0001104659-11-021707 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • April 21st, 2011 • DPL Inc • Electric & other services combined • Ohio

This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of April 19, 2011, to the Rights Agreement dated as of September 25, 2001, by and between DPL Inc., an Ohio corporation (the “Company”), and Computershare Trust Company, N.A. f/k/a EquiServe Trust Company, N.A. (the “Rights Agent”), (the “Rights Agreement”). Capitalized terms used but not herein defined shall have the meanings assigned to them in the Rights Agreement.

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