**Exhibit 3(b)**

 

**DPL INC.**

 

# **Regulations**

# ** **

*April 10, 1986*

*Revised April 27, 2007*

 

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**REGULATIONS**

***of***

 

**DPL INC.**

 

## ARTICLEI

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SHAREHOLDERS’MEETINGS

 

SECTION 1. The annual meeting of the shareholdersfor the election of directors and the transaction of such other business as maybe brought before the meeting shall be held within or without the State ofOhio, at such time and place as fixed by the Board of Directors.

 

SECTION 2. Special meetings of the shareholders maybe called by the Chairman of the Board of Directors, or the President, or thedirectors by action at a meeting, or by majority of the Board of Directorsacting without a meeting, and shall be called by the President or the Secretaryor the Treasurer upon the request of shareholders owning one-fourth (1/4) ofthe outstanding stock of the Company entitled to vote at such meeting or bysuch persons and in such event and manner as the Articles of Incorporation mayprovide. Except as otherwise provided by law, such meetings may be held withinor without the State of Ohio at such time and place as may be specified in thenotice.

 

SECTION 3. If the annual meeting of theshareholders be not held as herein prescribed, the election of directors may beheld at any meeting called for that purpose pursuant to these regulations.

 

SECTION 4. A notice in writing of every annual orspecial meeting of the shareholders stating the date, time, place and thepurposes thereof shall be given to each shareholder entitled to vote and toeach shareholder entitled to notice as provided by law, in person or by mailingthe same to his last address appearing on the records of the Company not lessthan seven (7) days or more than sixty (60) days before any such meeting.Any shareholder may waive in writing, either before or after the holding of anymeeting of shareholders at which he is entitled to vote, any notice required tobe given by law, the Articles of Incorporation or under these regulations, andthe attendance at any such meeting by any such shareholder without protesting,prior to or at the commencement of such meeting, the lack of proper noticeshall be a waiver by him of notice of such meeting.

 

SECTION 5. At all meetings of shareholders onlysuch shareholders shall be entitled to vote in person or by proxy who appearupon the transfer books of the Company as the holders of shares at the timepossessing voting power, or if a record date be fixed as herein provided, thoseappearing as such on such record date.

 

SECTION 6. The holders of a majority of the sharesissued and outstanding and entitled to vote, present in person or representedby proxy, shall be requisite and shall constitute a quorum at all meetings ofthe shareholders for the transaction of any business, except as otherwiseprovided by law, by the Articles of Incorporation or by these regulations. If,however, such majority shall not be present or represented at any meeting ofthe shareholders, the shareholders entitled to vote, present in person or byproxy, shall have power to adjourn the meeting, from 

 

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timeto time, without notice other than announcement at the meeting, until therequisite amount of voting stock shall be present. At any such adjournedmeeting at which the requisite amount of voting stock shall be represented, anybusiness may be transacted which might have been transacted at the meetingoriginally called.

 

ARTICLE II

 

## BOARDOF DIRECTORS

##  

SECTION 1. Except as otherwise provided by law orthe Articles of Incorporation, all the capacity of the Company shall be vestedin, and all of its authority shall be exercised by or under the direction of, aBoard of Directors, and said Board of Directors shall manage and conduct thebusiness of the Company. Each director shall be a shareholder of the Company.

 

SECTION 2. Unless changed in accordance with theprovisions of Section 3 of this Article II**,**thenumber of directors of the Company shall be fixed at ten and shall be dividedinto three classes. The first class shall be comprised of four**directors and the directors initially elected to such classshall hold office until the next succeeding annual meeting of shareholders anduntil their successors are elected and qualified. The second class shall becomprised of three directors and the directors initially elected to such classshall hold office until the second succeeding annual meeting of shareholdersand until their successors are elected and qualified. The third class shall becomprised of three directors and the directors initially elected to such classshall hold office until the third succeeding annual meeting of shareholders anduntil their successors are elected and qualified. Thereafter, at each annualmeeting of shareholders, directors to succeed those whose terms are expiring atsuch annual meeting shall be elected to hold office until the third succeedingannual meeting of shareholders and until their successors are elected andqualified.

 

SECTION 3. The authorized number of directors andthe number of directors in each class may be changed either by the affirmativevote of the holders of record of at least two-thirds of the voting power of theCompany at a meeting of shareholders called for**thatpurpose and for**the purpose of electingdirectors, or by the affirmative vote of a majority of the authorized number ofdirectors; provided, however, that the classes shall be of approximately equalsize and in no event shall any class contain fewer**thanthree directors nor more than four**directors. Noreduction in the number of directors, either by the shareholders or thedirectors, shall of itself have the effect of shortening the term of anyincumbent director.

 

SECTION 4. Only persons who are nominated inaccordance with the following procedures shall be eligible for**election as directors. Nominations of persons for**election as directors of the Company may be made at ameeting of shareholders (i) by or at the direction of the Board ofDirectors or by any committee or person appointed by the Board of Directors or (ii) byany shareholder of the Company entitled to vote for the election of directorsat the meeting who complies with the notice procedures set forth in this Section 4.Any nomination other than those governed by clause (i) of the precedingsentence shall be made pursuant to timely notice in writing to the Secretary ofthe Company. To be timely, a shareholder’s notice shall be delivered to ormailed and received at the principal executive offices of the Company not lessthan 50 days prior to the meeting; provided, however, that in the event thatless than 60 days’ notice or prior public disclosure of the date of the meetingis given or made to shareholders, notice by the shareholder to be timely mustbe so received not later than the close of business on the 10th day 

 

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followingthe day on which such notice of the date of the meeting was mailed or suchpublic disclosure was made. Such shareholder’s notice to the Secretary shallset forth (a) as to each person whom the shareholder proposes to nominatefor election as a director (i) the name, age, business address andresidence address of such person, (ii) the principal occupation oremployment of such person, (iii) the class and number of any shares of theCompany or any subsidiary of the Company which are beneficially owned by suchperson and (iv) any other information relating to such person that is requiredto be disclosed in solicitations for proxies for election of directors pursuantto any then existing rule or regulations promulgated under the SecuritiesExchange Act of 1934, as amended; and (b) as to the shareholder giving thenotice (i) the name and record address of such shareholder and (ii) theclass and number of shares of the Company which are beneficially owned by suchshareholder. The Company may require any proposed nominee to furnish such otherinformation as may reasonably be required by the Company to determine theeligibility of such proposed nominee to serve as a director. No person shall beeligible for election as a director unless nominated as set forth herein.

 

The chairman of the meeting shall, if the facts warrant,determine and declare to the meeting that a nomination was not made inaccordance with the foregoing procedure, and if he should so determine, heshall so declare to the meeting and the defective nomination shall bedisregarded.

 

SECTION 5. No director may be removed prior to the expiration ofsuch director’s term of office, except by the affirmative vote of the holdersof two-thirds of the voting power of the Company entitled to vote in theelection of directors; provided, however, that unless all of the directors, orall the directors of a particular class, are removed, no individual directorshall be removed if votes of sufficient number of shares are cast against hisremoval which, if cumulatively voted at an election of all the directors, orall the directors of a particular class, as the case may be, would besufficient to elect at least one director.

 

SECTION 6. The remaining directors, though lessthan a majority of the authorized number of directors, may, by the vote of amajority of their number, fill any vacancy in the Board of Directors howeverarising for the unexpired term thereof. Any person elected to fill a vacancy inthe Board of Directors shall hold office until the expiration of the term ofoffice for the class to which he is elected and until his successor is electedand qualified.

 

SECTION 7. After each annual election of directors,the newly elected and the continuing directors may meet for the purpose oforganization, the election of officers, and the transaction of other business,at such place and time as shall be fixed by the person who is authorized topreside at the annual meeting or by written consent of the directors.

 

SECTION 8. For his services as a director of theCompany, each director, other than officers and employees of the Company, shallreceive an allowance as shall be determined from time to time by the Board ofDirectors of a fixed amount per annum, plus an amount for each regular orspecial meeting of the Board of Directors or any committee thereof attended.Directors who would otherwise not be present in the city where the meetings ofthe Board of Directors, or committee of the Board of Directors, are held, maybe allowed such reasonable traveling expenses as are incurred by them inconnection with attending any such meeting.

 

SECTION 9.  If, in anyuncontested election of directors of the Company, a director nominee has agreater number of votes “withheld” from his or her election than votes cast “for”his or her election, such director nominee shall promptly tender his or herresignation for consideration by 

 

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theNominating and Corporate Governance Committee of the Board of Directors. A votewill be considered “withheld” from a director nominee, if a shareholderwithheld authority to vote for such director nominee in any proxy granted bysuch shareholder in accordance with instructions contained in the proxystatement or accompanying proxy card circulated for the meeting of shareholdersat which the election of directors is to be held. The Nominating and CorporateGovernance Committee will then promptly evaluate all relevant factors relatingto the election results, including, but not limited to: (i) the underlyingreasons why a majority of affirmative votes was not received (ifascertainable), (ii) the director’s background, experience andqualifications, (iii) the director’s length of service on the Board ofDirectors and contributions to the Company, and (iv) whether the director’sservice on the Board of Directors is consistent with applicable regulatoryrequirements, listing standards, the Company’s Corporate Governance Guidelinesand the corporate governance guidelines of independent advisory firms such asInstitutional Shareholder Services.

 

Subject to any applicable legal or regulatoryrequirements, the Nominating and Corporate Governance Committee shall, withinninety (90) days of the date on which certification of the stockholder vote ismade, decide whether to accept the resignation, reject the resignation or, ifappropriate, conditionally reject the resignation and retain the director inoffice only if the underlying causes of the withheld votes can be promptly andcompletely cured. A full explanation of the Nominating and Corporate GovernanceCommittee’s decision will be promptly publicly disclosed in a periodic orcurrent report filed with the Securities and Exchange Commission. Any directorwho tenders his or her resignation pursuant to this Section 9 and anynon-independent director will not participate in the deliberations anddecisions made hereunder. This resignation policy shall be described in theCompany’s proxy statement each year.

 

ARTICLE III

 

COMMITTEES OF THE BOARD OF DIRECTORS

 

SECTION 1. The Board of Directors, by theaffirmative vote of a majority of the Board of Directors, may designate three(3), or more, of their number, one of whom shall be the Chairman of the Boardof Directors, if one be elected, and one of whom shall be the President of theCompany, to constitute an Executive Committee. Each member of the ExecutiveCommittee shall continue to be a member thereof during the pleasure of amajority of the Board of Directors.

 

If such Executive Committee be designated, it shall actonly in the intervals between meetings of the Board of Directors and shallpossess and may exercise, in such manner as it shall deem for the bestinterests of the Company, all the powers of the Board of Directors in themanagement and direction of the business and affairs of the Company. TheExecutive Committee, at all times, shall be subject to the control anddirection of the Board of Directors.

 

SECTION 2. The Board of Directors shall designateeither the Chairman of the Board of Directors or the President of the Companyas Chairman of the Executive Committee, and the Executive Committee shallselect and appoint its own Secretary. In the absence from any meeting of theExecutive Committee of its Chairman, the Committee shall appoint a chairman ofthe meeting, and in the absence from any meeting of its Secretary, theCommittee shall appoint a secretary of the meeting.

 

SECTION 3. A majority of the members of theExecutive Committee shall be necessary at 

 

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all meetings to constitute a quorum for the transactionof business; but less than a quorum may adjourn the meeting.

 

SECTION 4. The members of the Executive Committeeshall act only as a Committee, and the individual members shall have no powersas such.

 

SECTION 5. Any vacancy in the Executive Committeeshall be filled by the affirmative vote of the majority of the Board ofDirectors.

 

SECTION 6. The Board of Directors may also appointsuch other standing or temporary committees, from time to time, as they maydeem fit, charged with such functions and invested with such powers of theBoard of Directors as may be desired, and shall define such functions and theextent to which such powers shall be exercised. Any such committee shall becomposed only of members of the Board of Directors and shall serve for suchtime as the Board of Directors may order. Any such committee shall act only inthe interval between meetings of the Board of Directors, and shall be subjectat all times to the control and direction of the Board of Directors. Any suchcommittee may act by a majority of its members or by writing signed by all ofits members.

 

SECTION 7. All proceedings of the ExecutiveCommittee or any other committee of the Board of Directors shall be subject torevision or alteration by the Board of Directors, provided, however, that thirdpersons shall not be prejudiced thereby.

 

ARTICLE IV

 

OFFICERS

 

SECTION 1. The Board of Directors, in its discretion,may elect a Chairman of the Board of Directors, and shall elect a President,one or more Vice-Presidents, a Secretary, a Treasurer, and a Controller andsuch other officers or agents, as may be determined from time to time.

 

TheChairman of the Board of Directors and the President shall be chosen from amongthe directors and the Board of Directors shall designate either the Chairman ofthe Board of Directors or the President as the Chief Executive Officer of theCompany. Other officers of the Company need not be directors.

 

Any two (2) of such offices, except those ofPresident and Vice-President, at the discretion of the Board of Directors, maybe held by the same person.

 

SECTION 2. Officers of the Company shall be electedannually by the Board of Directors and shall hold office for one (1) yearand until their successors are chosen and qualified, unless, in the election orappointment of an officer, it shall be specified that he holds his office for ashorter period. All officers of the Company shall hold office only during thepleasure of the Board of Directors and may be removed at any time by theaffirmative vote of a majority of the Board of Directors.

 

SECTION 3. The Chairman of the Board of Directors,if one be elected, shall preside at all 

 

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meetings of the Board of Directors and of shareholders.

 

SECTION 4. The President shall preside at allmeetings of the Board of Directors and shareholders at which the Chairman ofthe Board of Directors is not present.

 

In the absence or disability of the Chairman of theBoard of Directors, or in the event the Board of Directors has not elected aChairman, the duties of the office of the Chairman of the Board of Directorsshall be performed by the President.

 

ARTICLE V

 

CAPITAL STOCK

 

SECTION 1. Certificates for shares shall be of suchform and content as shall be approved by the Board of Directors. Certificatesshall be signed by or bear the facsimile signatures of the President or aVice-President and also by the Secretary or the Treasurer.

 

SECTION 2. The person in whose name shares stand onthe books of the Company shall be deemed the owner thereof for all purposes asregards the Company.

 

SECTION 3. The Board of Directors may make such rules andregulations as it may deem expedient, not inconsistent with these regulations,concerning the issue, transfer and registration of certificates for shares ofthe Company. It may appoint one or more transfer agents or one or moreregistrars, or both, and may require all certificates to bear the signatures ofeither or both.

 

ARTICLE VI

 

SHAREHOLDERS - RECORD DATES CLOSING OF TRANSFERBOOKS

 

The Board of Directors may fix a date not exceedingsixty (60) days preceding the date of any meeting of the shareholders or anydividend or distribution payment date or any date for the allotment of rights,or other matters provided by law, as a record date for the determination of theshareholders entitled to notice of such meeting or to vote thereof or toreceive such dividend, distribution, rights or such other matters as the casemay be.

 

The Board of Directors may close the books of theCompany against transfer of shares during the whole or any part of such period,including the time of such meeting of the shareholders or any adjournmentthereof.

 

ARTICLE VII

 

INDEMNIFICATION

 

SECTION 1. The Company shall, and does hereby,indemnify any person who served or serves as a director, officer, employee oragent of the Company, or who served or serves at the request of the Company asa director, trustee, officer, employee or agent of another corporation,domestic or foreign, nonprofit or for profit, partnership, joint venture, trustor other enterprise, against any and all losses, liabilities, damages, andexpenses, including attorneys’ fees, judgments, fines, and amounts paid insettlement, incurred by such person in connection with 

 

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anyclaim, action, suit, or proceeding, whether civil, criminal, administrative, orinvestigative, including any action by or in the right of the Company, byreason of any act or omission to act as such director, trustee, officer,employee or agent, to the full extent permitted by Ohio law including, withoutlimitation, the provisions of Section 1701.13 (E) of the Ohio RevisedCode.

 

SECTION 2. Expenses, including attorneys’ fees,incurred in defending any action, suit, or proceeding referred to in Section 1of this Article VII may be paid by the Company in advance of the finaldisposition of such action, suit, or proceeding as authorized by the directorsin the specific case upon receipt of an undertaking by or on behalf of thedirector, trustee, officer, employee, or agent to repay such amount, unless itshall ultimately be determined that he is entitled to be indemnified by theCompany as authorized in this Article VII.

 

SECTION 3. The indemnification provided by this Article VIIshall not be deemed exclusive of any rights to which those seekingindemnification may be entitled under the articles or the regulations or anyagreement, vote of shareholders or disinterested directors, or otherwise, bothas to action in his official capacity and as to action in another capacitywhile holding such office, and shall continue as to a person who has ceased tobe a director, trustee, officer, employee, or agent and shall inure to thebenefit of the heirs, executors, and administrators of such a person.

 

SECTION 4. The Company may purchase and maintaininsurance on behalf of any person who is or was a director, officer, employee,or agent of the Company, or is or was serving at the request of the Company asa director, trustee, officer, employee, or agent of another corporation,domestic or foreign, nonprofit or for profit, partnership, joint venture, trustor other enterprise, against any liability asserted against him and incurred byhim in any such capacity, or arising out of his status as such, whether or notthe Company would have indemnified him against such liability under this Article VII.

 

SECTION 5. As used in this Article VII,references to “Company” include all constituent corporations in a consolidationor merger and the new or surviving corporation, so that any person who is orwas a director, officer, employee, or agent of such a constituent corporation,or is or was serving at the request of such constituent corporation as adirector, trustee, officer, employee, or agent of another corporation, domesticor foreign, non-profit or for profit, partnership, joint venture, trust, orother enterprise shall stand in the same position under this section withrespect to the new or surviving corporation as he would if he had served thenew or surviving corporation in the same capacity.

 

SECTION 6. No person shall be liable to the Companyfor any loss or damage suffered by it on account of any action taken or omittedto be taken by him as a director or officer of the Company, if such personperforms his duties, including his duties as a member of any committee of thedirectors upon which he may serve, in good faith and in a manner he reasonablybelieves to be in the best interests of the Company, and with the care that anordinary prudent person in a like position would use under similarcircumstances. In performing his duties, a director or officer is entitled torely on information, opinions, reports or statements, including financialstatements and other financial data, that are prepared or presented by: (1) oneor more directors, officers, or employees of the Company whom the director orofficer reasonably believes are reliable and competent in the matters preparedor presented; (2) counsel, public accountants, or other persons as tomatters that the director or officer reasonably believes are within the person’sprofessional or expert competence; (3) a committee of the directors uponwhich he does not 

 

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serve,duly established in accordance with a provision of the articles or theseregulations, as to matters within its designated authority, which committee thedirector or officer reasonably believes to merit confidence. A director orofficer in determining what he reasonably believes to be in the best interestsof the Company shall consider the interests of the Company’s shareholders and,in his discretion, may consider (i) the interests of the Company’semployees, suppliers, creditors and customers; (ii) the economy of thestate and nation; and (iii) community and societal considerations.

 

ARTICLE VIII

 

AMENDMENTS OF REGULATIONS

 

These regulations may be amended or repealed at anymeeting of shareholders called for that purpose by the affirmative vote of theholders of record of shares entitling them to exercise a majority of the votingpower of the Company on such proposal; provided, however, that Sections 2, 3,4, and 5 of Article II and this Article VIII may not be amended,modified or repealed, and no amendment to these Regulations which isinconsistent therewith may be adopted, without the affirmative vote of theholders of record of shares entitling them to exercise two-thirds of the votingpower of the Company on such proposal.

 

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