Exhibit 10(e)








                            DPL INC.
                   DEFERRED COMPENSATION PLAN
                       DESCRIPTION OF PLAN



DPL Inc. has established a Deferred Compensation Plan for 
non-employee Directors in which payment of directors' fees may 
be deferred.  This plan includes a matching deferred income 
program which provides that DPL Inc. will match $5,000 annually 
of deferred directors' fees for a maximum of ten years.  Under 
the program, a $150,000 death benefit is provided until such 
director ceases to make an annual deferral contribution to the 
plan.  Participants in the program are entitled to receive 
deferred payments of at least $10,000 for ten years.  In 
December 1986, the plan was amended to provide that in the event 
of a change in control of DPL Inc., as defined in the plan, all 
benefits provided under the supplementary deferral income 
program become immediately vested without the need for further 
contributions by the participants and the discretion which, 
under the plan, is exercisable to the Chief Executive Officer 
will be exercised by the trustees of a Master Trust.  Subject to 
the consent of the Chief Executive Officer of DPL Inc., 
participants may receive accelerated payouts from their standard 
deferral amount at anytime.  If the consent of the Chief 
Executive Officer of DPL Inc. is obtained, individuals who have 
attained the age of 55 and who are no longer directors of DPL 
Inc. may begin receiving payments of amounts credited to them 
under the supplementary deferral income program of at least 
$10,000.00 for ten years.  The Plan was amended effective 
January 1, 1993 to provide that directors shall receive all of 
their benefits under the plan in a lump sum upon the termination 
of the director's status as a director after a change in control 
of DPL Inc.