PURCHASE AGREEMENT



          PURCHASE AGREEMENT (this "Agreement") dated as of August 24, 2001

between Dayton Ventures, Inc., a Cayman Islands corporation ("Seller")

and DPL Inc., an Ohio corporation (the "Company").



          WHEREAS, the Company desires to purchase from the Seller, and the

Seller desires to sell to the Company, twenty-two million (22,000,000) 8.5%

Capital Securities of DPL Capital Trust I having an aggregate $550 million

liquidation amount (the "Trust Preferred Securities");



          WHEREAS, in connection with the transactions contemplated by this

Agreement, the Company and/or its subsidiaries intends to issue and sell

securities providing aggregate proceeds of at least $550,000,000 to the Company

and/or its subsidiaries (the "Financing");



          WHEREAS, the purpose of the Financing is to provide funds to the

Company and/or its subsidiaries to consummate the transactions contemplated

hereby;



          NOW, THEREFORE, in consideration of the foregoing and the

representations and warranties contained in this Agreement, the parties agree

as follows:



1.     Purchase and Sale. On the terms and subject to the conditions of this

Agreement, the Seller shall sell, transfer and deliver to the Company, and the

Company shall purchase from the Seller, the Trust Preferred Securities for

a purchase price of $550,000,000 (the "Purchase Price"), payable in cash as set

forth in Section 2 below.



2.     Closing. The closing (the "Closing") of the purchase and sale of the

Trust Preferred Securities shall be held at the offices of Simpson Thacher &

Bartlett on the date of consummation of the Financing (the "Closing Date"). At

the Closing, (i) the Company shall deliver to Seller, by wire transfer to a

bank account designated in writing by the Seller, immediately available funds

in an amount equal to the sum of (x) the Purchase Price and (y) all accrued

and unpaid distributions on the Trust Preferred Securities through the Closing



Date (which accrued and unpaid distributions shall be in the amount of

$9,869,444.44 if the Closing takes place on August 30, 2001 or August 31, 2001

and shall increase by $129,861.11 for each day, if any, the Closing is delayed

beyond August 31, 2001) and (ii) the Seller shall deliver to the Company

certificates representing the Trust Preferred Securities duly endorsed in

blank or accompanied by stock powers duly endorsed in blank.



3.     Seller Representations and Warranties. The Seller hereby represents and

warrants to the Company:



       (a)     Due Authorization. All consents, orders, approvals, and other

               authorizations, whether governmental, corporate or other,

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