EXCHANGE AGENT AGREEMENT

EXCHANGE AGENT AGREEMENT

THIS EXCHANGE AGENT AGREEMENT (this “Agreement”) is made and entered into as of ______, 2006 by and between DPL Inc., an Ohio corporation, (the “Issuer”) and J.P. Morgan Trust Company, National Association, a national banking association incorporated and existing under the laws of the United States of America, and its successors as exchange agent (the “Exchange Agent”).

RECITALS

The Issuer proposes to make an offer to exchange, upon the terms and subject to the conditions set forth in the Issuer's prospectus, dated ________, 2006 (the “Prospectus”), and the accompanying letter of transmittal (the “Letter of Transmittal”) attached hereto as Exhibit A (which together with the Prospectus constitutes the “Exchange Offer”), its unregistered 8% Senior Notes due 2009 (the “Restricted Securities”) for an equal principal amount of its registered 8% Senior Notes due 2009 (the “Exchange Securities” and, together with the Restricted Securities, the “Securities.”)

The Exchange Offer will commence as soon as practicable after the Issuer’s Registration Statement on Form S-4 relating to the Exchange Offer is declared effective under the Securities Act of 1933, as communicated in writing to Exchange Agent by the Issuer (the “Effective Time”) and shall terminate at 9:00 a.m., New York City time, on ______, 2006 (the “Expiration Date”), unless the Exchange Offer is extended by the Issuer and the Issuer notifies Exchange Agent of such extension by 5:00 p.m., New York City time, on the previous Expiration Date, in which case, the term “Expiration Date” shall mean the latest date and time to which the Exchange Offer is extended. In connection therewith, the undersigned parties hereby agree as follows:

1. Appointment and Duties as Exchange Agent. Issuer hereby authorizes J.P. Morgan Trust Company, National Association, to act as Exchange Agent in connection with the Exchange Offer, and J.P. Morgan Trust Company, National Association, hereby agrees to act as Exchange Agent and to perform the services outlined herein in connection with the Exchange Offer on the terms and conditions contained herein.

    2. Mailing to Holders of the Restricted Securities. A. As soon as practicable after its receipt of communication from the Issuer as to the Effective Time, Exchange Agent will mail to each Holder (as defined in the Indenture of the Issuer, dated as of March 1, 2000, between the Issuer and J.P. Morgan Trust Company, National Association), and to each DTC participant identified by DTC as a holder of any Restricted Securities (i) a Letter of Transmittal with instructions (including instructions for completing a substitute Form W-9), substantially in the form attached hereto as Exhibit A (the “Letter of Transmittal”), (ii) a Prospectus, (iii) a Notice of Guaranteed Delivery substantially in the form attached hereto as Exhibit B (the “Notice of Guaranteed Delivery”), (iv) a Letter to Registered Holders and The Depository Trust Company Participants, (v) a Letter to Clients, and (vi) Instructions to Registered Holder and/or Book-Entry

Transfer Participant from Owner (together, the documents described in (i) - (vi) referred to as the “Exchange Package”), all in accordance with the procedures described in the Prospectus.

B. Issuer shall supply Exchange Agent with sufficient copies of the Exchange Package to enable Exchange Agent to perform its duties hereunder. Issuer shall also furnish or cause to be furnished to Exchange Agent a list of the holders of the Restricted Securities (including a beneficial holder list from The Depository Trust Company (“DTC”), certificated Restricted Securities numbers and amounts, mailing addresses, and social security numbers), unless waived by Exchange Agent.

3. ATOP Registration. Within two business days following the commencement of the Exchange Offer, Exchange Agent shall establish an account with DTC in its name to facilitate book-entry tenders of Restricted Securities through DTC’s Automated Tender Offer Program (herein “ATOP”) for the Exchange Offer.

4. Receipt of Letters of Transmittal and Related Items. From and after the Effective Time, Exchange Agent is hereby authorized and directed to accept (i) Letters of Transmittal, duly executed in accordance with the instructions thereto (or a manually signed facsimile thereof), and any requisite collateral documents from Holders of the Restricted Securities and (ii) surrendered Restricted Securities to which such Letters of Transmittal relate. Exchange Agent is authorized to request from any person tendering Restricted Securities such additional documents as Exchange Agent or the Issuer deems appropriate. Exchange Agent is hereby authorized and directed to process withdrawals of tenders to the extent withdrawal thereof is authorized by the Exchange Offer.

5. Defective or Deficient Restricted Securities and Instruments. A. As soon as practicable after receipt, Exchange Agent will examine instructions transmitted by DTC (“DTC Transmissions”), Restricted Securities, Letters of Transmittal and other documents received by Exchange Agent in connection with tenders of Restricted Securities to ascertain whether (i) the Letters of Transmittal are completed and executed in accordance with the instructions set forth therein (or that the DTC Transmissions contain the proper information required to be set forth therein), (ii) the Restricted Securities have otherwise been properly tendered in accordance with the Prospectus and the Letters of Transmittal (or that book-entry confirmations are in due and proper form and contain the information required to be set forth therein) and (iii) if applicable, the other documents (including the Notice of Guaranteed Delivery) are properly completed and executed.

    B. If any Letter of Transmittal or other document has been improperly completed or executed (or any DTC Transmissions are not in due and proper form or omit required information) or the Restricted Securities accompanying such Letter of Transmittal are not in proper form for transfer or have been improperly tendered (or the book-entry confirmations are not in due and proper form or omit required information) or if some other irregularity in connection with any tender of any Restricted Securities exists, Exchange Agent shall promptly report such information to the Holder. If such condition is not promptly remedied by the Holder, Exchange Agent shall report such condition to the Issuer and await its direction. All questions as to the validity, form, eligibility (including timeliness of receipt), acceptance and withdrawal of

C. The Issuer reserves the absolute right (i) to reject any or all tenders of any particular Restricted Securities determined by the Issuer not to be in proper form or the acceptance or exchange of which may, in the opinion of Issuer’s counsel, be unlawful and (ii) to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any particular Restricted Securities, and the Issuer's interpretation of the terms and conditions of the Exchange Offer (including the Letter of Transmittal and Notice of Guaranteed Delivery and the instructions set forth therein) will be final and binding.

6. Requirements of Tenders. A. Tenders of Restricted Securities shall be made only as set forth in the Letter of Transmittal, and shall be considered properly tendered only when tendered in accordance therewith. Notwithstanding the provisions of this paragraph, any Restricted Securities that the Issuer’s President, Vice President, Treasurer, Secretary, or any other person designated by the Issuer’s President shall approve as having been properly tendered shall be considered to be properly tendered.

B. Exchange Agent shall (a) ensure that each Letter of Transmittal and the related Restricted Securities or a bond power are duly executed (with signatures guaranteed where required) by the appropriate parties in accordance with the terms of the Exchange Offer; (b) in those instances where the person executing the Letter of Transmittal (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity, ensure that proper evidence of his or her authority so to act is submitted; and (c) in those instances where the Restricted Securities are tendered by persons other than the registered holder of such Restricted Securities, ensure that customary transfer requirements, including any applicable transfer taxes, and the requirements imposed by the transfer restrictions on the Restricted Securities (including any applicable requirements for certifications, legal opinions or other information) are fulfilled.

7. Exchange of the Restricted Securities. A. Promptly after the Effective Time, the Issuer will deliver the Exchange Securities to the Exchange Agent. Upon surrender of the Restricted Securities properly tendered in accordance with the Exchange Offer, Exchange Agent is hereby directed to deliver or cause to be delivered Exchange Securities to the Holders of such surrendered Restricted Securities. The principal amount of the Exchange Securities to be delivered to a Holder shall equal the principal amount of the Restricted Securities surrendered.

B. The Exchange Securities issued in exchange for certificated Restricted Securities shall be mailed by Exchange Agent, in accordance with the instructions contained in the Letter of Transmittal, by first class or registered mail, and under coverage of Exchange Agent’s blanket surety bond for first class or registered mail losses protecting the Issuer from loss or liability arising out of the non-receipt or non-delivery of such Exchange Securities or the replacement thereof.

C. Notwithstanding any other provision of this Agreement, issuance of the Exchange Securities for accepted Restricted Securities pursuant to the Exchange Offer shall be made only after deposit with Exchange Agent of the Restricted Securities, the Letter of Transmittal and any other required documents.

8. Securities Held in Trust. The Exchange Securities and any cash or other property (the “Property”) deposited with or received by Exchange Agent (in such capacity) from the Issuer shall be held in a segregated account, solely for the benefit of Issuer and Holders tendering Restricted Securities, as their interests may appear, and the Property shall not be commingled with securities, money, assets or property of Exchange Agent or any other party. Exchange Agent hereby waives any and all rights of lien, if any, against the Property, except to the extent set forth in the Indenture with respect to the Exchange Securities.

9. Reports to Issuer. A. Exchange Agent shall notify, by facsimile or electronic communication, the Issuer of the principal amount of the Restricted Securities which have been duly tendered since the previous report and the aggregate amount tendered since the Effective Date on a daily basis (and more frequently during the week immediately preceding the Expiration Date if requested). Such notice shall be delivered in substantially the form set forth as Exhibit C.

B. Exchange Agent will also inform, and cooperate in making available to, the Issuer or any such other person or persons upon oral request made from time to time prior to the Expiration Date, such other information as the Issuer may reasonably request. Such cooperation shall include, without limitation, the granting by Exchange Agent to the Issuer and such person as the Issuer may request of access to those persons on Exchange Agent’s staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Issuer shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer.

    10. Record Keeping. Each Letter of Transmittal, Restricted Security and any other documents received by Exchange Agent in connection with the Exchange Offer shall be stamped by Exchange Agent to show the date of receipt (or if Restricted Securities are tendered by book-entry delivery, such form of record keeping of receipt as is customary for tenders through ATOP) and, if defective, the date and time the last defect was cured or waived by the Issuer. Exchange Agent shall cancel certificated Restricted Securities. Exchange Agent shall retain all Restricted Securities and Letters of Transmittal and other related documents or correspondence received by Exchange Agent until the Expiration Date. Exchange Agent shall return all such material to Issuer as soon as practicable after the Expiration Date. If Exchange Agent receives a