EXHIBIT 4(E)


                                   Registered

NUMBER R-1                                                       $309,300,000

                                    DPL INC.
        FORM OF 8 1/8% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
                              DUE SEPTEMBER 1, 2031

Dated:          , 2002
       ------ --

       Registered Holder:     THE BANK OF NEW YORK, AS PROPERTY TRUSTEE,
                              ON BEHALF OF DPL CAPITAL TRUST II

     DPL INC., a corporation duly organized and existing under the laws of the
State of Ohio (herein referred to as the "COMPANY," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to the Registered Holder named above, the
principal sum of Three Hundred and Nine Million Three Hundred Thousand Dollars
($309,300,000) on September 1, 2031, in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debt. The Company further promises to pay to the registered
Holder hereof as hereinafter provided (a) interest on said principal sum
(subject to deferral as set forth herein) at the rate per annum specified in the
title of this debenture (the "DEBENTURE"), in like coin or currency,
semiannually in arrears on the 1st day of March and September of each year
(each, an "INTEREST PAYMENT DATE") commencing March 1, 2002, from the Interest
Payment Date next preceding the date hereof to which interest has been paid or
duly provided for (unless (i) no interest has yet been paid or duly provided for
on this Debenture, in which case from August 31, 2001, or (ii) the date hereof
is before an Interest Payment Date but after the related Record Date (as defined
below), in which case from such following Interest Payment Date; provided,
however, that if the Company shall default in payment of the interest due on
such following Interest Payment Date, then from the next preceding Interest
Payment Date to which interest has been paid or duly provided for, until the
principal hereof is paid or duly provided for, plus (b) Additional Interest, as
defined in the Indenture, to the extent permitted by applicable law, on any
interest payment that is not made on the applicable Interest Payment Date, which
shall accrue at the rate per annum specified in the title of this Debenture,
compounded semiannually. The interest so payable will, subject to certain
exceptions provided in the Indenture hereinafter referred to, be paid to the
person in whose name this Debenture is registered at the close of business on
the Record Date next preceding such Interest Payment Date. The Record Date shall
be the Business Day next preceding the Interest Payment Date, unless this
Certificate is registered to a holder other than the Property Trustee or a
nominee of The Depository Trust Company, in which case the Record Date will be
the fifteenth day of the calendar month next preceding the month in which the
applicable Interest Payment Date occurs or, if such fifteenth day of the month
is not a Business Day, then the Business Day next preceding such day. This
Debenture may be presented for payment of principal and interest at the
principal corporate trust office of The Bank of New York , as paying agent for
the Company, maintained for that purpose in the Borough of Manhattan, The City
of New York, State of New York; provided, however, that payment of interest may
be made at the option of the Company (i) by check mailed to such address of the


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person entitled thereto as the address shall appear on the Register of the
Debentures or (ii) by transfer to an account maintained by the Person entitled
thereto as specified in the Register; provided that proper transfer instructions
have been received by the Record Date. Interest on the Debenture will be
computed on the basis of a 360-day year of twelve 30-day months (and for any
partial periods on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months).

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time during the term of this Debenture from time to
time to defer payment of interest on this Debenture, for up to ten consecutive
semiannual interest payment periods with respect to each deferral period (each
an "EXTENSION PERIOD"), during which Extension Periods the Company shall have
the right to make partial payments of interest on any Interest Payment Date;
provided, however, that no Extension Period shall end on a date other than an
Interest Payment Date or extend beyond September 1, 2031 or any earlier
redemption date. At the end of each Extension Period, the Company shall pay all
interest then accrued and unpaid (together with any Additional Interest thereon
to the extent permitted by applicable law, Special Interest, and Additional Tax
Sums, if applicable). During any such Extension Period, the Company shall not,
and shall cause any Subsidiary of the Company not to, (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's Capital Stock (which
includes Common Stock and preferred stock) or (ii) make any payment of principal
of or interest or premium, if any, on or repay, repurchase or redeem any debt
securities that rank on a parity with or junior to this Debenture or make any
guarantee payments with respect to any DPL Guarantee or other guarantee by the
Company that ranks on a parity with or junior to this Debenture (other than (a)
dividends or distributions payable in Common Stock, (b) any declaration of a
dividend in connection with the implementation of a Rights Plan, the issuance of
any Capital Stock or any class or series of preferred stock of the Company under
any Rights Plan or the redemption or repurchase of any rights distributed
pursuant to a Rights Plan, (c) payments under any DPL Guarantee relating to the
Preferred Securities issued by the DPL Trust holding this Debenture, and (d)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers, employees,
consultants or advisors). Prior to the termination of any such Extension Period,
the Company may further extend such Extension Period; provided, however, that no
Extension Period shall exceed ten consecutive semiannual periods or extend
beyond September 1, 2031 or any earlier prepayment date. At any time following
the termination of any Extension Period and the payment of all accrued and
unpaid interest (together with any Additional Interest, Special Interest and
Additional Tax Sums, if applicable) then due, the Company may elect to begin a
new Extension Period, subject to the above requirements. No interest shall be
due and payable during an Extension Period except at the end thereof. If the
Property Trustee is the only registered holder of the Debentures of this series,
the Company shall give written notice to the Property Trustee and the Trustee of
its election to begin or extend any Extension Period at least five Business Days
prior to the earlier of (i) the next succeeding date on which Distributions on
the Capital Securities issued by the relevant DPL Trust would have been payable
but for the election to begin or extend such Extension Period or (ii) the date
the Administrative Trustees are required to give notice to any securities
exchange or other applicable self- regulatory organization or to holders of such
Capital Securities of the record date or the date such Distributions are
payable, but in any event not less than five Business Days prior to such record
date. An Administrative Trustee shall give notice of the Company's election to


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begin or extend an Extension Period to the holders of such Capital Securities.
If the Property Trustee is not the only holder of the Debentures of this series
at the time the Company elects to begin or extend an Extension Period, the
Company shall give the holders of the Debentures of this series and the Trustee
written notice of its election to begin or extend such Extension Period at least
ten Business Days prior to the earlier of (i) the next succeeding Interest
Payment Date or (ii) the date the Company is required to give notice of the
record or payment date of such interest payment to any applicable
self-regulatory organization or to holders of the Debentures of this series.

     This Debenture is issued pursuant to an Indenture, dated as of August 31,
2001, between the Company, as issuer, and The Bank of New York, a New York
banking corporation, as trustee, as supplemented by a First Supplemental
Indenture dated as of August 31, 2001 (as further supplemented or amended from
time to time, the "INDENTURE"). Reference is made to the Indenture for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders (the word
"HOLDER" or "HOLDERS" meaning the registered holder or registered holders) of
the Debentures. Capitalized terms used herein but not defined herein shall have
the respective meanings assigned thereto in the Indenture. By acceptance of this
Debenture, the Holder hereof agrees to be bound by the provisions of the
Indenture.

     The Debentures of this series shall have an initial aggregate principal
amount of Three Hundred and Nine Million Three Hundred Thousand Dollars
($309,300,000).

     The indebtedness of the Company evidenced by this Debenture, including the
principal hereof and interest hereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to the
Company's obligations to Holders of Senior Indebtedness of the Company and each
Holder of this Debenture, by acceptance hereof, agrees to and shall be bound by
such provisions of the Indenture and all other provisions of the Indenture.

     This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by or on
behalf of the Trustee under the Indenture.


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     IN WITNESS WHEREOF, DPL INC. has caused this instrument to be signed,
manually or in facsimile, by its Chairman of the Board, or its Chief Executive
Officer, or its President or any Vice Chairman, or any Vice President and by its
Treasurer or an Assistant Treasurer or its Controller or its Secretary or an
Assistant Secretary.

                                           DPL INC.



                                           By:  ____________________________
                                           Name:
                                           Title:

                                           By:  ____________________________
                                           Name:
                                           Title:
[Seal]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities, of the series designated herein, described
in the within-mentioned Indenture.

Dated: ______, __, 2002                    THE BANK OF NEW YORK, as Trustee

                                           By:  ____________________________
                                                   Authorized Signatory







                              REVERSE OF DEBENTURE

     As provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the payment of principal or interest on the
Debentures of this series or with respect to compliance with certain covenants
occurs and is continuing, then either the Trustee or the Holders of not less
than 25% in principal amount of the then outstanding Debentures of each series
as to which such Event of Default has occurred may declare the principal amount
of all the Debentures of such series, together with any accrued interest
(including any Additional Interest, Special Interest and Additional Tax Sums),
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee, if such notice is given by Holders). If the Debentures have been
issued to an DPL Trust, upon such an Event of Default, if the Trustee or the
Holders of not less than 25% in principal amount of the outstanding Debentures
of this series fails to declare the principal of all the Debentures to be
immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of the corresponding Capital Securities of such DPL Trust
then outstanding shall have such right by a notice in writing to the Company and
the Trustee, and upon any such declaration the principal amount of and the
accrued interest (including any Additional Interest, Special Interest and
Additional Tax Sums) on all the Debentures of such series shall become
immediately due and payable; provided that the payment of principal and interest
on the Debentures shall remain subordinated to the extent provided in the
Indenture.

     If an Event of Default with respect to certain covenants applicable to all
series of securities issued under the Indenture (collectively, the "SECURITIES")
occurs and is continuing, then either the Trustee or the Holders of not less
than 25% in principal amount of all then outstanding Securities under the
Indenture (voting as a single class) may declare the principal amount of all
such Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if such notice is given by Holders). If the
Securities of a series issued under the Indenture have been issued to an DPL
Trust, upon such an Event of Default, if the Trustee and the Holders of not less
than 25% in principal amount of all outstanding Securities of that series fail
to declare the principal of all the Securities of that series to be immediately
due and payable, the holders of at least 25% in aggregate liquidation amount of
the corresponding Capital Securities of such DPL Trust then outstanding shall
have such right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest (including
any Additional Interest and Special Interest) on all the Securities of that
series shall become immediately due and payable; provided that the payment of
principal and interest shall remain subordinated to the extent provided in the
Indenture.

     The Indenture provides that in certain events such declaration that
principal and accrued interest are due and payable, and the consequences of such
declaration, may be rescinded and annulled by the holders of a majority in
principal amount of the Securities then outstanding under the Indenture as to
which such acceleration of the payment of principal and interest has occurred,
voting as one class. In the case of Securities issued under the Indenture to one
or more DPL Trusts, should the Holders of such Securities fail to rescind and
annul such declaration and its consequences, the Holders of a majority in
aggregate liquidation amount of the corresponding Capital Securities of such DPL
Trusts shall have such right. The Indenture also provides that the Holders of a
majority in principal amount of all of the Securities of all series then
outstanding as to which an Event of Default has occurred may, on behalf of all


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Holders of such Securities, waive any past default under the Indenture other
than (a) a default in the payment of the principal of or interest on any of the
Securities or (b) a default in respect of a covenant or provision of the
Indenture which under the terms of the Indenture cannot be modified or amended
without the consent of each Holder of Securities so affected. In the case of
Securities of one or more series issued to one or more DPL Trusts, the Indenture
provides that the Holders of a majority in aggregate liquidation amount of the
corresponding Capital Securities issued by such DPL Trusts shall also have the
right to waive such defaults.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of all affected series (voting as one class), to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
the rights of the holders of the Securities of each such series; provided,
however, that no such supplemental indenture shall (i) change the fixed maturity
of any Securities, or reduce the rate or extend the time of payment of interest
thereon or on any overdue principal amount, or reduce the principal amount
thereof, or reduce any amount payable upon any redemption thereof, or make the
principal thereof or any interest thereon or on any overdue principal amount
payable in any coin or currency other than that herein prescribed, without the
consent of the Holder of each security so affected, (ii) reduce the percentage
of Securities, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of all Holders of Securities then
outstanding, (iii) modify certain provisions of the Indenture relating to waiver
of compliance with covenants, waiver of defaults or modification of the
Indenture without the consent of all Holders of Securities then outstanding,
except to increase the percentage of Holders required for such waiver or
modification, or (iv) modify the provisions with respect to the subordination of
outstanding Securities of any series in a manner adverse to the Holders thereof,
without the consent of the Holder of each security so affected; provided,
however, that, in the case of the Securities of a series issued to an DPL Trust,
so long as any of the corresponding series of Capital Securities issued by such
DPL Trust remains outstanding, (i) no such amendment shall be made that
adversely affects the holders of such Capital Securities or Preferred Securities
in any material respect, and no termination of the Indenture shall occur, and no
waiver of any Event of Default with respect to such series or compliance with
any covenant with respect to such series under the Indenture shall be effective,
without the prior consent of the holders of a majority of the aggregate
liquidation amount of such Capital Securities then outstanding, unless and until
the principal (and premium, if any) of the Securities of such series and all
accrued and unpaid interest (including any Additional Interest) thereon shall
have been paid in full and (ii) no amendment shall be made to Section 6.05 of
the Base Indenture (regarding the right of Holders of Capital Securities to
institute a suit directly against the Company) that would impair the rights of
the Holders of Capital Securities provided therein without the prior consent of
all Holders of Capital Securities then outstanding, unless and until the
principal (and premium, if any) of the Securities of such series and all accrued
and unpaid interest (including any Additional Interest) thereon have been paid
in full.

     As provided in and subject to the provisions in the Indenture, the Company
shall have the option to redeem the Debentures of this series at any time, in
whole but not in part, at the Optional Redemption Price. In addition, if a
Special Event shall occur and be continuing, the Company may redeem the
Debentures of this series at any time within 90 days after the occurrence of


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that Special Event, in whole but not in part, at the Special Event Redemption
Price.

     Any consent or waiver by the Holder of this Debenture given as provided in
the Indenture (unless effectively revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Debenture and of any Debenture issued in exchange, registration of transfer, or
otherwise in lieu hereof irrespective of whether any notation of such consent or
waiver is made upon this Debenture or such other Debentures. No reference herein
to the Indenture and no provision of this Debenture or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Debenture, at the
places, at the respective times, at the rate and in the coin or currency herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture may be registered on the Register of the
Debentures of this series upon surrender of this Debenture for registration of
transfer at the offices maintained by the Company or its agent for such purpose,
duly endorsed by the Holder hereof or his attorney duly authorized in writing,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, but without payment of any charge other
than a sum sufficient to reimburse the Company for any tax or other governmental
charge incident thereto. Upon any such registration of transfer, a new Debenture
or Debentures of authorized denomination or denominations for the same aggregate
principal amount will be issued to the transferee in exchange herefor.

     Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, and any agent of the Company or the Trustee may deem
and treat the person in whose name this Debenture shall be registered upon the
Register of the Debentures of this series as the absolute owner of this
Debenture (whether or not this Debenture shall be overdue and notwithstanding
any notation of ownership or other writing hereon) for the purpose of receiving
payment of or on account of the principal hereof and, subject to the provisions
on the face hereof, interest due hereon and for all other purposes; and neither
the Company nor the Trustee nor any such agent shall be affected by any notice
to the contrary.

     No recourse shall be had for the payment of the principal of or interest on
this Debenture, or for any claim based hereon or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any stockholder, officer, director or employee, as such, past, present
or future, of the Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as a part of the consideration for
the issue hereof, expressly waived and released.

     The Company and, by acceptance of this Debenture or a beneficial interest
in this Debenture, each holder hereof and any person acquiring a beneficial
interest herein, agree that for United States federal, state and local tax
purposes it is intended that this Debenture constitute indebtedness.


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     This Debenture shall be deemed to be a contract made under the laws of the
State of New York (without regard to conflicts of laws principles thereof) and
for all purposes shall be governed by, and construed in accordance with, the
laws of said State (including without limitation Section 5-1401 of the New York
General Obligations Law or any successor to such statute).


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