Exhibit 10.3

DPL INC.

PENSION RESTORATION PLAN

EFFECTIVE JANUARY 1, 2006

WHEREAS, The Dayton Power and Light Company, the wholly owned subsidiary of DPL Inc. (the “Company”), has established the Retirement Income Plan of the Dayton Power and Light Company (the “Retirement Plan”);

WHEREAS, the accrued benefit under the Retirement Plan is determined on the basis of base compensation other than base compensation an employee elects to defer under the Deferred Compensation Plan (as hereinafter defined); and

WHEREAS, the Company desires to adopt this Pension Restoration Plan to restore in part the benefits which are lost as a result of an election to defer base salary under the Deferred Compensation Plan;

NOW, THEREFORE, the Company hereby adopts this Plan to provide such benefits.

ARTICLE I - PREFACE

Section  1.1           Effective Date.  The effective date of this Plan is January 1, 2006.

Section  1.2           Purpose of the Plan.  The purpose of this Plan is to restore in part pension benefits lost by certain management and highly compensated employees of the Company under the Retirement Plan as a result of such employees’ election to defer base salary under the Company’s Deferred Compensation Plan.

Section  1.3           Governing Law.  This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

Section  1.4           Section 409A of the Code.  It is intended that the Plan (including all amendments thereto) comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any retirement benefit accrued hereunder in a taxable year that is prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants.  It is intended that the Plan shall be administered in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (collectively, the “409A Guidance”).  Any plan provisions that would cause the Plan to fail to satisfy Section 409A of the Code shall have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by the 409A Guidance).

Section  1.5           Severability.  If any provision of this Plan or the application thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent

jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.

ARTICLE II - DEFINITIONS

Words and phrases used herein with initial capital letters which are defined in the Retirement Plan are used herein as so defined, unless otherwise specifically defined herein or the context clearly indicates otherwise.  The following words and phrases when used in this Plan with initial capital letters shall have the following respective meanings, unless the context clearly indicates otherwise:

Section  2.1           “Code” means the Internal Revenue Code of 1986, as it has been and may be amended from time to time.

Section  2.2           “Compensation Committee” means the Compensation Committee of the Board of Directors of the Company.

Section  2.3           “Controlled Group” means the Company and any and all other corporations, trades and/or businesses, the employees of which, together with employees of the Company, are treated under Section 414 of the Code as if they were employed by a single employer.  Each corporation or unincorporated trade or business that is or was a member of the Controlled Group shall be referred to herein as a “Controlled Group Member”, but only during such period as it is or was such a member.

Section  2.4           “Deferred Compensation Plan” means, for the period after September 19, 2006, the DPL Inc. 2006 Deferred Compensation Plan for Executives, as it may be amended from time to time, and for prior periods, The Dayton Power and Light Company Key Employee Deferred Compensation Plan, as it may be amended from time to time.

Section  2.5           “Key Employee” means a key employee as defined in Section 409A of the Code and Section 416(i) of the Code (without regard to paragraph (5) thereof) of the Company (or a Controlled Group Member).

Section  2.6           “Participant” means each employee of the Company (a) who is either a highly compensated or a management employee, (b) who is a participant in the Retirement Plan, and (c) whose benefit under the Retirement Plan is affected by the fact that he or she elected to defer base salary under the Deferred Compensation Plan.

Section  2.7           “Plan” means the DPL Inc. Pension Restoration Plan, as stated herein and as it may be amended from time to time.

Section  2.8           “Plan Administrator” means the Compensation Committee.

Section  2.9           “Retirement Plan” means the Retirement Income Plan of The Dayton Power and Light Company, as it may be amended from time to time, including the Schedules thereto.

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Section  2.10        “Separation from Service” has the meaning ascribed to it in the 409A Guidance.

Section  2.11        “Supplemental Retirement Benefit” means the retirement benefit determined under Article III.

Section  2.12        “Vesting Years” has the meaning ascribed to such phrase in the Retirement Income Plan of The Dayton Power and Light Company.

ARTICLE III - SUPPLEMENTAL RETIREMENT BENEFIT

Section  3.1           Amount of Supplemental Retirement Benefit.

(a)           Amount.  A Participant who is vested under the Plan shall be eligible to receive a Supplemental Retirement Benefit.  The Supplemental Retirement Benefit shall be a monthly retirement benefit equal to the difference between (i) the amount of the Accrued Retirement Pension that the Participant would have accrued under the Retirement Plan if the Participant had not elected to defer the receipt of base salary under the Deferred Compensation Plan and (ii) the sum of (x) the amount of the Participant’s Accrued Retirement Pension under the Retirement Plan and (y) the value of any benefit previously received under this Plan; each as of the date the Participant’s Supplemental Retirement Benefit is determined; provided, however, that if the Participant commences receiving the Supplemental Retirement Benefit prior to attaining age 62, the Participant’s Supplemental Retirement Benefit shall be reduced by ¼ of 1% for each calendar month by which his or her first Supplemental Retirement Benefit payment precedes the first of the month next following his or her 62nd birthday; provided further, that such reduction shall in no event exceed 21% in the aggregate.

(b)           Effect of QDRO.  In the event that any portion of a Participant’s benefit under the Retirement Plan is allocated to an alternate payee pursuant to the terms of a qualified domestic relations order, the Participant’s Supplemental Retirement Benefit hereunder shall be calculated without taking into account such allocation.  In no event may an alternate payee receive a distribution or an allocation of any portion of a Supplemental Retirement Benefit hereunder.

(c)           Withholding/Taxes.  The Company may withhold from the  Supplemental Retirement Benefit all foreign, federal, provincial, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling.