SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

DPL Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
(5) Total fee paid:

------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------
(3) Filing Party:

------------------------------------------------------------------------
(4) Date Filed:

------------------------------------------------------------------------

DPL INC.
COURTHOUSE PLAZA S.W.
DAYTON, OHIO 45402

-------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 11, 2001
-----------------

TO SHAREHOLDERS OF
DPL INC.:

The Annual Meeting of Shareholders of DPL Inc. will be held at Edison
Community College, 1973 Edison Drive, Piqua, Ohio on Wednesday, April 11, 2001,
at 10:00 a.m. Serving Miami, Darke and Shelby counties in West Central Ohio,
Edison Community College offers high quality, two-year degree programs to over
3,000 students. Edison maintains a university-transfer program for virtually
every bachelor's degree major.

The business of the meeting will be:

1. To elect four directors of DPL Inc., each of whom shall serve for a term
of three years.

2. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Holders of common shares of record at the close of business on February 13,
2001 are entitled to vote at the meeting.

If you are a holder of common shares and will not be present personally,
please mark, sign, date and return the enclosed proxy in the enclosed
self-addressed envelope as promptly as possible so that the presence of a quorum
may be assured and unnecessary expense avoided. Giving the proxy will not affect
your right to vote in person if you attend the meeting.

Your vote is important to us and we thank you for your prompt response and
continued interest in DPL Inc.

Sincerely,

/s/ STEPHEN F. KOZIAR, JR.

STEPHEN F. KOZIAR, JR.

GROUP VICE PRESIDENT AND SECRETARY

Dayton, Ohio
March 5, 2001

DPL INC.
COURTHOUSE PLAZA S.W., DAYTON, OHIO 45402

-------------------

PROXY STATEMENT
-------------------

This Proxy Statement is furnished to you and other shareholders of DPL Inc.
in connection with the solicitation of proxies by its Board of Directors to be
used at the Annual Meeting of Shareholders to be held at Edison Community
College, 1973 Edison Drive, Piqua, Ohio on April 11, 2001 at 10:00 a.m. and any
adjournments thereof. At the close of business on February 13, 2001, the record
date for the Annual Meeting, DPL Inc. had outstanding 127,774,404 common shares
and 6,600,000 Series B voting preferred shares. Only holders of common shares
and Series B voting preferred shares on such record date are entitled to vote at
the Annual Meeting, and each such shareholder is entitled to one vote per share.

All common shares represented by properly executed proxies received by the
Board of Directors pursuant to this solicitation will be voted in accordance
with the shareholder's directions specified on the proxy. If no directions have
been specified by marking the appropriate squares on the accompanying proxy
card, the shares will be voted "FOR" the proposals as listed. A shareholder
signing and returning the accompanying proxy has the power to revoke it at any
time prior to its exercise.

All expenses in connection with this solicitation of proxies will be paid by
DPL Inc. Proxies will be solicited principally by mail but directors, officers,
and certain other individuals specified by DPL Inc. may personally solicit
proxies. In addition, DPL Inc. has retained Georgeson Shareholder Communications
Inc., a proxy solicitation firm, to assist in the solicitation of proxies. DPL
Inc. will reimburse custodians, nominees or other persons for their
out-of-pocket expenses in sending proxy material to beneficial owners and will
pay Georgeson Shareholder Communications Inc. a fee of approximately $12,000,
plus out-of-pocket expenses.

This Proxy Statement together with the accompanying proxy card were first
mailed to common shareholders on or about March 5, 2001.

BUSINESS OF THE MEETING

1. ELECTION OF DIRECTORS

The Regulations of DPL Inc. provide for the classification of Directors into
three classes, with each class being of approximately equal size and in no event
shall any class contain fewer than three directors nor more than four directors.
The term of each directorship is three years and the terms of the three classes
are staggered in a manner so that only one class is elected by the shareholders
annually. The Board is presently authorized to consist of eleven directors.
These directors are also directors of DP&L. Four directors are to be elected
this year to serve until the Annual Meeting of Shareholders in 2004 or until
their successors are duly elected and qualified.

Unless specifically instructed to the contrary, the Proxy Committee named in
the enclosed form of proxy will vote all duly executed proxies "FOR" the
election of the nominees named below. Should any nominee become unable to accept
nomination or election, the Proxy Committee will vote for the election of such
other person as a director as the present directors may recommend in the place
of such nominee. The following information regarding the nominees and the other
directors continuing in office is based on information furnished by them:

NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2004

COMMON SHARES
BENEFICIALLY OWNED
AT FEBRUARY 13,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 2001(1)

- ---------------------------------------------------------------------------------------------------

THOMAS J. DANIS, Age 51, Director since 1989 134,916
[PHOTO] Chairman and Chief Executive Officer, The Danis
Companies, Dayton, Ohio, construction, real estate
and environmental services.
Trustee: Miami Valley Research Park Foundation.

ALLEN M. HILL, Age 55, Director since 1989. 505,223(2)
[PHOTO] President and Chief Executive Officer, DPL Inc.
and The Dayton Power and Light Company.
Director: Fifth Third BanKcorp, Premier Health
Partners.
Trustee: Dayton Business Committee, The University
of Dayton, Air Force Museum Foundation, Alliance
Community Schools.

W AUGUST HILLENBRAND, Age 60, Director since 1992. 103,955
[PHOTO] Director, Hillenbrand Industries, Batesville,
Indiana, a diversified public holding company with
three wholly-owned and autonomously operated
subsidiaries manufacturing caskets, hospital
furniture, hospital supplies and providing funeral
planning services.
Director: Forecorp, Inc., Forethought Life
Insurance Company, Hon Industries.
Trustee: National Committee for Quality Health
Care, Batesville Girl Scouts.
Trustee Emeritus: Denison University.

COMMON SHARES
BENEFICIALLY OWNED
AT FEBRUARY 13,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 2001(1)

- ---------------------------------------------------------------------------------------------------

NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2004 (CONT)
- ---------------------------------------------------------------------------------------------------

SCOTT M. STUART, Age 41, Director since 2000. 51,985(4)
[PHOTO] Member, KKR & Co. LLC, New York City, investment
company.
Director: AEP Industries Inc., Borden, Inc., The
Boyds Collection, Ltd., KSL Recreation Corp.
Board Member: The Boys Club of New York, Greenwich
Country Day School, WNET/Channel 13.

CLASS OF 2002
- ---------------------------------------------------------------------------------------------------

JAMES F. DICKE, II, Age 55, Director since 1990. 195,057
[PHOTO] President, Crown Equipment Corporation, New
Bremen, Ohio, international manufacturer and
distributor of electric lift trucks and material
handling products.
Director: Regional Boys and Girls Clubs of
America, Anderson-Cooke, Inc., Dayton Art
Institute, Gulf States Paper Co.
Chairman: Trinity University Board of Trustees.
Trustee: Culver Educational Foundation.

PETER H. FORSTER, Age 58, Director since 1979. 879,685(3)
[PHOTO] Chairman, DPL Inc. and The Dayton Power and Light
Company.
Chairman: Miami Valley Research Foundation.
Director: Amcast Industrial Corp.
Trustee: F.M. Tait Foundation.

COMMON SHARES
BENEFICIALLY OWNED
AT FEBRUARY 13,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 2001(1)

- ---------------------------------------------------------------------------------------------------

CLASS OF 2002 (CONT)
- ---------------------------------------------------------------------------------------------------

JANE G. HALEY, Age 70, Director since 1978. 147,290
[PHOTO] President and Chief Executive Officer, Gosiger,
Inc., Dayton, Ohio, national importer and
distributor of machine tools.
Director: The Ultra-Met Company, Urbana, Ohio, ONA
America, Dayton, Ohio.
Trustee: University of Dayton, Chaminade-Julienne
High School, Dayton, Ohio.
Member: Miami Valley Economic Development
Coalition.

CLASS OF 2003
- ---------------------------------------------------------------------------------------------------

ERNIE GREEN, Age 62, Director since 1991. 128,257
[PHOTO] President and Chief Executive Officer, Ernie Green
Industries, Dayton, Ohio, automotive components
manufacturer.
Director: Pitney Bowes Inc., Eaton Corp.

DAVID R. HOLMES, Age 60, Director since 1994. 88,248
[PHOTO] Chairman, The Reynolds and Reynolds Company,
Dayton, Ohio, information management systems.
Director: NCR Corporation, Dayton, Ohio.
Advisor: J. L. Kellogg Graduate School of
Management, Northwestern University.
Member: Dayton Business Committee, Downtown Dayton
Partnership.

COMMON SHARES
BENEFICIALLY OWNED
AT FEBRUARY 13,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 2001(1)

- ---------------------------------------------------------------------------------------------------

CLASS OF 2003 (CONT)
- ---------------------------------------------------------------------------------------------------

BURNELL R. ROBERTS, Age 73, Director since 1987 99,963
[PHOTO] Retired Chairman of the Board and Chief Executive
Officer, The Mead Corporation, Dayton, Ohio,
forest products producer.
Principal: Pembroke Associates.
Director: Rayonier, Inc., p4A.com Ltd.
Trustee: Granum Value Fund.

GEORGE R. ROBERTS, Age 57, Director since 2000. 51,745(4)
[PHOTO] Partner, Kohlberg Kravis Roberts & Co. L.P. and
Managing Member of KKR & Co. LLC, New York City,
investment company.
Director: Accuride Corporation, Amphenol
Corporation, Borden, Inc., The Boyds Collection,
Ltd., Evenflo Company Inc., IDEX Corporation,
KinderCare Learning Center, Inc., KSL Recreation
Group, Inc. , Owens-Illinois, Inc., PRIMEDIA,
Inc., Safeway Inc., Spalding Holdings Corporation.
Trustee: Claremont McKenna College, Culver
Military Academy.
Board Member: San Francisco Symphony, San
Francisco Ballet, Fine Arts Museum.

- ------------------------------

(1) The number of shares shown represents in each instance less than 1% of the
outstanding common shares. There were 2,760,689 shares and share units, or
2.1% of the total number of common shares, beneficially owned by all
directors and executive officers of DPL Inc. and DP&L as a group at
February 13, 2001, excluding shares beneficially owned by an affiliate of
KKR. See note (4) below. The number of shares shown includes (i) common
shares transferred to the Master Trust for non-employee directors pursuant
to the Directors' Deferred Stock Compensation Plan, (ii) 50,000 common
shares subject to presently exercisable options for each non-employee
director except Mr. Forster and (iii) share units with no voting rights held
by non-employee directors under the Directors' Deferred Compensation Plan as
follows: Mr. Danis 35,535 units, Mr. Hillenbrand 24,890 units, Mr. Stuart
1,985 units, Mr. Dicke 33,293 units, Mrs. Haley 34,817 units, Mr. Green
27,822 units, Mr. Holmes 19,766 units, Mr. Burnell Roberts 3,472 units and
Mr. George Roberts 1,745 units.

(2) The number of shares shown for Mr. Hill includes 35,136 common shares and
470,087 Restricted Share Units with no voting rights.

(3) The number of shares shown for Mr. Forster includes 43,729 common shares and
835,956 Restricted Share Units with no voting rights.

(4) Excludes 31,560,000 common shares subject to warrants and 6,600,000 Series B
voting preferred shares beneficially owned by Dayton Ventures LLC, an
affiliate of KKR. George R. Roberts and Scott M. Stuart disclaim beneficial
ownership of all such shares. See "Security Ownership of Certain Beneficial
Owners."

George R. Roberts and Scott M. Stuart are the KKR designees pursuant to the
Securityholders and Registration Rights Agreement among DPL Inc., DPL Capital
Trust I, Dayton Ventures LLC and Dayton Ventures, Inc. This agreement gives
affiliates of KKR the right to designate one person for election to, and one
person to attend as a non-voting observer at all meetings of, the DPL Inc. and
DP&L Boards of Directors for as long as Dayton Ventures LLC and its affiliates
continue to beneficially own at least 12,640,000 common shares of DPL Inc.,
including shares issuable upon exercise of the warrants. Effective upon the
closing of the KKR transaction, Messrs. Roberts and Stuart were appointed to the
DPL Inc. and DP&L Boards of Directors. Mr. Stuart is standing for election this
year.

The four candidates receiving the greatest number of votes will be elected
as directors. Abstentions and broker non-votes will be treated as non-votes.

Under Ohio law, if a shareholder gives written notice to the President, a
Vice President or the Secretary, not less than 48 hours before the Annual
Meeting, that such shareholder desires the voting at the election of directors
to be cumulative, and if an announcement of the giving of such notice is made
upon the convening of the meeting by or on behalf of the shareholder giving such
notice, then shareholders will be entitled to give one candidate as many votes
as the number of directors to be elected multiplied by the number of their
shares, or to distribute their votes on the same principle among two or more
candidates. In the event that directors are elected by cumulative voting and
cumulated votes represented by proxies solicited hereby are insufficient to
elect all the nominees, then the Proxy Committee will vote such proxies
cumulatively for the election of as many of such nominees as possible and in
such order as the Proxy Committee may determine.

INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES FOR 2000

The Board of Directors of DPL Inc. met on 12 occasions and the Board of
Directors of DP&L met on 11 occasions during 2000. The three standing committees
of DPL Inc. -- Executive, Finance and Audit Review and Compensation and
Management Review -- held 13 meetings in total and the standing committee of
DP&L -- Community and External Relations -- met two times in total.

COMMITTEES OF DPL INC.

FINANCE AND AUDIT REVIEW COMMITTEE

This Committee consists of the following non-employee members of the Board:
Thomas J. Danis, Chairman, Ernie Green, Jane G. Haley and David R. Holmes.
Committee members are independent as defined by the applicable listing standards
of the NYSE.

The Finance and Audit Review Committee oversees the financial plans,
approves the terms and conditions of financial arrangements and recommends to
the Board of Directors such actions and policies that will best accommodate DPL
Inc.'s objectives and operating strategies while maintaining its sound fiscal
health. It also provides direct communication between DPL Inc.'s internal
auditors, the independent auditors, PricewaterhouseCoopers LLP, and the Board of
Directors. It is intended to assure the independent auditors the freedom,
cooperation and opportunity necessary to accomplish their functions. It is also
intended to assure that appropriate action is taken on the recommendations of
the auditors. This Committee met five times during 2000.

COMPENSATION AND MANAGEMENT REVIEW COMMITTEE

This Committee consists of the following non-employee members of the Board:
Burnell R. Roberts, Chairman, James F. Dicke, II and W August Hillenbrand.

The Compensation and Management Review Committee has the broad
responsibility to see that the officers and key management personnel of DPL Inc.
and its subsidiaries perform in accordance with corporate objectives, and are
effectively compensated in terms of salaries, supplemental compensation and
benefits which are internally equitable and externally competitive. The
Committee administers the deferred, incentive and long-term compensation and
stock option plans for directors and officers. This Committee met three times
during 2000.

EXECUTIVE COMMITTEE

This Committee consists of the following non-employee members of the Board:
Peter H. Forster, Chairman, James F. Dicke, II, W August Hillenbrand, Burnell R.
Roberts and Scott M. Stuart. Allen M. Hill is a non-voting member.

The principal duties of this Committee include evaluating executive
management development, succession and organizational structure in addition to
director selection, tenure and succession. This Committee also serves on a
standby basis for use in an emergency which requires immediate action. This
Committee met five times during 2000.

The non-employee members of the Executive Committee act as a nominating
committee for the Board of Directors and endeavor to identify, seek out, and if
necessary actively recruit, the best available candidates who, in the judgment
of the Committee, have the character, education, training, experience and proven
accomplishments which give promise of significant contribution to the
responsible and profitable conduct of DPL Inc.'s business in the interest of all
shareholders, customers and employees. This Committee considers qualified
nominees submitted to DPL Inc. by shareholders.

COMMITTEE OF DP&L

COMMUNITY AND EXTERNAL RELATIONS COMMITTEE

This Committee consists of the following non-employee members of the Board:
Jane G. Haley, Chairman, Thomas J. Danis, Peter H. Forster, Ernie Green and
David R. Holmes. Allen M. Hill is a non-voting member.

The Community and External Relations Committee provides for a periodic
review of DP&L's relations with all sectors of the community with which it is
vitally concerned -- shareholders, customers, governmental bodies and agencies,
political groups, regulatory agencies, elected officials and the media. This
Committee met two times during 2000.

OTHER MATTERS

DPL Inc. directors who are not employees receive an annual award of 1,500
common shares for services as a director. All shares are awarded under the
Directors' Deferred Stock Compensation Plan and are transferred to a grantor
trust (the "Master Trust") maintained by DPL Inc. to secure its obligations
under various directors' and officers' deferred and incentive compensation
plans. The annual share award replaced cash director fees effective July 1,
2000. Previously, directors received $12,000 annually plus meeting attendance
and committee fees.

Non-employee directors are eligible to receive grants of stock options under
the DPL Inc. Stock Option Plan. Each non-employee director, except Mr. Forster,
was granted an option to purchase 50,000 shares on February 1, 2000 at an above
market exercise price of $21 per share. The closing price on February 1, 2000
was $19 1/16 per share. These options represent a three-year block grant, are
currently exercisable and expire on February 1, 2010.

DPL Inc. maintains a Deferred Compensation Plan for non-employee directors
in which payment of directors' fees may be deferred. Under the standard deferred
income program directors are entitled to receive a lump sum payment or payments
in installments over a period up to 20 years. Effective January 31, 2000, the
supplementary deferred income program was terminated for current directors and
the value of each director's supplementary account transferred to his or her
standard

deferral account. All current directors have designated their standard deferral
account be invested in DPL Inc. common share units. Share units are paid in
common shares.

Mr. Forster, who retired as Chief Executive Officer of DPL Inc. effective
December 31, 1996, entered into a three year agreement with DPL Inc. and DP&L
pursuant to which he serves as Chairman of the Board of DPL Inc. and DP&L and
provides advisory and strategic planning services. The term of the agreement is
automatically extended each December 31 for an additional year unless either
party gives advance notice of nonrenewal. For these services, Mr. Forster
receives an annual fee of $550,000 (as well as such bonuses, if any, as may be
determined by the Compensation and Management Review Committee in its
discretion) and is eligible to receive grants of stock options under the DPL
Inc. Stock Option Plan. As Chairman, Mr. Forster is responsible for the
long-term strategic planning of the Company, the oversight of financial assets,
and the evaluation and recommendations relating to the merger, acquisition and
disposition of utility assets. Mr. Forster participates in an incentive program
for individuals managing financial assets.

CERTAIN TRANSACTIONS

On March 13, 2000, Dayton Ventures, Inc. and Dayton Ventures LLC, affiliates
of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), purchased a combination of trust
preferred securities issued by a trust established by DPL Inc., voting preferred
shares of DPL Inc. and warrants to purchase common shares of DPL Inc. for $550
million. The trust preferred securities have an aggregate face amount of $550
million, were issued to Dayton Ventures, Inc. at an initial discounted price of
$500 million, have a maturity of 30 years (subject to acceleration to six months
after the exercise of the warrants), and pay distributions at a rate of 8.5% of
the aggregate face amount per year. The 6.6 million Series B voting preferred
shares have voting power not exceeding 4.9% of the total outstanding voting
power of DPL Inc.'s voting securities and were purchased by Dayton Ventures LLC
for an aggregate purchase price of $68,000. The warrants to purchase 31.6
million common shares (representing approximately 19.9% of the common shares
then outstanding) have a term of 12 years, an exercise price of $21 per share,
and were purchased by Dayton Ventures LLC for an aggregate purchase price of $50
million. In connection with the transaction, DPL Inc. paid affiliates of KKR
$16.5 million in fees and expenses including expenses of consultants, investment
bankers, accountants and counsel. DPL Inc. has agreed to pay KKR an annual
management, consulting and financial services fee of $1 million.

FINANCE AND AUDIT REVIEW COMMITTEE REPORT

The Finance and Audit Review Committee (the "Committee") of the Board of
Directors of DPL Inc. is comprised of four non-management Directors and operates
under a written charter included as an appendix to this proxy statement.

During 2000 meetings of the Committee, audited financial statements were
reviewed and discussed with management and PricewaterhouseCoopers, DPL Inc.'s
independent accountants. Based on these discussions, the Committee recommended
to the Board of Directors that the audited

financial statements for the year ended December 31, 2000 be included in the DPL
Inc. Annual Report on Form 10-K.

Additionally, the Committee discussions held with PricewaterhouseCoopers
included those matters required by Statement on Auditing Standards No. 61. The
Committee received from PricewaterhouseCoopers written disclosure and a letter
regarding its independence as required by Independence Standards Board Standard
No. 1. This information was discussed with PricewaterhouseCoopers.

Finance and Audit Review Committee
Thomas J. Danis, Chairman
Jane G. Haley
David R. Holmes
Ernie Green

EXECUTIVE COMPENSATION

COMPENSATION REPORT ON EXECUTIVE COMPENSATION

DPL Inc. has designed its executive compensation programs to create a strong
and direct link between the compensation paid to senior executives and current
and long-term levels of company performance. The program also recognizes each
executive's individual contribution to that performance. Toward that end, the
Compensation and Management Review Committee (the "Committee") annually reviews
individual executive performance and evaluates, with its outside consultant, the
executive compensation program.

The three components of DPL's Executive Compensation Program are Base
Salary, Annual Cash Incentives and Stock Options.

In 2000, Base Salary was based on a combination of general industry median
and utility industry 75th percentile compensation levels. With the change in the
utility industry from a regulated business to a customer choice business, DPL
Inc. has decided that in 2001 Base Salary will be based solely on general
industry median compensation. Base Salary is experience and performance adjusted
and subject to annual review. The adjustments are made based on operational
performance and individual strategic contributions.

Annual Cash Incentives for 2000 are subject to the following program. A
performance pool of funds is created based on how the energy business exceeds
predetermined levels of Earnings Before Interest and Taxes ("EBIT"). The pool is
targeted to deliver median general industry compensation levels. These funds are
allocated to individual executives based on their performance contributions
which includes their unit's contribution to increasing earnings and its
operational performance. 2001 Annual Cash Incentives will be subject to the
following program. An EBIT target was set for the energy business for all
executives. Threshold levels and maximum levels were also established. Target
incentive awards range from forty-five to sixty percent of base salary,
depending upon the executive's position. Executives can earn from zero to one
hundred percent of their base salary.

Long-term compensation consists of the Stock Option Plan adopted by
shareholders in 2000. It replaced the annual Management Stock Incentive Plan
("MSIP") and the Supplemental Executive Retirement Plan that had been in place
prior to 2000. In 2000, each executive was granted options. The initial grant
covers a three-year period and vests over five years. DPL Inc. has a policy of
encouraging stock ownership by management. As such, each executive has a high
level of ownership, compared to executives in peer companies, and is required to
lock up, meaning they cannot sell, for five years the Restricted Share Units
they individually own.

DPL Inc. also maintains an incentive program for individuals managing all
financial assets of DPL Inc. This program is described in note (4) to the
Summary Compensation Table.

CEO COMPENSATION

The Chief Executive Officer's total compensation potential is based on
consideration of median general industry practices. The Chief Executive
Officer's annual and long-term incentive programs are variable enough to provide
actual total compensation at median general industry levels only if DPL Inc.'s
performance is in the top quartile of utilities.

Overall, Mr. Hill's performance exceeded expectations for 2000. Mr. Hill's
salary was increased in 2000 based on the Committee's assessment of his
individual contributions, consistent with the performance criteria used for all
executives. Mr. Hill's portion of the Annual Cash Incentive EBIT pool was based
on an assessment of his overall performance. The Committee based this assessment
on consideration of several factors without assigning specific weight to each
factor, including DPL Inc.'s performance versus other integrated utilities,
investment community evaluations and progress on management development and
succession planning.

CONCLUSION

As a result of the cash settlement of the one-time RSU awards earned in
2000, a portion of the compensation payable to executives will be subject to the
limitation on deductibility imposed by Section 162(m) of the Internal Revenue
Code.

The Committee believes that DPL Inc.'s annual and long-term incentive plan
goals have contributed to the strong stock market performance shown in the
performance chart in the next section. DPL Inc.'s total return on common equity
between 1995 and 2000 was significantly higher than the utility industry as a
whole.

Compensation and Management Review
Committee
Burnell R. Roberts, Chairman
James F. Dicke, II
W August Hillenbrand

Performance Comparison
INVESTMENT RETURNS
VALUE OF $1000 INVESTED

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

DPL Dow Jones S&P
Inc. Industrial Avg.Electric Co.'s
1995 $1,000.00 $1,000.00 $1,000.00
1996 $1,034.05 $1,288.48 $996.43
1997 $1,292.98 $1,609.48 $1,256.10
1998 $1,529.98 $1,901.23 $1,447.92
1999 $1,292.10 $2,417.93 $1,170.22
2000 $2,567.99 $2,303.80 $1,793.81
Dividends Reinvested

SUMMARY COMPENSATION TABLE

Set forth below is certain information concerning the compensation of the
Chief Executive Officer and each of the other four most highly compensated
executive officers of DPL Inc. and its major subsidiary DP&L, for the last three
fiscal years, for services rendered in all capacities.

LONG TERM COMPENSATION
ANNUAL ----------------------------------------
COMPENSATION SECURITIES
------------------- RESTRICTED UNDERLYING LTIP ALL OTHER
SALARY BONUS(1) SHARE UNITS(2) OPTIONS(3) PAYOUTS(4) COMPENSATION(5)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($) ($)
--------------------------- -------- -------- -------- -------------- ---------- ---------- ----------------

Allen M. Hill 2000 600,000 300,000 -- 1,350,000 2,180,000 1,000
President and Chief Executive 1999 550,000 462,000 -- -- 525,000 1,000
Officer -- DPL Inc. and DP&L 1998 500,000 300,000 505,000('99-01) -- 275,000 1,000

Peter H. Forster(6) 2000 550,000 300,000 -- 2,400,000 3,312,000 61,000
Chairman -- DPL Inc. and DP&L 1999 500,000 250,000 -- -- 1,130,000 84,000
1998 500,000 200,000 420,000('99-01) -- 1,130,000 87,000

Judy Wyatt 2000 294,000 100,000 -- 525,000 500,000 1,000
Group Vice President -- 1999 280,000 180,000 -- -- -- 1,000
DPL Inc. and DP&L 1998 264,000 119,000 197,000('99-01) -- -- 1,000

Stephen F. Koziar, Jr. 2000 272,000 100,000 -- 495,000 1,100,000 1,000
Group Vice President and 1999 259,000 166,000 -- -- 350,000 1,000
Secretary -- DPL Inc. and DP&L 1998 244,000 110,000 186,000('99-01) -- 200,000 1,000

Elizabeth M. McCarthy(7) 2000 280,000 220,000 -- 250,000 300,000 1,000
Vice President, Chief Financial
Officer and Chief Accounting
Officer -- DPL Inc. and DP&L

- ------------------------------

(1) Amounts in this column represent awards made under the Management Incentive
Compensation Program ("MICP"). Awards are based on achievement of specific
predetermined operating and management goals in the year indicated and paid
in the year earned or in the following year.

(2) Amounts shown in this column represent the dollar value of Restricted Share
Units ("RSUs") awarded to the named executive officer under the Management
Stock Incentive Plan ("MSIP") based on the closing price of a DPL Inc.
common share on the New York Stock Exchange -- Consolidated Transactions
Tape on the date of award. Effective February 1, 2000, the DPL Inc. Stock
Option Plan replaced the MSIP and no additional awards were made under the
MSIP.

Awards shown for 1998 covered a three-year performance period (1999-2001).
Earning of these RSUs was dependent on the extent that the DPL Inc. average
return on equity ("ROE") and total return to shareholders exceeded the
Regulatory Research Associates industry median. Depending on the performance
of DPL Inc., these RSUs could be earned in amounts ranging from 0% to 200%
of the target award. As a result of replacing the MSIP with the Stock Option
Plan, outstanding awards under the MSIP were concluded by crediting
one-third of the RSUs awarded for plan years '99-01 as earned at 150% of the
target award. Amounts shown for 1998 reflect this action. These RSUs vest in
one-third annual increments ending in 2002. RSUs earned under the MSIP are
not payable until 2005.

For each RSU which is earned and vests, a participant receives the
equivalent of one DPL Inc. common share plus dividend equivalents from the
date of award. All payouts of vested RSUs under the MSIP are deferred until
retirement and are made in DPL Inc. common shares.

(3) Amounts in this column represent a three-year block grant of stock options
to the named executive under the DPL Inc. Stock Option Plan in lieu of
awards under the MSIP. Each executive was granted a number of option shares
equal to three times the executive's earned RSUs held in the Master Trust
under the MSIP. See "Option Grants in Last Fiscal Year."

(4) Amounts shown for 2000 include the dollar value of a one-time contingent
award of RSUs approved by the Compensation Committee in 1999 which could be
earned only if the closing price of DPL Inc. common shares on the NYSE
Consolidated Transactions Tape achieved $26 per share between June 1999 and
July 1, 2001. These RSUs were earned in 2000 and settled in cash.

Amounts in this column for 1998 and 1999 also represent annualized
incentives earned by the named executive officer under a long-term incentive
program for individuals managing all financial assets of DPL Inc. Incentives
were earned based on net cumulative investment performance of such assets
over the four year period 1996 through 1999. For 2000, incentives were
earned based on annual performance and include $100,000 for Mr. Hill,
$1.232 million for Mr. Forster and $100,000 for Mr. Koziar. The financial
asset portfolio value was $1.3 billion at December 31, 2000, contributed
$181 million to income during the 1997-2000 period and had $165 million in
unrealized gains at December 31, 2000.

(5) Amounts in this column represent employer matching contributions on behalf
of each named executive under the DP&L Employee Savings Plan made to the DPL
Inc. Employee Stock Ownership Plan.

(6) Annual compensation shown for Mr. Forster for 1998, 1999 and 2000 was paid
pursuant to an agreement with DPL Inc. and DP&L. Long term compensation
award opportunities shown for 1998 represent the dollar value of restricted
shares awarded to Mr. Forster under the Directors' Stock Plan which were
subject to the same earning and vesting criteria generally applicable to
RSUs. All other compensation shown for 2000 represents directors fees of
$26,700 and the dollar value of the annual award of 1,500 shares to each
non-employee director in lieu of directors fees, and for 1999 and 1998
represents directors fees of $37,000 and an award of 2,700 shares under the
Directors' Stock Plan. Participation in the Director compensation program by
Mr. Forster was terminated during the year 2000. See "Information Concerning
the Board of Directors and its Committees -- Other Matters."

(7) Ms. McCarthy joined DPL Inc. in March 2000. Ms. McCarthy has an employment
agreement with DPL Inc. which provides for annual base salary as determined
by the Compensation Committee, participation in the MICP, a stock option
grant, $100,000 signing bonus subject to forfeiture and severance benefits.
The agreement is terminable upon 30 days notice.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning individual grants of
stock options made to the named executive officers during the fiscal year ended
December 31, 2000.

INDIVIDUAL GRANTS
-------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME GRANTED(#)(1) FISCAL YEAR ($/SH) DATE PRESENT VALUE($)(2)
---- ------------- --------------- -------- ---------- -------------------

Allen M. Hill............. 1,350,000 20.9 21.00 2/1/10 4,239,000
Peter H. Forster.......... 2,400,000 37.2 21.00 2/1/10 7,536,000
Judy Wyatt................ 525,000 8.1 21.00 2/1/10 1,648,500
Stephen F. Koziar, Jr..... 495,000 7.7 21.00 2/1/10 1,554,300
Elizabeth M. McCarthy..... 250,000 3.9 21.00 2/1/10 917,500

- ------------------------

(1) Options granted pursuant to the DPL Inc. Stock Option Plan on February 1,
2000 at an above market exercise price of $21 per share. The closing price
on February 1, 2000 was $19(1)/(16) per share. These options represent a
three-year block grant, vest in five cumulative installments of 20% on
December 31, 2000, 2001, 2002, 2003 and 2004, and become exercisable on
January 1, 2005. Ms. McCarthy's option was granted in March 2000.

(2) The grant date present value was determined using the Black-Scholes pricing
model. Significant assumptions used in the model were: expected volatility
18.5%, risk-free rate of return 6.79%, dividend yield 3.6% and time of
exercise 5.1 years.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information concerning each exercise of stock
options during fiscal 2000 by each of the named executive officers and the
fiscal year-end value of unexercised options.

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY
ACQUIRED FISCAL OPTIONS AT FISCAL
ON VALUE YEAR-END(#) YEAR-END($)(1)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------

Allen M. Hill................... -- -- -- 1,350,000 -- 16,456,500
Peter H. Forster................ -- -- -- 2,400,000 -- 29,256,000
Judy Wyatt...................... -- -- -- 525,000 -- 6,399,750
Stephen F. Koziar, Jr........... -- -- -- 495,000 -- 6,034,050
Elizabeth M. McCarthy........... -- -- -- 250,000 -- 3,047,500

- ------------------------

(1) Unexercised options were in-the-money if the fair market value of the
underlying shares exceeded the exercise price of the option at December 31,
2000.

CHANGE IN CONTROL AGREEMENTS

DPL Inc. has in place agreements with each of Mr. Hill, Mr. Koziar, Ms.
Wyatt and Ms. McCarthy providing for the payment of benefits upon the
consummation of a change in control of DPL Inc. or DP&L (generally, defined as
the acquisition of 50% or more of the voting securities (15% or more without
board approval) or certain mergers or other business combinations). The
agreements require the individuals to remain with DPL Inc. throughout the period
during which any change of control transaction is pending in order to help put
in place the best plan for the shareholders. The principal benefits under each
agreement include payment of the following: (i) 300% of the sum of the
individual's annual base salary at the rate in effect on the date of the change
in control plus the average amount paid to the individual under the MICP for the
three preceding years; (ii) all awarded or earned but unpaid RSUs; and (iii)
continuing medical, life, and disability insurance. In addition, upon
termination of the individual's employment under specified circumstances during
the pendency of a change of control, the individual is entitled to receive the
individual's full base salary and accrued benefits through the date of
termination and the individual's award for the current period under the MICP (or
for a completed period if no award for that period has yet been determined)
fixed at an amount equal to his average annual award paid for the preceding
three years. In the event any payments under these agreements are subject to an
excise tax under the Internal Revenue Code of 1986, the payments will be
adjusted so that the total payments received on an after-tax basis will equal
the amount the individual would have received without imposition of the excise
tax. The agreements are effective for one year but are automatically renewed
each year unless DPL Inc. or the participant notifies the other one year in
advance of its or his or her intent not to renew. DPL Inc. is obligated at the
time of a change of control to fund its obligations

under the agreements by transferring required payments to the Master Trust. Mr.
Forster's agreement with DPL Inc. and DP&L contains similar benefits provisions.

PENSION PLANS

The following table sets forth the estimated total annual benefits payable
under the DP&L retirement income plan and the supplemental executive retirement
plan to executive officers at normal retirement date (age 65) based upon years
of accredited service and final average annual compensation (including base and
incentive compensation) for the three highest years during the last ten:

TOTAL ANNUAL RETIREMENT BENEFITS FOR
YEARS OF ACCREDITED SERVICE AT AGE 65
FINAL AVERAGE ---------------------------------------
ANNUAL EARNINGS 10 YEARS 15 YEARS 20-30 YEARS
--------------- ----------- ----------- -----------

$ 200,000................................ $ 51,500 $ 77,500 $103,000
400,000................................ 108,500 163,000 217,000
600,000................................ 165,500 248,500 331,000
800,000................................ 222,500 334,000 445,000
1,000,000............................... 279,500 419,500 559,000
1,200,000............................... 336,500 505,000 673,000
1,400,000............................... 393,500 590,500 787,000

The years of accredited service for the named executive officers are Mr.
Hill -- 31 yrs.; Mr. Koziar -- 31 yrs.; Ms. Wyatt -- 21 yrs. and Ms. McCarthy --
18 yrs. Benefits are computed on a straight-life annuity basis, are subject to
deduction for Social Security benefits and may be reduced by benefits payable
under retirement plans of other employers. Mr. Forster ceased to accrue benefits
under the retirement plans effective upon his retirement as an employee of DPL
Inc. and DP&L.

Participation in the supplemental plan has been terminated for all executive
officers and the benefits enumerated above reduced by 21%. The present value of
each individual's accrued benefit under the supplemental plan, determined by DPL
Inc.'s actuary, was transferred to a deferred payment account.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information with respect to the
beneficial ownership of common shares and Series B voting preferred shares of
DPL Inc. as of February 13, 2001 by each person or group known by the Company to
own more than 5% of the common shares or Series B voting preferred shares.

COMMON SHARES SERIES B VOTING PREFERRED SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------------------- ---------------------------------
NAME NUMBER PERCENT OF CLASS NUMBER PERCENT OF CLASS
---- ------------ ---------------- -------------- ----------------

Dayton Ventures LLC(1) ........... 31,560,000(2) 24.7% 6,600,000(3) 100%
c/o Kohlberg Kravis
Roberts & Co. LP
9 W. 57th Street
New York, NY 10019

- ------------------------

(1) Dayton Ventures LLC is a Delaware limited liability company, the sole
members of which are KKR 1996 Fund L.P. and KKR Partners II, L.P. As a
member of each of KKR 1996 GP LLC and Strata LLC, the ultimate parent
entities of KKR 1996 Fund and KKR Partners II, respectively, each of Messrs.
George R. Roberts and Scott M. Stuart, who are directors of DPL Inc. and
DP&L, may be deemed to beneficially own any shares or warrants beneficially
owned by Dayton Ventures LLC, although each such individual disclaims
beneficial ownership of such shares and warrants.

(2) Dayton Ventures LLC does not own any common shares. Number of common shares
represents the number of common shares issuable upon exercise of warrants.

(3) The 6,600,000 Series B voting preferred shares, which represent up to 4.9%
of the outstanding voting power of DPL Inc.'s voting securities and were
issued to Dayton Ventures LLC in the KKR transaction, may be redeemed on a
share for share basis to the extent common shares are issued upon exercise
of the warrants held by Dayton Ventures LLC.

SECURITY OWNERSHIP OF CERTAIN EXECUTIVE OFFICERS

Set forth below is information concerning the beneficial ownership of common
shares of DPL Inc. by each executive officer of DPL Inc. or DP&L named in the
Summary Compensation Table (other than executive officers who are directors of
DPL Inc. whose security ownership is found under "Election of Directors") as of
February 13, 2001. Please refer to Note (1) on Page 5 for the security ownership
of all directors and executive officers of DPL Inc. and DP&L.

NAME OF AMOUNT AND NATURE OF PERCENT OF
EXECUTIVE OFFICER BENEFICIAL OWNERSHIP CLASS
----------------- -------------------- ----------

Stephen F. Koziar,
Jr. 187,284 shares (1) *
Judy Wyatt 187,081 shares (2) *
Elizabeth M. McCarthy -- *

- ------------------------

* Less than one percent

(1) The number of shares shown for Mr. Koziar includes 15,608 common shares and
171,676 Restricted Share Units. RSUs have no voting rights.

(2) The number of shares shown for Ms. Wyatt includes 4,065 common shares and
183,016 Restricted Share Units.

INDEPENDENT PUBLIC ACCOUNTANTS

PricewaterhouseCoopers LLP served as independent public accountants of DPL
Inc. for the year 2000 and has been appointed as independent public accountants
for 2001. A representative of PricewaterhouseCoopers LLP will be present at the
Annual Meeting with the opportunity to make a statement if he desires to do so
and to respond to appropriate questions from shareholders.

AUDIT FEES

PricewaterhouseCoopers billed DPL Inc. $646,000 for professional services
rendered for the audit of DPL Inc.'s financial statements and reviews of
financial statements included in DPL Inc.'s Form 10-Qs for 2000.

ALL OTHER FEES

PricewaterhouseCoopers billed DPL Inc. $852,000 for all other non-audit
services rendered in 2000. There were no services performed with respect to
hardware and software systems relating to the financial statements.

The Finance and Audit Review Committee considered whether the provision of
the other non-audit services described above is compatible with maintaining
PricewaterhouseCoopers' independence.

SHAREHOLDER PROPOSALS

A proposal by a shareholder intended for inclusion in the proxy materials of
DPL Inc. for the 2002 Annual Meeting of Shareholders pursuant to Rule 14a-8 must
be received by DPL Inc. at P.O. Box 1247, Dayton, Ohio 45401, Attn.: Secretary,
on or before November 1, 2001 in order to be considered for such inclusion.
Shareholder proposals intended to be submitted at the 2002 Annual Meeting of
Shareholders outside the framework of Rule 14a-8 will be considered untimely
under Rule 14a-4(c)(1) if not received by DPL Inc. at the above address on or
before (i) 50 days before the date of the 2002 meeting (or 10 days after notice
of the meeting if less than sixty days notice is given) for proposals relating
to nomination of persons for election as directors or (ii) January 15, 2002 for
any other proposals. If DPL Inc. does not receive notice of the matter by the
applicable date, the Proxy Committee will vote on the matter, if presented at
the meeting, in its discretion.

OTHER BUSINESS

The Board of Directors does not intend to present, and has no knowledge that
others will present, any other business at the meeting. However, if any other
matters are properly brought before the meeting, it is intended that the holders
of proxies will vote thereon in their discretion.

By order of the Board of Directors,

/S/ STEPHEN F. KOZIAR, JR.

STEPHEN F. KOZIAR, JR.
GROUP VICE PRESIDENT AND SECRETARY

APPENDIX

FINANCE AND AUDIT REVIEW COMMITTEE CHARTER

PURPOSE

This Committee is charged with overseeing the financial plans of DPL Inc.
and recommending to the Board of Directors actions and policies that will best
accommodate the Company's objectives and operating strategies while maintaining
its sound fiscal health.

This Committee is also established to provide direct communication between
independent auditors and the Board of Directors and between the Company's
(including subsidiaries) internal auditors and the Board of Directors. It is
intended to assure the external auditor's freedom, cooperation and opportunity
necessary to accomplish its functions, and to assure appropriate action on their
recommendations.

PRINCIPAL FUNCTIONS

The Committee shall:

(1) Have direct communication with the external and internal auditors to assure
the adequacy of the Company's (including subsidiaries) internal accounting
controls and proper financial reporting.

(2) Take such steps as are necessary to assure itself of the adequacy and
competence of the auditing staff.

(3) Annually review internal auditing programs of DPL Inc. and each of its
subsidiaries for the year, including plans for reviewing internal
accounting controls. The Committee shall review, as often as necessary, the
results of the internal audit programs.

(4) Review management's programs for correcting any significant internal
accounting control deficiencies or exceptions and suggestions.

(5) Recommend to the Board the appointment of an independent certified
accounting firm (external auditor) to perform the annual audits of the
Company and/or its subsidiaries and other such examinations as are
necessary to assure the Board of the overall accuracy of the Company's
books and records, the effectiveness of the Company's internal accounting
systems, procedures and controls and the propriety of the Company's
internal accounting systems, procedures and controls and the propriety of
the Company's accounting policies.

(6) Meet at least two times annually with the Company's external auditor to
discuss the scope of its audit program and give such direction as the
Committee deems necessary for the performance of a satisfactory audit; to
review material internal accounting control weaknesses, if any, reported by
the external auditor; to review the annual report as to the fairness of
presentation

and adequacy of disclosure of financial matters; and to discuss the
exceptions or suggestions discovered in the course of the annual audit as
are normally outlined in the letter to management.

(7) Assure that significant items of concern to the Internal Audit Manager or
to the external auditor are immediately called to the attention of the
Chief Executive Officer of the Company and to the Chairman of this
Committee.

(8) Review the written policies of conflict of interest for Directors, Officers
and other employees, where appropriate. The Committee shall receive
annually from the Counsel for the Company a report on exceptions that are
discovered in respect to the conflict of interest policy and shall review
the actions taken by the Company management in this regard.

(9) Assure Company compliance with regulatory, financial and operating
reporting requirements.

(10) Review and approve the budget for audit expenses and any significant
contracts or budget items for other than audit services for which the
Company's external auditor may be a supplier or a participant.

(11) Annually review and reassess the adequacy of the Committee's charter.

(12) Have the authority to conduct investigations necessary to carry out its
duties as described herein, including the authority to hire independent
counsel, if necessary.

The external auditor is ultimately accountable to the Board of Directors and the
Finance and Audit Review Committee, which shall have the authority to select,
evaluate, and, where appropriate, replace the external auditor. The Committee
shall require the external auditor to provide a written statement describing all
relationships between the auditor and the Company, consistent with Independence
Standards Board Standard 1, and the Committee shall review with the external
auditor any disclosed relationships or services that may impact the objectivity
or independence of the external auditor. The Finance and Audit Review committee
shall take appropriate action to ensure the independence of the external
auditor.

NOTICE OF

ANNUAL
MEETING

OF SHAREHOLDERS

APRIL 11, 2001

AND

PROXY
STATEMENT

[DPL LOGO]

DPL INC.
DAYTON, OHIO

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF NO BOXES ARE
MARKED, YOUR VOTE WILL BE CAST AS RECOMMENDED BY THE BOARD OF DIRECTORS BY
SIMPLY SIGNING YOUR NAME BELOW AND RETURNING THIS CARD.

1. Election of Four Directors.

NOMINEES: Thomas J. Danis, Allen M. Hill,
W August Hillenbrand, Scott M. Stuart

FOR WITHHELD
ALL FROM ALL
NOMINEES / / / / NOMINEES

For, except vote withheld from the following nominee(s):

- ----------------------------------------------------

The Annual Meeting of Shareholders will be held at Edison
Community College, Piqua, Ohio. To request an attendance card
for the meeting, please mark below;

MARK HERE FOR ATTENDANCE CARD / /

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in a fiduciary capacity, sign name and title.

Signature:_____________ Date:__________ Signature:______________ Date:__________

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. Election of Four Directors.

NOMINEES: Thomas J. Danis, Allen M. Hill,
W August Hillenbrand, Scott M. Stuart

FOR WITHHELD
ALL FROM ALL
NOMINEES / / / / NOMINEES

For, except vote withheld from the following nominee(s):

- ----------------------------------------------------

The Annual Meeting of Shareholders will be held at Edison
Community College, Piqua, Ohio. To request an attendance card
for the meeting, please mark below;

MARK HERE FOR ATTENDANCE CARD / /

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

Please sign exactly as your name appears. If acting as attorney, executor,
trustee, or in a fiduciary capacity, sign name and title.

Signature:_____________ Date:__________ Signature:______________ Date:__________

PROXY

DPL INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR 2001 ANNUAL MEETING OF SHAREHOLDERS

Peter H. Forster, James F. Dicke, II and Burnell R. Roberts or any of them
with full power of substitution, are hereby appointed proxies to vote as
specified at the Annual Meeting of Shareholders of DPL Inc. on Wednesday, April
11, 2001, at 10:00 A.M., and at any adjournments thereof, all Common Shares
which the undersigned is entitled to vote and in their discretion upon any other
matters which may properly come before the meeting.

UNLESS OTHERWISE MARKED, YOUR PROXY WILL BE VOTED FOR THE PROPOSALS BY
SIMPLY SIGNING YOUR NAME ON THE REVERSE SIDE AND RETURNING THIS CARD.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

PROXY

DPL INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR 2001 ANNUAL MEETING OF SHAREHOLDERS

UNLESS OTHERWISE MARKED, YOUR PROXY WILL BE VOTED FOR THE PROPOSALS BY
SIMPLY SIGNING YOUR NAME ON THE REVERSE SIDE AND RETURNING THIS CARD.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE