)            for purposes of this Section 3.6(a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition of Voting Stock of DPL or DP&L directly from DPL or DP&L that is approved by a majority of those persons serving as directors of the Company or DP&L on the date of this Plan (the “Original Directors”) or their Successors (as defined below), (B) any acquisition of Voting Stock of DPL or DP&L by DPL or any Subsidiary, and (C) any acquisition of Voting Stock of DPL or DP&L by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by DPL or any Subsidiary (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);

(ii)           if any Person is or becomes the beneficial owner of 25% or more of the combined voting power of the then-outstanding Voting Stock of DPL or DP&L as a result of a transaction described in clause (A) of Section 3.6(a)(i) above and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of DPL or DP&L representing 1% or more of the then-outstanding Voting Stock of DPL or DP&L, other than in an acquisition directly from DPL or DP&L that is approved by a majority of the Original Directors or their Successors or other than as a result of a stock dividend, stock split or similar transaction effected by DPL or DP&L in which all holders of Voting Stock of DPL or DP&L are treated equally, such subsequent acquisition shall be treated as a Change in Control;

(iii)          a Change in Control will not be deemed to have occurred if a Person is or becomes the beneficial owner of 25% or more of the Voting Stock of DPL or DP&L as a result of a reduction in the number of shares of Voting Stock of DPL or DP&L outstanding pursuant to a transaction or series of transactions that is approved by a majority of the Original Directors or their Successors unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of DPL or DP&L representing 1% or more of the then-outstanding Voting Stock of DPL or DP&L, other than as a result of a stock dividend, stock split or similar transaction effected by DPL or DP&L in which all holders of Voting Stock are treated equally; and

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(iv)          if at least a majority of the Original Directors or their Successors determine in good faith that a Person has acquired beneficial ownership of 25% or more of the Voting Stock of DPL or DP&L inadvertently, and such Person divests as promptly as practicable but no later than the date, if any, set by the Original Directors or their Successors a sufficient number of shares so that such Person beneficially owns less than 25% of the Voting Stock of DPL or DP&L, then no Change of Control shall have occurred as a result of such Person’s acquisition; or

(b)           DPL or DP&L consummates a merger or consolidation, or consummates 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 the Effective Date) 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 DP&L into DPL or of DPL into DP&L; or

(c)           DPL or DP&L consummates a sale, lease, exchange or other transfer or disposition 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 the Company; but not including (i) a mortgage or pledge of assets granted in connection with a financing or (ii) 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; or

(d)           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; or

(e)           approval by the shareholders of DPL or DP&L of a complete liquidation or dissolution of DPL or DP&L, as the case may be.

Section 3.7.           “ Code ” means the Internal Revenue Code of 1986, as amended.

Section 3.8.           “ Company ” means DPL Inc., an Ohio corporation, any successor thereto as provided in Article VIII hereof, and The Dayton Power and Light Company.

Section 3.9.           “ Disability ” means a Participant’s inability to perform the duties required of the Participant in his or her position with the Company 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.

Section 3.10.        “ Effective Date ” means January 1, 2006.

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Section 3.11.        “ EICP ” means the DPL Inc. Executive Incentive Compensation Plan, as it may be amended from time to time.

Section 3.12.        “ Employee ” means a full-time salaried employee of an Employer.

Section 3.13.        “ ERISA ” means Employee Retirement Income Security Act of 1974, as amended from time to time.

Section 3.14.        “ Employer ” means the Company, any Subsidiary or any Affiliate which employs a Participant or any person or entity that has adopted this Plan pursuant to Article VIII hereof.

Section 3.15.        “ Good Reason ” means, following a Change of Control:

(a)           a demotion or a material reduction in the Participant’s position, duties, responsibilities, and status with the Company in effect immediately prior to a Change of Control;

(b)           a material reduction by the Company of a Participant’s base salary; or

(c)           the relocation of the Company’s principal executive offices more than 50 miles from their current location, if at the time of a Change of Control the Participant is based at the Company’s principal executive offices, or the requirement of the Participant to be based at a location more than 50 miles from the Participant’s location as of the Change of Control;

provided , however , that any event or condition described in clauses (a) through (c) that occurs prior to a Change of Control but which the Participant reasonably demonstrates (i) was at the request of a third party who effectuates a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control which has been threatened or proposed and which actually occurs, shall constitute Good Reason for purposes of this Plan notwithstanding that it occurred prior to a Change of Control, it being agreed that any such action taken following shareholder approval of a transaction which if consummated would constitute a Change of Control, shall be deemed to be in anticipation of a Change of Control provided such transaction is actually consummated.

Before a termination by a Participant will constitute termination for Good Reason, the Participant must give the Company a Notice of Termination within 30 calendar days following the occurrence of the event that constitutes Good Reason.  Failure to provide such Notice of Termination within such 30-day period shall be conclusive proof that the Participant shall not have Good Reason to terminate employment.

Good Reason shall exist only if (i) the Employer fails to remedy the event or events constituting Good Reason within 30 calendar days after receipt of the Notice of Termination from the Participant and (ii) the Participant terminates his

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or her employment within 90 days of the Participant receiving notice of the existence of any event or condition described in clauses (a) through (c) above.  If the Participant determines that Good Reason for termination exists and timely files a Notice of Termination, such determination shall be presumed to be true and the Company will have the burden of proving that Good Reason does not exist.

Section 3.16.        “ Key Employee ” means a key employee as defined in Section 416(i) of the Code (without regard to paragraph (5) thereof) of an Employer.

Section 3.17.        “ Notice of Termination ” means (i) a written notice of termination by the Company to the Participant provided to the Participant no less than 15 calendar days prior to the specified Termination Date or (ii) a written notice of termination for Good Reason by the Participant to the Company provided to the Company in accordance with the terms set forth in Section 3.15 hereof, in either case, setting forth in reasonable detail the specific reason for termination and the facts and circumstances claimed to provide a basis for termination of employment under the provision indicated and the specified Termination Date.

Section 3.18.        “ Participant ” means an Employee who meets the eligibility requirements of Article IV hereof, other than an Employee who, after becoming a Participant, has entered into an employment, severance or other similar agreement with the Company (other than a stock option, restricted stock, supplemental retirement, deferred compensation or similar plan or agreement or other form of participation document entered into pursuant to an Employer-sponsored plan which may contain provisions operative on a termination of the Participant’s employment or may incidentally refer to accelerated vesting or accelerated payment upon a Change of Control (as defined in such separate plan or document)).

Section 3.19.        “ Participation Agreement ” means an agreement between the Company and each Employee that must be executed as a condition of the Participant’s eligibility for this Plan.

Section 3.20.        “ Plan ” means this Severance Pay and Change of Control Plan.

Section 3.21.        “ Plan Administrator ” means the Compensation Committee of the Board.

Section 3.22.        “ Protection Period ” means (i) for all Participants, excluding the individual who is the Chief Executive Officer of the Company (the “CEO”) at the time of a Change of Control, the period of time commencing on the date of the first occurrence of a Change of Control and continuing until the first anniversary of the first occurrence of the Change of Control and (ii) for the CEO of the Company, the period of time commencing on the date of the first occurrence of a Change of Control and continuing until the second anniversary of the first occurrence of the Change of Control.

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Section 3.23.        “ Separation from Service ” has the meaning ascribed to such phrase in the 409A Guidance.

Section 3.24.        “ Severance Payment” or “Severance Payments ” means the payment or payments of severance compensation described in Article V hereof.

Section 3.25.        “ Severance Period ” means (i) for the CEO, the period of time commencing on the Termination Date and continuing until the third anniversary of the Termination Date, (ii) for all officers, other than the CEO, the period of time commencing on the Termination Date and continuing until the second anniversary of the Termination Date, and (iii) for all other Participants, the period of time commencing on the Termination Date and continuing until the first anniversary of the Termination Date.

Section 3.26.        “ Subsidiary ” means a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest.

Section 3.27.        “ Termination Date ” means the date of the Participant’s Separation from Service.

Section 3.28.        “ Voting Stock ” means securities entitled to vote generally in the election of directors.

Section 3.29.        “ 409A Guidance ” means Section 409A of the Code, including regulations or any other formal guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto.

ARTICLE IV  - ELIGIBILITY

Section 4.1.           Participation .  Each person who is an Employee, who is designated by the Compensation Committee to be a Participant in this Plan, and who has executed a Participation Agreement shall be a Participant commencing on the date such Participant executes a Participation Agreement.

Section 4.2.           Duration of Participation .  A Participant shall cease to be a Participant and shall have no rights hereunder, without further action, when (a) he or she ceases to be an Employee, unless such Participant is then entitled to payment of a Severance Payment as provided in Article V hereof or (b) prior to a Change of Control, the Compensation Committee designates a Participant to be ineligible to continue to participate in this Plan as a result of a change in the Participant’s job title or duties.  A Participant entitled to a Severance Payment shall remain a Participant in this Plan until the full amount of the Severance Payment has been paid to the Participant.

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ARTICLE V  - SEVERANCE PAYMENTS

Section 5.1.           Right to Severance Payment - Termination Prior to a Change of Control .

(a)           Subject to Section 5.3, a Participant shall be entitled to receive from the Company Severance Payments in the amount provided in Section 5.1(b), payable as described in Section 5.1(c), upon the termination by an Employer of the Participant’s employment without Cause and for reasons other than death or Disability, if the Participant is not entitled to Severance Payments under Section 5.2 as a result of such termination.

(b)           The amount of Severance Payments under this Section 5.1(b) shall equal the sum of (i) the Participant’s Base Pay and (ii) the amount of the Participant’s target award under the Annual Incentive Plan for the year in which the Termination Date occurs.  In addition, such Participant will be entitled to receive as Severance Payments (1) continued participation, at the Company’s cost, in the Company’s medical plan until the earlier of (A) the Participant’s eligibility for any such coverage under another employer’s or any other medical plan or (B) twelve months following the termination of the Participant’s employment; provided , however , that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”) and provided , further , that such coverage shall be provided only to the extent that such coverage would not be considered “a deferral of compensation” subject to the requirements of Section 409A of the Code, and (2) receipt of outplacement services at the Company’s cost for a period of six months following the Participant’s Termination Date.

(c)           Subject to the following sentence, the cash Severance Payments to which a Participant is entitled under this Section 5.1 shall be paid to the Participant by the Company in equal installments over the twelve month period described in this Section 5.1(c) according to the Company’s then current payroll policies.  The amount of each installment shall be equal to the total amount of the Severance Payments divided by the number of payroll dates in the twelve-month period described in this Section 5.1(c).  The period during which Severance Payments pursuant to this Section 5.1 will be paid is the twelve-month period beginning on the date 60 calendar days after the Participant’s Separation from Service and ending twelve months later.  The first installment of the Severance Payments to which a Participant is entitled under this Section 5.1 shall be paid with the first normal pay period that occurs on or after 60 calendar days after the Participant’s Separation from Service.  Notwithstanding the foregoing, if the Participant is a Key Employee, then, if the Severance Payments are considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code), no Severance Payments shall be made during the six month period following the Participant’s Separation from Service, and the first six months of Severance Payments to which a Participant is entitled under this Section 5.1

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shall be paid to the Participant by the Company in cash and in full on the first day of the seventh month after the Participant’s Separation from Service.  If a Participant entitled to Severance Payments under this Section 5.1 should die before all amounts payable to him or her have been paid, such unpaid amounts shall be paid as soon as practicable following the Participant�