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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM T-1

Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) image_01a.jpg
_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota

55402
(Address of principal executive offices)(Zip Code)
                                 
T. Scott Fesler
U.S. Bank National Association
10 West Market Street, Suite 830
Indianapolis, IN 46143
(317) 264-2501
(Name, address and telephone number of agent for service)
DPL Inc.
(Issuer with respect to the Securities)
Ohio31-1163136
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

1065 Woodman Drive
Dayton, Ohio

45432
(Address of Principal Executive Offices)(Zip Code)
    
4.125% Senior Notes Due 2025
(Title of the Indenture Securities)




FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)    Name and address of each examining or supervising authority to which it is subject.
            Comptroller of the Currency
            Washington, D.C.

        b)    Whether it is authorized to exercise corporate trust powers.
        Yes

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
        None

Items 3-15    Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
    
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

    1. A copy of the Articles of Association of the Trustee.*

    2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

        3.    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

        4.    A copy of the existing bylaws of the Trustee.**
    5.    A copy of each Indenture referred to in Item 4. Not applicable.

    6.    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

    7.    Report of Condition of the Trustee as of December 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
        
    * Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

    ** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
    


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SIGNATURE

    Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Indianapolis, State of Indiana on the 15th day of March, 2021

                    By:    /s/ T. Scott Fesler
T. Scott Fesler
Vice President

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Exhibit 2


image_11.jpg

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Exhibit 3


image_21.jpg


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Exhibit 6

CONSENT

    
    In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


Dated: March 15, 2021


                    By:    /s/ T. Scott Fesler
T. Scott Fesler
Vice President

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000s)
12/31/2020
Assets
Cash and Balances Due From Depository Institutions$62,424,852 
Securities135,372,305 
Federal Funds149 
Loans & Lease Financing Receivables299,153,643 
Fixed Assets7,454,095 
Intangible Assets12,786,750 
Other Assets27,582,366 
Total Assets$544,774,160 
Liabilities
Deposits$442,835,836 
Fed Funds1,175,229 
Treasury Demand Notes
Trading Liabilities1,036,903 
Other Borrowed Money27,992,840 
Acceptances
Subordinated Notes and Debentures3,850,000 
Other Liabilities14,494,315 
Total Liabilities491,385,123 
Equity
Common and Preferred Stock18,200 
Surplus14,266,915 
Undivided Profits38,303,599 
Minority Interest in Subsidiaries800,323 
Total Equity Capital53,389,037 
Total Liabilities and Equity Capital$544,774,160 

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