0000950120-06-000167 Sample Contracts

EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • March 30th, 2006 • DPL Inc • Electric & other services combined • New York

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”).

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