Amendment to Securityholders Agreement

Exhibit 4(j)

Amendment to Securityholders Agreement

August 24, 2001

Reference is made to the Securityholders and Registration Rights Agreement dated as of March 13, 2000, by and among DPL Inc. (the “ Company ”), DPL Capital Trust I, Dayton Ventures LLC (the “ Equity Purchaser ”) and Dayton Ventures, Inc. (the “ Trust Preferred Purchaser ”) (the “ Securityholders Agreement ”) and to the Purchase Agreement, dated as of August 23, 2001, between the Company and the Trust Preferred Purchaser (the “ Purchase Agreement ”).

The undersigned hereby consent and agree that, effective upon the consummation of the Closing (as defined in the Purchase Agreement) under the Purchase Agreement, (a) Section 2.4 (a) of the Securityholders Agreement shall be amended to delete therefrom subparagraphs (v), (vi) and (vii) and which subparagraphs shall be of no further force or effect from a