Severance Agreement
 
EMPLOYMENT AGREEMENT - MORGAN O'BRIEN
 
                                                                    Exhibit 10.8
 
                              EMPLOYMENT AGREEMENT
 
          THIS AGREEMENT, made and entered into as of the 14th day of September,
2001 (the "Effective Date") by and between DQE, Inc. (hereinafter called the
"Company"), a Pennsylvania corporation,
 
                                   a
                                     n
                                       d
 
          Morgan K. O'Brien, an individual residing in Allegheny County,
Pennsylvania (hereinafter called the "Executive");
 
                                WITNESSETH THAT:
 
          WHEREAS, the Executive has been employed by the Company for a number
of years in executive capacities and with increasing responsibilities; and
 
          WHEREAS, as of the Effective Date, the Executive was designated as the
President and Chief Executive Officer of the Company; and
 
          WHEREAS, the Executive and the Company mutually desire to set forth
the terms of such employment relationship in this Agreement; and
 
          WHEREAS, the execution and delivery of this Agreement have been duly
authorized by the Compensation Committee of the Board of Directors of the
Company and ratified by the Board of Directors of the Company (the "Board"); and
 
          WHEREAS, simultaneously with the execution of this Agreement, the
parties are entering into a Non-Competition and Confidentiality Agreement, of
even date herewith (the "Non-Competition and Confidentiality Agreement"), which
sets forth certain covenants and obligations of the Executive.
 
          NOW, THEREFORE, the Company and the Executive, each intending to be
legally bound, hereby mutually covenant and agree as follows:
 
     1.   Employment and Term.
          -------------------
 
          (a) Employment. The Company hereby offers to employ the Executive as
              ----------
the President and Chief Executive Officer of the Company, and the Executive
hereby accepts such employment with the Company, for the term set forth in
Paragraph 1(b).
 
          (b) Term. The term of the Executive's employment under this Agreement
              ----
shall commence as of the Effective Date and end on September 13, 2004, subject
to the extension of such term as hereinafter provided and earlier expiration of
such term as provided in Paragraph 7. The term of this Agreement shall be
extended
<PAGE>
 
automatically for one additional year as of each annual anniversary date hereof
unless, no later than ninety (90) days prior to such anniversary date, either
the Board, on behalf of the Company, or the Executive gives written notice to
the other, in accordance with Paragraph 12, that the term of this Agreement
shall not be so extended.
 
     2. Duties. During the period of employment as provided in Paragraph l(b)
        ------
hereof, the Executive shall serve as President and Chief Executive Officer of
the Company and perform all duties consistent with such positions at the
direction of the Board. The Executive shall devote his entire time during
reasonable business hours (reasonable sick leave and vacations excepted) and
best efforts to fulfill faithfully, responsibly and satisfactorily his duties
hereunder.
 
     3. Base Salary. For services performed by the Executive for the Company
        -----------
pursuant to this Agreement during the period of employment as provided in
Paragraph l(b) hereof, the Company shall pay the Executive a base salary at the
rate of at least $450,000 per year, payable in substantially equal semi-monthly
installments (or otherwise in accordance with the Company's regular payroll
practices). Any compensation which may be paid to the Executive under any
additional compensation or incentive plan of the Company or which may be
otherwise authorized from time to time by the Board (or an appropriate committee
thereof) shall be in addition to the base salary to which the Executive shall be
entitled under this Agreement.
 
     4. Salary Increases. During the period of employment as provided in
        ----------------
Paragraph l(b) hereof, the base salary of the Executive shall be reviewed
annually from and after the Effective Date by the Compensation Committee of the
Board to determine whether or not the same should be increased in light of the
duties and responsibilities of the Executive and the performance thereof, and,
if it is determined that an increase is merited, such increase shall be put into
effect as determined by the Compensation Committee of the Board and the base
salary of the Executive as so increased shall constitute the base salary of the
Executive for purposes of Paragraph 3.
 
     5. Other Benefits. In addition to the base salary to be paid to the
        --------------
Executive pursuant to Paragraph 3 hereof, the Executive shall also be entitled
to the following:
 
          (a) Participation in Plans. The Executive shall be eligible for
              ----------------------
participation in any bonus, incentive (short-term or long-term), stock option or
similar plan or program now in effect or hereafter established by the Company in
the manner and to the extent determined by the Board. The Executive shall also
participate in the various benefit plans maintained in force by the Company from
time to time, including qualified and nonqualified pension, supplemental
pension, disability, medical, group life insurance, supplemental life insurance
coverage, business travel insurance, sick leave, and other similar retirement
and welfare benefit plans, programs and arrangements, subject to the eligibility
criteria and all of the other terms and conditions thereof. Without limiting the
scope of the foregoing, the Company shall continue in force and effect the
existing nonqualified pension arrangements (the "Nonqualified Arrangements")
under which the Company has agreed to pay to the Executive or his beneficiary an
additional pension representing (i) the additional benefit the Executive
 
                                      -2-
<PAGE>
 
would have accrued under the Retirement Plan for Employees of Duquesne Light
Company (the "Retirement Plan") and the Supplemental Retirement Plan for
Nonrepresented Employees of Duquesne Light Company (the "Supplemental Plan") but
for certain limitations on such benefits set forth in the Internal Revenue Code
and (ii) the additional benefits the Executive would have accrued under the
Retirement Plan and the Supplemental Plan if he were credited thereunder with a
total number of years of Continuous Service (as defined in such Plans) equal to
the sum of (A) two (2) times the actual years of Continuous Service accumulated
by the Executive to age sixty (60), not to exceed thirty-five (35), plus (B)
such Continuous Service as may be accrued by the Executive after age sixty (60)
under the terms of such Plans.
 
          (b) Fringe Benefits. The Executive shall be entitled to perquisites of
              ---------------
office, fringe benefits and other similar benefits no less favorable than those
available to the Executive immediately prior to the effective date of this
Agreement, or, if greater, those available to the Executive at any time during
the term of this Agreement.
 
          (c) Expense Reimbursement. The Company shall reimburse the Executive,
              ---------------------
upon proper accounting, for reasonable business expenses and disbursements
incurred by him in the course of the performance of his duties under this
Agreement.
 
          (d) Vacation. The Executive shall be entitled to vacation time,
              --------
without reduction in salary or other benefits, in accordance with the Company's
vacation policy.
 
     6. Covenants of the Employee. In order to induce the Company to enter into
        -------------------------
this Agreement, the Executive hereby agrees as follows:
 
          (a) Confidentiality. Except for acts with the consent of or as
              ---------------
directed by the Board or as may be required by law, the Executive shall keep
confidential and shall not divulge to any other person or entity, during the
term of employment or thereafter any of the business secrets or other
confidential information regarding the Company, or any of its affiliates, which
has not otherwise become public knowledge; provided, however, that nothing in
this Agreement shall preclude the Executive from disclosing information to
parties retained to perform services for the Company, or any of its affiliates.
 
          (b) Records. All papers, books and records of every kind and
              -------
description relating to the business and affairs of the Company, or any of its
affiliates, whether or not prepared by the Executive, other than personal notes
prepared by or at the direction of the Executive, shall be the sole and
exclusive property of the Company, and the Executive shall surrender them to the
Company at any time upon request by the Board.
 
          (c) Enforcement. The Executive agrees and warrants that the covenants
              -----------
contained herein are reasonable, that valid consideration has been and will be
received therefor and that the agreements set forth herein are the result of
arm's-length negotiations between the parties hereto. The Executive recognizes
that the
 
                                      -3-
<PAGE>
 
provisions of this Paragraph 6 are vitally important to the continuing welfare
of the Company, and its affiliates, and that money damages constitute a totally
inadequate remedy for any violation thereof. Accordingly, in the event of any
such violation by the Executive, the Company, and its affiliates, in addition to
any other remedies they may have, shall have the right to institute and maintain
a proceeding to compel specific performance thereof or to issue an injunction
restraining any action by the Executive in violation of this Paragraph 6.
 
     7. Termination. Unless his employment is earlier terminated in accordance
        -----------
with the following provisions of this Paragraph 7, the Company shall continue to
employ the Executive and the Executive shall remain employed by the Company
during the entire term of this Agreement as set forth in Paragraph 1(b).
Paragraph 8 hereof sets forth certain obligations of the Company in the event
that the Executive's employment hereunder is terminated. Certain capitalized
terms used in this Paragraph 7 and Paragraph 8 hereof are defined in Paragraph
7(c) below.
 
          (a) Death or Disability. Except to the extent otherwise expressly
              -------------------
stated herein, including without limitation, as provided in Paragraph 8(a) with
respect to certain post-Date of Termination payment obligations of the Company,
this Agreement shall terminate immediately as of the Date of Termination in the
event of the Executive's death or in the event that the Executive becomes
disabled. The Executive will be deemed to be disabled upon the earlier of (i)
the end of a twelve (12) consecutive month period during which, by reason of
physical or mental injury or disease, the Executive has been unable to perform
substantially the Executive's usual and customary duties under this Agreement
and (ii) the date that a reputable physician selected by the Company determines
in writing that the Executive will, by reason of physical or mental injury or
disease, be unable to perform substantially the Executive's usual and customary
duties under this Agreement for a period of at least twelve (12) consecutive
months. At any time and from time to time, upon reasonable request therefor by
the Company, the Executive shall submit to reasonable medical examination for
the purpose of determining the existence, nature and extent of any such
disability. In accordance with Paragraph 12, the Company shall promptly give the
Executive written notice of any such determination of the Executive's disability
and of the decision of the Company to terminate the Executive's employment by
reason thereof. In the event of disability, until the Date of Termination the
base salary payable to the Executive under Paragraph 3 hereof shall be reduced
dollar-for-dollar by the amount of disability benefits, if any, paid to the
Executive in accordance with any disability policy or program of the Company.
 
          (b) Notification of Discharge for Cause or Resignation for Good
              -----------------------------------------------------------
Reason. In accordance with the procedures hereinafter set forth, the Company may
------
discharge the Executive from his employment hereunder for Cause and the
Executive may resign from his employment hereunder for Good Reason. Any
discharge of the Executive by the Company for Cause or resignation by the
Executive for Good Reason shall be communicated by a Notice of Termination to
the Executive (in the case of discharge) or the Company (in the case of
resignation) given in accordance with Paragraph 12 of this Agreement. For
purposes of this Agreement, a "Notice of
 
                                      -4-
<PAGE>
 
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated and (iii) if the Date of
Termination is to be other than the date of receipt of such notice, specifies
the termination date (which date shall in all events be within fifteen (15) days
after the giving of such notice). In the case of a discharge of the Executive
for Cause, a Notice of Termination shall include a copy of a resolution duly
adopted by the affirmative vote of not less than two-thirds (2/3) of the entire
membership of the Board (not including the Executive) at a meeting of the Board
called and held for the purpose (after reasonable notice to the Executive and
reasonable opportunity for the Executive, together with the Executive's counsel,
to be heard before the Board prior to such vote), finding that in the good faith
opinion of the Board the Executive was guilty of conduct constituting Cause. No
purported termination of the Executive's employment for Cause shall be effective
without a Notice of Termination. The failure by the Executive to set forth in
the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason shall not waive any right of the Executive hereunder or
preclude the Executive from asserting such fact or circumstances in enforcing
the Executive's rights hereunder.
 
          (c) Definitions. For purposes of this Paragraph 7 and Paragraph 8
              -----------
hereof, the following capitalized terms shall have the meanings set forth below:
 
               (i) "Accrued Obligations" shall mean, as of the Date of
                    -------------------
     Termination, the sum of (A) the Executive's base salary under Paragraph 3
     through the Date of Termination to the extent not theretofore paid, (B) the
     amount of any bonus, incentive compensation, deferred compensation and
     other cash compensation, if any, accrued by the Executive as of the Date of
     Termination pursuant to the plans and policies relating thereto to the
     extent not theretofore paid and (C) any vacation pay, expense
     reimbursements and other cash entitlements accrued by the Executive as of
     the Date of Termination pursuant to the plans and policies relating thereto
     to the extent not theretofore paid.
 
               (ii) "Cause" shall mean either of the following that is
                     -----
     materially and demonstrably detrimental to the goodwill of the Company or
     any of its affiliates or materially damaging to the relationships of the
     Company or any of its affiliates with customers, suppliers or employees:
     (A) conviction of the Executive of a felony involving moral turpitude or
     (B) negligence or willful misconduct by the Executive in the performance of
     his duties under this Agreement.
 
               (iii) "Change in Control" shall mean (A) any person (as such term
                      -----------------
     is used in Section 13(d) of the Securities Exchange Act of 1934 (the
     "Act"), excluding a corporation at least 80% of the ownership of which
     after acquiring its interest in the Company is owned directly or indirectly
     by those who were the holders of common stock of the Company immediately
     prior to such acquisition ("Person")), is the beneficial owner, directly or
     indirectly, of 20% or more of the outstanding stock of the Company
     requiring the filing of a report with the
 
                                      -5-
<PAGE>
 
     Securities and Exchange Commission under Section 13(d) of the 1934 Act; (B)
     a purchase by any Person of shares pursuant to a tender or exchange offer
     to acquire any stock of the Company (or securities convertible into stock)
     for cash, securities or any other consideration provided that, after
     closing of the offer, such Person is the beneficial owner (as defined in
     Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of
     the outstanding stock of the Company (calculated as provided in Paragraph
     (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire
     stock); (C) public announcement of a transaction approved by the Board
     which involves (1) any consolidation or merger of the Company in which the
     Company is not the continuing or surviving corporation or pursuant to which
     shares of stock of the Company would be converted into cash, securities or
     other property, other than a consolidation or merger of the Company in
     which holders of its stock immediately prior to the consolidation or merger
     own at least 80% of the common stock of the surviving corporation
     immediately after the consolidation or merger, or (2) any consolidation or
     merger in which the Company is the continuing or surviving corporation but
     in which the common shareholders of the Company immediately prior to the
     consolidation or merger do not hold at least 80% of the outstanding common
     stock of the continuing or surviving corporation (except where such holders
     of common stock hold at least 80% of the common stock of the corporation
     which owns all of the common stock of the Company), or (3) any sale, lease,
     exchange or other transfer (in one transaction or a series of related
     transactions) of all or substantially all the assets of the Company (except
     to an entity 80% of the common stock of which is owned by the holders of
     the common stock of the Company immediately prior to such transaction or by
     an entity 80% of which is owned directly or indirectly by the Company), or
     (4) any merger or consolidation of the Company where, after the merger or
     consolidation, one Person owns 100% of the shares of stock of the Company
     (except where the holders of the Company's common stock immediately prior
     to such merger or consolidation own at least 80% of the outstanding stock
     of such Person immediately after such merger or consolidation); or (D) a
     change in the majority of the members of the Board within a 24-month period
     unless the election or nomination for election by the Company's
     shareholders of each new director was approved by the vote of at least
     two-thirds of the directors then still in office who were in office at the
     beginning of the 24-month period. With respect to subparagraph (C) above,
     upon the Board's determination that the transaction subject to the public
     announcement thereunder will not be closed, a Change in Control shall not
     be deemed to have occurred from such date forward and this Agreement shall
     continue in effect as if no Change in Control had occurred except to the
     extent termination requiring payments under Paragraph 8(b) hereof occurs
     prior to such Board's determination.
 
               (iv) "Date of Termination" shall mean (A) in the event of a
                     -------------------
     discharge of the Executive by the Company for Cause, the date the Executive
     receives a Notice of Termination, or any later date specified in such
     Notice of Termination, (B) in the event of a discharge of the Executive
     without Cause, the date the Executive receives notice of such termination
     of employment, (C) in the
 
                                         -6-
<PAGE>
 
     event of a resignation by the Executive with or without Good Reason, the
     date specified in the Notice of Termination or any earlier date specified
     by the Company in a written notice to the Executive given following the
     Company's receipt of such Notice of Termination, (D) in the event of the
     Executive's death, the date of the Executive's death and (E) in the event
     of termination of the Executive's employment by reason of disability
     pursuant to Paragraph 7(a), the date the Executive receives written notice
     of such termination or as of any later date as may be set forth in such
     notice.
 
               (v) "Good Reason" shall mean any of the following: (A) the
                    -----------
     assignment to the Executive of any duties inconsistent in any respect with
     the Executive's positions with the Company as set forth in this Agreement
     (including status, offices, titles and reporting requirements), authority,
     duties or responsibilities as contemplated by Paragraph 2, or any action by
     the Company which results in diminution in such positions, authority,
     duties or responsibilities, excluding for this purpose any isolated,
     insubstantial and inadvertent action not taken in bad faith and which is
     remedied by the Company, as appropriate, promptly after receipt of written
     notice thereof given by the Executive in accordance with Paragraph 12; (B)
     any failure by the Company to comply with any of the provisions of this
     Agreement, other than any isolated, insubstantial and inadvertent failure
     not occurring in bad faith and which is remedied by the Company, as
     appropriate, promptly after receipt of written notice thereof given by the
     Executive in accordance with Paragraph 12; or (C) any purported termination
     by the Company of the Executive's employment otherwise than as expressly
     permitted by this Agreement.
 
               (vi) "Monthly Bonus Amount" shall mean one-twelfth (1/12) of the
                     --------------------
     Executive's target annual bonus for the fiscal year in which the Date of
     Termination occurs.
 
          8.   Obligations of the Company Upon Termination.
               -------------------------------------------
 
          (a) Discharge for Cause, Resignation without Good Reason, Death or
              --------------------------------------------------------------
Disability. In the event of a discharge of the Executive for Cause or a
----------
resignation by the Executive without Good Reason, or in the event this Agreement
terminates pursuant to Paragraph 7(a) by reason of the death or disability of
the Executive:
 
               (i) the Company shall pay all Accrued Obligations to the
     Executive, or to his heirs or estate in the event of the Executive's death,
     in a lump sum in cash within thirty (30) days after the Date of
     Termination; and
 
               (ii) the Executive, or his beneficiary, heirs or estate in the
     event of the Executive's death, shall be entitled to receive all benefits
     accrued by him as of the Date of Termination under the Retirement Plan, the
     Supplemental Plan, the Nonqualified Arrangements (but only to the extent
     not previously paid or distributed to the Executive through the purchase of
     annuity contracts or
 
                                         -7-
<PAGE>
 
     otherwise) and all other qualified and nonqualified retirement, pension,
     profit sharing and similar plans of the Company in such manner and at such
     time as are provided under the terms of such plans and arrangements; and
 
               (iii) solely in the case of a termination by reason of the
     Executive's disability pursuant to clause (ii) of Section 7(a), the
     Executive shall be entitled to continue to receive his salary and employee
     benefits for a period of twelve (12) months from the onset of such
     disability; provided, however, that such continued base salary shall be
     reduced dollar-for-dollar by the amount of disability benefits, if any,
     paid to the Executive in accordance with any disability policy or program
     of the Company; and
 
               (iv) except as otherwise provided in Paragraph 16 hereof, all
     other obligations of the Company hereunder shall cease forthwith.
 
          (b) Termination for any Other Reasons. If the Executive resigns with
              ---------------------------------
Good Reason, or if the Executive is discharged other than (x) for Cause or (y)
as a result of the disability of the Executive:
 
               (i) The Company shall pay to the Executive in a lump sum in cash
     within thirty (30) days after the Date of Termination all Accrued
     Obligations.
 
               (ii) The Company shall pay to the Executive in a lump sum in cash
     within thirty (30) days after the Date of Termination a lump sum amount
     equal to the actuarial equivalent of the additional benefit the Executive
     would have accrued under the Retirement Plan, the Supplemental Plan and the
     Nonqualified Arrangements if the Executive's actual service with the
     Company had ended on the last day of the then remaining term of this
     Agreement (taking into account any extensions of such term in effect
     immediately prior to the Date of Termination pursuant to Paragraph l(b))
     and had his covered compensation for each calendar year during such
     additional period equaled his highest covered compensation for any of the
     three most recent calendar years ended prior to the Date of Termination
     (for purposes of the foregoing, actuarial equivalence shall be determined
     in accordance with the Retirement Plan, the Supplemental Plan and the
     Nonqualified Arrangements, as appropriate).
 
               (iii) The Executive shall receive (A) the balance of the base
     salary which as of the Date of Termination remains to be paid to the
     Executive pursuant to Paragraph 3 for the then-remaining term of this
     Agreement (taking into account any extensions of such term in effect
     immediately prior to the Date of Termination pursuant to Paragraph l(b))
     and (B) the product of (1) the Monthly Bonus Amount multiplied by (2) the
     number of full calendar months within the period from the Date of
     Termination through and including the last day of the then-remaining term
     of this Agreement (taking into account any extensions of such term in
     effect immediately prior to the Date of Termination pursuant to Paragraph
     l(b)). If the Executive's termination of employment under this Paragraph
     8(b) occurs within two years following the occurrence of a Change in
 
                                         -8-
<PAGE>
 
     Control, the foregoing amount shall be paid to the Executive in a lump sum
     in cash within thirty (30) days after the Date of Termination. If the
     Executive's termination of employment does not occur within two years
     following the occurrence of a Change in Control, the foregoing amount shall
     be paid to the Executive in substantially equal installments over the
     then-remaining term of this Agreement (taking into account any extensions
     of such term in effect immediately prior to the Date of Termination
     pursuant to Paragraph l(b)); provided, however, that the obligation of the
     Company to make these installment payments to the Executive shall terminate
     forthwith if the Executive shall have breached any of his obligations under
     this Agreement or the Non-Competition and Confidentiality Agreement.
 
               (iv) For the then-remaining term of this Agreement (taking into
     account any extensions of such term in effect immediately prior to the Date
     of Termination pursuant to Paragraph l(b)), the Company shall either (A)
     arrange to provide the Executive, at the Company's cost, with life,
     disability and health-and-accident insurance coverage providing
     substantially similar benefits to those which the Executive was receiving
     immediately prior to the Date of Termination, to the extent the Company
     continues to maintain benefit plans providing for such benefits for
     executives generally or (B) in lieu of providing such coverage, pay to the
     Executive within thirty (30) days after the Date of Termination a lump sum
     amount in cash equal to two (2) times the projected cost to the Company of
     providing the extended benefit coverage referred to in clause (A) (as such
     cost shall be calculated by the Company's benefit consultants, using
     reasonable assumptions). Notwithstanding the foregoing, the benefits
     described above may be discontinued prior to the end of the period provided
     in this subparagraph to the extent, but only to the extent, that the
     Executive receives substantially similar benefits from a subsequent
     employer.
 
               (v) The Executive shall be entitled to receive all benefits
     accrued by him as of the Date of Termination under the Retirement Plan, the
     Supplemental Plan, the Nonqualified Arrangements (but only to the extent
     not previously paid or distributed to the Executive through the purchase of
     annuity contracts or otherwise) and all other qualified and nonqualified
     retirement, pension, profit sharing and similar plans of the Company in
     such manner and at such time as are provided under the terms of such plans.
 
               (vi) All stock options, stock appreciation rights, dividend
     equivalent accounts and other stock interests or stock-based rights awarded
     to the Executive on or before the Date of Termination under the Company's
     Long-Term Incentive Plan, the Executive Incentive Plan or any similar plan
     of the Company shall become fully vested and nonforfeitable as of the Date
     of Termination and the exercise period thereof shall terminate upon the
     later of (A) the first anniversary of the Date of Termination and (B) the
     latest exercise date of such stock options, stock appreciation rights,
     dividend equivalent accounts and other stock interests or stock-based
     rights as set forth in the applicable award agreement; provided, however,
     that in no event shall the exercise period extend
 
                                         -9-
<PAGE>
 
     beyond the tenth anniversary of the date of grant of such stock options,
     stock appreciation rights, dividend equivalent accounts and other stock
     interests or stock-based rights; and provided further, however, that, in
     the sole and absolute discretion of the Board, in lieu of the vesting and
     extension of such awards, the Company may redeem such award (or such
     portion thereof) by paying to the Executive in a lump sum in cash within
     thirty (30) days of the Date of Termination an amount which represents the
     fair value of such award as of the Date of Termination (reduced by any
     amount payable by the Executive under the terms of such award (or such
     portion thereof) as an exercise or purchase price with respect thereto).
 
               (vii) The Executive shall be entitled to receive a pro rata bonus
     for the fiscal year in which the Date of Termination occurs. Such bonus, if
     any, shall be equal to the bonus the Executive would have been entitled to
     receive under his annual incentive arrangement had his employment with the
     Company continued, as determined by the Compensation Committee of the
     Board, times a fraction, the numerator of which is the number of days
     elapsed from the first day of such fiscal year to and including the Date of
     Termination and the denominator of which is 365. Any such bonus shall be
     paid to the Executive, minus all applicable withholding taxes, at the same
     time and in the same manner as active employees of the Company receive
     their bonuses for such fiscal year.
 
               (viii) Except as otherwise provided in Paragraph 16 hereof, all
     other obligations of the Company hereunder shall cease forthwith.
 
               (ix) As a condition to receiving any of the payments and benefits
     in clauses (ii) through (vii) above (the "Conditional Benefits"), the
     Executive shall execute a release (the "Release"), in a form and substance
     satisfactory to the Company, of any claims, whether arising under Federal,
     state or local statute, common law or otherwise, against the Company and
     its direct or indirect subsidiaries, and their respective officers,
     directors and stockholders which arise or may have arisen on or before the
     date of the Release, other than any claims for payments and benefits
     expressly provided for under this Agreement or any rights to
     indemnification from the Company pursuant to any provisions of the
     Company's certificate of incorporation or by-laws or any directors and
     officers liability insurance policies maintained by the Company. If the
     Executive fails or otherwise refuses to execute a Release within a
     reasonable time after the Company's request to do so, the Executive will
     not be entitled to any of the Conditional Benefits. In addition, if,
     following a termination of employment that gives the Employee a right to
     the payment of Conditional Benefits, the Executive engages in any
     activities that violate any of the covenants in Paragraph 6, the Executive
     shall have no further right or claim to any Conditional Benefits and shall
     promptly repay any Conditional Benefits previously received (such repayment
     to be in addition to any other rights or remedies available to the Company
     in respect of such violation).
 
                                      -10-
<PAGE>
 
          (c)  Certain Additional Payments.
               ---------------------------
 
               (i) If Independent Tax Counsel (as defined below) shall determine
     that the aggregate payments made, and benefits provided, to the Executive
     pursuant to this Agreement and any other payments, and benefits provided,
     to the Executive from the Company, its affiliates and plans, which
     constitute "parachute payments" as defined in Section 280G of the Internal
     Revenue Code (or any successor provision thereto) ("Parachute Payments")
     would be subject to the excise tax imposed by Section 4999 of the Internal
     Revenue Code (the "Excise Tax") and if the amount of the Parachute Payments
     in excess of 300% of the "base amount" (as defined in Section 280G of the
     Internal Revenue Code, the "Base Amount") is greater than 10% of the total
     value of the Parachute Payments, then the Executive shall be entitled to
     receive an additional payment (a "Gross-Up Payment") in an amount
     (determined by Independent Tax Counsel) such that after payment by the
     Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up
     Payment and any interest or penalties imposed with respect to such taxes,
     the Executive retains from the Gross-Up Payment an amount equal to the
     Excise Tax imposed upon the payments. For purposes of this Paragraph 8(c),
     "Independent Tax Counsel" shall mean a lawyer, a certified public
     accountant with a nationally recognized accounting firm, or a compensation
     consultant with a nationally recognized actuarial and benefits consulting
     firm with expertise in the area of executive compensation tax law, who
     shall be selected by the Company and shall be reasonably acceptable to the
     Executive, and whose fees and disbursements shall be paid by the Company.
 
               (ii) If Independent Tax Counsel shall determine that no Excise
     Tax is payable by the Executive, it shall furnish the Executive with a
     written opinion that the Executive has substantial authority not to report
     any Excise Tax on the Executive's Federal income tax return. If the
     Executive is subsequently required to make a payment of any Excise Tax,
     then the Independent Tax Counsel shall determine the amount of such
     additional payment ("Gross-Up Underpayment"), and any such Gross-Up
     Underpayment shall be promptly paid by the Company to or for the benefit of
     the Executive. The fees and disbursements of the Independent Tax Counsel
     shall be paid by the Company.
 
               (iii) The Executive shall notify the Company in writing within 15
     days of any claim by the Internal Revenue Service that, if successful,
     would require the payment by the Company of a Gross-Up Payment. If the
     Company notify the Executive in writing that it desires to contest such
     claim and that it will bear the costs and provide the indemnification as
     required by this sentence, the Executive shall: (A) give the Company any
     information reasonably requested by the Company relating to such claim, (B)
     take such action in connection with contesting such claim as the Company
     shall reasonably request in writing from time to time, including, without
     limitation, accepting legal representation with respect to such claim by an
     attorney reasonably selected by the Company, (C) cooperate with the Company
     in good faith in order to effectively contest such claim, and (D) permit
     the Company to participate in any proceedings relating to
 
                                      -11-
<PAGE>
 
     such claim; provided, however, that the Company shall bear and pay directly
     all costs and expenses (including additional interest and penalties)
     incurred in connection with such contest and shall indemnify and hold the
     Executive harmless, on an after-tax basis, for any Excise Tax or income
     tax, including interest and penalties with respect thereto, imposed as a
     result of such representation and payment of costs and expenses. The
     Company shall control all proceedings taken in connection with such
     contest; provided, however, that if the Company directs the Executive to
     pay such claim and sue for a refund, the Company shall advance the amount
     of such payment to the Executive, on an interest-free basis and shall
     indemnify and hold the Executive harmless, on an after-tax basis, from any
     Excise Tax or income tax, including interest or penalties with respect
     thereto, imposed with respect to such advance or with respect to any
     imputed income with respect to such advance.
 
               (iv) If, after the receipt by the Executive of an amount advanced
     by the Company pursuant to subparagraph (iii) above, the Executive becomes
     entitled to receive any refund with respect to such claim, the Executive
     shall, within 10 days, pay to the Company the amount of such refund,
     together with any interest paid or credited thereon after taxes applicable
     thereto.
 
               (v) If Independent Tax Counsel shall make a determination that
     Parachute Payments would be subject to the Excise Tax, but the amount of
     Parachute Payments in excess of 300% of the Base Amount is not greater than
     10% of the total value of the Parachute Payments, then such Parachute
     Payments shall be reduced (but not below zero) but only to the extent the
     Independent Tax Counsel shall determine is necessary that no portion
     thereof shall be subject to the Excise Tax. The determination of
     Independent Tax Counsel under this subparagraph (v) shall be final and
     binding on all parties hereto. No additional payments by the Company or
     return of payments by the Executive shall be required or made if a later
     determination which based on case law, an IRS holding or otherwise would
     result in a recalculation of the Excise Tax implications. Unless the
     Executive gives prior written notice specifying a different order to the
     Company to effectuate the limitations described above, the Company shall
     reduce or eliminate the Parachute Payments by first reducing or eliminating
     those payments or benefits which are not payable in cash and then by
     reducing or eliminating other Parachute Payments, in each case in reverse
     order beginning with payments or benefits which are to be paid the farthest
     in time from the employment termination date. Any notice given by the
     Executive pursuant to the preceding sentence shall take precedence over the
     provisions of any other plan, arrangement of agreement governing the
     Executive's rights and entitlements to any benefits or compensation.
 
     9. Indemnification. The Company shall defend and hold the Executive
        ---------------
harmless to the fullest extent permitted by applicable law in connection with
any claim, action, suit, investigation or proceeding arising out of or relating
to performance by the Executive of services for, or action of the Executive as a
Director, officer or employee of
 
                                      -12-
<PAGE>
 
the Company, or of any other person or enterprise at the request of the Company.
Expenses incurred by the Executive in defending a claim, action, suit or
investigation or criminal proceeding shall be paid by the Company in advance of
the final disposition thereof upon the receipt by the Company of an undertaking
by or on behalf of the Executive to repay said amount unless it shall ultimately
be determined that the Executive is entitled to be indemnified hereunder;
provided, however, that this indemnification arrangement shall not apply to a
nonderivative action commenced by the Company against the Executive. The
foregoing shall be in addition to any indemnification rights the Executive may
have by law, contract, charter, by-law or otherwise.
 
     10. Binding Effect. This Agreement shall be binding upon and inure to the
         --------------
benefit of the heirs and representatives of the Executive and the successors and
assigns of the Company. The Company shall require any successor (whether direct
or indirect, by purchase, merger, reorganization, consolidation, acquisition of
property or stock, liquidation, or otherwise) to all or a significant portion of
its assets, by agreement in form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company, as the case may be, would be required to
perform this Agreement if no such succession had taken place. Regardless whether
such agreement is executed, this Agreement shall be binding upon any successor
of the Company in accordance with the operation of law and such successor shall
be deemed "the Company" or the "Company", as the case may be, for purposes of
this Agreement.
 
     11. Arbitration. Any controversy or claim arising out of or relating to
         -----------
this Agreement or the breach thereof (including the arbitrability of any
controversy or claim), shall be settled by arbitration in accordance with the
internal laws of the Commonwealth of Pennsylvania by three arbitrators, one of
whom shall be appointed by the Board, one by the Executive and the third of whom
shall be appointed by the first two arbitrators. If the first two arbitrators
cannot agree on the appointment of a third arbitrator, then the third arbitrator
shall be appointed by the American Arbitration Association. The arbitration
shall be conducted in accordance with the rules of the American Arbitration
Association, except with respect to the selection of arbitrators which shall be
as provided in this Paragraph 11. The cost of any arbitration proceeding
hereunder shall be borne equally by the Company and the Executive. The award of
the arbitrators shall be binding upon the parties. Judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.
 
     12. Notices. All notices, requests, demands and other communications
         -------
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed within the continental United States by first class
certified mail, return receipt requested, postage prepaid, addressed as follows:
 
                                      -13-
<PAGE>
 
          (a)      to the Board or the Company, to:
 
                   DQE, Inc.
                   Cherrington Corporate Center
                   500 Cherrington Parkway
                   Suite 100
                   Moon Township, PA  15108
                   Attention:  Board of Directors
 
                   with a copy to:
 
                   David R. High
                   Vice President and General Counsel
                   DQE, Inc.
                   411 Seventh Avenue
                   9th Floor (9-1)
                   Pittsburgh, PA  15219
 
          (b)      to the Executive, to:
 
                   Morgan K. O'Brien
                   4455 E. Lawnview Drive
                   Pittsburgh, PA  15227
 
Addresses may be changed by written notice sent to the other party at the last
recorded address of that party.
 
     13. No Assignment. Except as otherwise expressly provided herein, this
         -------------
Agreement is not assignable by any party and no payment to be made hereunder
shall be subject to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or other charge.
 
     14. Execution in Counterparts. This Agreement may be executed by the
         -------------------------
parties hereto in two or more counterparts, each of which shall be deemed to be
an original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.
 
     15. Jurisdiction and Governing Law. Jurisdiction over disputes with regard
         ------------------------------
to this Agreement shall be exclusively in the courts of the Commonwealth of
Pennsylvania, and this Agreement shall be construed and interpreted in
accordance with and governed by the laws of the Commonwealth of Pennsylvania,
other than the conflict of laws provisions of such laws.
 
     16. Survival. The provisions of this Paragraph 16 and of Paragraphs 8, 9,
         --------
10, 11, 13, 15, 17, 18 and 19 of this Agreement shall survive the termination of
this Agreement to the extent necessary or appropriate to effectuate the
respective purposes of such provisions.
 
                                      -14-
<PAGE>
 
     17. No Mitigation Required. The Executive shall not be required to mitigate
         ----------------------
damages or the amount of any payment provided for under this Agreement by
seeking other employment or otherwise, and, except as otherwise expressly
provided in Paragraph 8(b)(iii), in no event shall the amount of any payment
provided for under this Agreement be reduced by any compensation earned by the
Executive as the result of employment by another employer or otherwise after the
Date of Termination.
 
     18. Severability. If any provision of this Agreement shall be adjudged by
         ------------
any court of competent jurisdiction to be invalid or unenforceable for any
reason, such judgment shall not affect, impair or invalidate the remainder of
this Agreement.
 
     19. Prior Understandings. This Agreement embodies the entire understanding
         --------------------
of the parties hereof, and supersedes all other oral or written agreements or
understandings between them regarding the subject matter hereof. No change,
alteration or modification hereof may be made except in a writing, signed by
each of the parties hereto. The headings in this Agreement are for convenience
and reference only and shall not be construed as part of this Agreement or to
limit or otherwise affect the meaning hereof. Notwithstanding the foregoing, the
Non-Competition and Confidentiality Agreement shall remain in full force and
effect in accordance with its terms.
 
          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
 
Attest:                           DQE, INC.
 
 
/s/William J. DeLeo               By       /s/David R. High
-----------------------------       --------------------------------------------
                                           David R. High
                                           Vice President and General Counsel
 
 
                                  By:      /s/Robert P. Bozzone
                                     -------------------------------------------
                                           Robert P. Bozzone
                                           Chairman, Compensation Committee
 
 
                                  EXECUTIVE
 
 
                                  By       /s/Morgan K. O'Brien
                                    --------------------------------------------
                                           Morgan K. O'Brien
 
                                        -15-
 

Exhibit 10.11

 

SEVERANCE AGREEMENT

BETWEEN

DUQUESNE LIGHT HOLDINGS, INC.

AND

MORGAN K. O’BRIEN

 

THIS AGREEMENT is by and between Duquesne Light Holdings, Inc., a Pennsylvania corporation (the “Company”) and Morgan K. O’Brien (the “Executive”), and is made effective as of the 23rd of December 2003.

 

W I T N E S S E T H:

 

WHEREAS, the Executive is a valuable employee of the Company, an integral part of its management, and a key participant in the decision-making process relative to short-term and long-term planning and policy of the Company; and

 

WHEREAS, the Company wishes to encourage the Executive to continue his career and services with the Company for the period during and after an actual or threatened Change in Control; and

 

WHEREAS, the Board of Directors of the Company, at its meeting on October 20, 2003, determined that it would be in the best interests of the Company and its shareholders to assure continuity in the management of the Company’s administration and operations in the event of a Change in Control by entering into this Agreement with the Executive;

 

NOW, THEREFORE, it is hereby agreed by and between the parties hereto as follows:

 

1. Definitions.

 

a. “Affiliate” shall mean any parent or Subsidiary of the Company.

 

b. “Board” shall mean the Board of Directors of the Company.

 

c. “Cause” shall mean (i) the Executive’s fraud or dishonesty, which, in the good faith opinion of the Company, are harmful to the Company; (ii) the willful and continued failure by Executive to substantially perform his or her duties or obligations (other than such failure resulting from Executive’s incapacity due to illness or leaves of absence approved by the Company) resulting or reasonably likely to result in material harm to the Company provided such failure remains uncured for a period of 10 business days after written notice describing the same is received by Executive; (iii) Executive’s conviction of any felonious crime or offense; or (iv) the unauthorized securing by Executive of any personal profit in connection with the business of the Company or any of its subsidiaries. “Cause” shall be determined in good faith by a vote of at least two-thirds of the non-employee directors of the Company at a meeting of the Board at which the Executive is provided an opportunity to be heard.


d. “Change in Control” shall mean:

 

(i) any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act (“Person”)) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (C) by any underwriter temporarily holding securities pursuant to an offering of such securities;

 

(ii) a purchase by any Person of shares pursuant to a tender or exchange offer to acquire any stock of the Company (or securities convertible into stock) for cash, securities or any other consideration provided that, after closing of the offer, such Person will be the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of the outstanding voting stock of the Company (calculated as provided in Section (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire stock), or, if earlier, Board recommendation to shareholders of the Company of approval of the purchase by any Person of shares pursuant to a tender or exchange offer to acquire any stock of the Company (or securities convertible into stock) for cash, securities or any other consideration provided that, after closing of the offer, such Person would be the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of the outstanding voting stock of the Company;

 

(iii) shareholder approval of a transaction that involves (A) any consolidation, merger, or share exchange (a “Business Combination”) of the Company, other than a Business Combination in which the holders of common stock of the Company immediately prior to the Business Combination directly or indirectly own, in substantially the same proportions, at least 80% of the outstanding voting stock of the continuing or surviving corporation, (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company (except to an entity 80% of the outstanding voting stock of which is owned, in substantially the same proportions, directly or indirectly, by the holders of common stock of the Company immediately prior to such transaction), (C) any acquisition of the voting stock of the Company where, after the Business Combination, one Person would own, directly or indirectly, 100% of the outstanding voting stock of the Company

 

2


(except where the holders of the Company’s common stock immediately prior to such Business Combination would own, in substantially the same proportions, directly or indirectly, at least 80% of the outstanding stock of the acquiring entity immediately after the Business Combination); or

 

(iv) replacement of a majority of the members of the Board during any 12-month period by directors whose appointment or election is not endorsed (whether directly or by way of approval of a merger, acquisition or similar agreement) by a majority of the members of the Board prior to the date of the appointment or election.

 

With respect to Section 1(d)(ii) and 1(d)(iii) hereof, upon public announcement of the Board’s determination that the tender or exchange offer or the transaction that was the subject of shareholder approval will not be closed, a Change in Control shall be deemed not to have occurred from such date forward and this Agreement shall continue in effect as if no Change in Control had occurred, except with respect to any termination of employment requiring payments under Section 3 hereof that occurs prior to such Board determination. If, after determining that an offer or transaction will not be closed, the Board determines that the Company should resume a tender or exchange offer or transaction described in Sections 1(d)(ii) or 1(d)(iii), the public announcement of any such resumption shall be deemed to constitute a Change in Control for purposes of this Agreement if the terms of such offer or transaction are such that they would still constitute a Change in Control.

 

e. “Compensation” shall mean the sum of (i) the Executive’s annual rate of base salary on the last day the Executive was an employee of the Company (or if higher, the annual rate in effect on the date of the Change in Control) (the “Annual Salary”), and (ii) an annual cash bonus amount determined by multiplying (A) the Executive’s Annual Salary, times (B) the Executive’s annual cash bonus target percentage for the year of termination of employment, times (C) the highest annual cash bonus multiplier used to determine the Executive’s annual cash bonus at any time during the 3 years preceding the year in which the termination of employment occurs (such annual cash bonus, as determined pursuant to this subsection (e), the “Annual Bonus”); provided, however, that any reduction in annual rate of base salary that would constitute a Constructive Discharge hereunder shall be disregarded for purposes of determining the Executive’s Annual Salary.

 

f. “Competing Business” shall mean any person, corporation or other entity engaged in the following businesses within 150 miles of Company’s headquarters in Pittsburgh, Pennsylvania [and, if necessary, 150 miles from the headquarters of any “buyer”]: (i) the transmission, distribution and sale of electric energy; or (ii) any other business in which the Company or any of its Subsidiaries was engaged, or with respect to which the Company or any of its Subsidiaries had taken substantial steps to engage in, as of the Executive’s date of termination of employment.

 

3


g. “Confidential Information” shall mean all information disclosed to Executive or known by Executive as a consequence of or through Executive’s employment, that is not publicly available or generally known in the industry in which the Company and/or an Affiliate is or may become engaged about the Company’s or an Affiliates’ business, products, processes, and services, including, but not limited to, proprietary information and trade secrets of the Company and its Affiliates, and information relating to research, development, inventions, computer program designs, flow charts, source and object codes, products and services under development, pricing and pricing strategies, marketing and selling strategies, power generating, servicing, purchasing, accounting, engineering, costs and costing strategies, sources of supply, customer lists, customer requirements, business methods of practices, training and training programs, and the documentation thereof. It will be presumed that information supplied to the Company and its Affiliates from outside sources is Confidential Information unless and until it is designated otherwise.

 

h. “Constructive Discharge” shall mean any of the following:

 

(i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive’s positions with the Company (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any action by the Company that results in diminution in such positions, authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Company within the time period set forth in this Section 1(h); provided, that, for purposes of this Section 1(h)(i), the Executive occupying the same position or title, but with a company whose voting securities are not publicly held and that is not the ultimate parent company of surviving entity in a transaction involving the Company, shall constitute Constructive Discharge;

 

(ii) any material failure by the Company to comply with any of the provisions of this Agreement;

 

(iii) the Company requiring the Executive to be based at any office or location more than 35 miles from the location at which he performed services immediately prior to the occurrence of the Change in Control;

 

(iv) a reduction in the Executive’s rate of base pay or bonus opportunity (except if such reduction is a part of a reduction for all executive officers of the Company or a Subsidiary);

 

(v) a material reduction in the benefits under the Long-Term Incentive Plan the Executive has an opportunity to receive at the date hereof;

 

(vi) a material reduction in the combined annual benefit accrual rate under the SERP and/or the Company’s qualified defined benefit pension plans from the annual benefit accrual rate in effect at the date hereof;

 

4


(vii) a material reduction in the long-term disability and life insurance coverage provided to the Executive at the date hereof; or

 

(viii) failure of a successor or assign to assume and agree to perform this Agreement pursuant to Section 12 hereof.

 

No event described hereunder with respect to a reduction in any benefits provided by the Company shall constitute a Constructive Discharge if such reduction results from any change in legal requirements, and the Company is not able, at commercially reasonable cost, to replace such lost or reduced benefits with other benefits that are substantially equivalent thereto. No such event described hereunder shall constitute Constructive Discharge unless the Executive has given written notice to the Company specifying the event relied upon for such termination within one hundred eighty (180) days after the occurrence of such event (or, if earlier, prior to the end of the Coverage Period) and the Company has not remedied such within 30 days of receipt of such notice.

 

The Company and Executive, upon mutual written agreement, may agree that an event that would otherwise constitute a Constructive Discharge under any of the foregoing provisions shall not constitute a Constructive Discharge.

 

i. “Coverage Period” shall begin on the date on which a Change in Control occurs and end on the earlier of (i) the date on which public announcement is made by the Company of its intention to abandon a Change in Control transaction, or (ii) the date 24 full calendar months following the date on which a Change in Control occurs; provided, however, that if the Change in Control is based on a tender or exchange offer or shareholder approval pursuant to Sections 1(d)(ii) or 1(d)(iii), and the transaction is not abandoned, the last day of the Coverage Period shall be the date that is 24 full calendar months following the date of the consummation of the tender or exchange offer or the transaction that was the subject of shareholder approval, as the case may be.

 

j. “Disability” shall mean an injury or illness that permanently prevents the Executive from performing services for the Company and that qualifies the Executive for payments under the Company’s long-term disability plan.

 

k. “Invention” shall mean discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, apparatus, processes, methods, techniques, and formulae, as well as improvements thereof or know-how related thereto, relating to any present or prospective activities of the Company and its Affiliates.

 

l. “SERP” shall mean the Pension Service Supplement Plan for DQE, Inc. and Affiliates or other similar special pension benefit arrangements.

 

m. “Subsidiary” or “Subsidiaries” shall mean with respect to the Company, any corporation, partnership, limited liability company or other entity of which (i) if a corporation fifty (50) percent or more of the total voting power of shares of stock entitled

 

5


(without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by the Company, one or more of the Subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company or other entity, fifty (50) percent or more of the partnership, membership or other similar equity ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company, one or more of the other Subsidiaries of the Company or a combination thereof. For purposes hereof, the Company and its Subsidiaries will be deemed to have fifty (50) percent or more ownership interest in a partnership, limited liability company or business entity if the Company and its Subsidiaries are allocated fifty (50) percent or more of partnership, limited liability company or other entity gains or losses or control the general partner, managing member or similar managing body of such partnership, limited liability company or other entity.

 

n. “Works” shall mean, to the extent created by Executive in the course of or as a result of Executive’s employment by the Company, all material and information fixed in a tangible medium of expression, including, but not limited to, notes, drawings, memoranda, correspondence, documents, records, notebooks, flow charts, computer programs and source and object codes.

 

2. Term.

 

This Agreement shall be effective as of the date first above written and shall continue thereafter through December 31, 2008, and until 24 full calendar months following the date of occurrence of a Change in Control (if such Change of Control event occurs on or before December 31, 2008) or, if the Change in Control event is based on a tender or exchange offer pursuant to Section 1(d)(ii) or shareholder approval pursuant to Section 1(d)(iii), 24 full calendar months following the date of the closing of the tender or exchange offer or the transaction that was the subject of shareholder approval (if such Change of Control event occurs on or before December 31, 2008); provided, however, Section 10 shall continue in effect beyond the term of this Agreement and beyond the Executive’s termination of employment with the Company; provided, further, that this Agreement shall in no event terminate prior to satisfaction of all of the Company’s or a successor’s obligations in connection with a termination of the Executive’s employment occurring within the Coverage Period.

 

3. Severance Benefit.

 

a. If, any time during the Coverage Period, the Executive’s employment is terminated by the Company for any reason other than Cause, death or Disability or the Executive’s employment is terminated by the Executive because of a Constructive Discharge, then,

 

(i) no later than the earlier of (A) five business days after such termination or (B) immediately prior to the date of the consummation of a transaction that constitutes a Change in Control if it is determined prior to such date that the Executive’s employment will be terminated by the Company for a reason other than Cause, death or Disability or that the Executive will have

 

6


experienced a Constructive Discharge and the effective date of the termination of the Executive’s employment will be on or before the consummation of a transaction that constitutes a Change in Control, the Company shall pay to the Executive (or, if the Executive dies after termination of employment but before receiving all payments to which he has become entitled hereunder, to the estate of the Executive)

 

(A) a lump sum of cash payment of accrued but unpaid salary and accrued but unused vacation;

 

(B) a lump sum cash payment of a prorated portion of the Executive’s Annual Bonus determined by calculating the product of (1) the amount of the Executive’s Annual Bonus, and (2) a fraction, the numerator of which is the number of days worked in the year in which the termination of employment occurs and the denominator of which is 365;

 

(C) a lump sum cash amount equal to three times the Executive’s Compensation;

 

(D) a lump sum cash amount (determined by the Board in accordance with Exhibit A hereof) equal to the value of the stock options, restricted stock and/or other equity-based awards that, in the ordinary course of business consistent with past practice, would have become vested and exercisable or with respect to which restrictions would have lapsed, as the case may be, during the 24-month period immediately following termination of the Executive’s employment (excluding for this purpose any options, restricted stock or other equity-based awards that become vested and exercisable because of the transaction that constituted the Change in Control); and

 

(E) a lump sum cash amount (determined by the Board in accordance with Exhibit B hereof) equal to (1) the present value of the benefits (calculated assuming the Executive would begin receiving benefits at the end of the three-year period following termination of employment, based on the actuarial assumptions used for purposes of the Company’s qualified defined benefit plans, and, for purposes of determining the present value of such benefits, using the 30-year treasury rate as of November of the prior year and the applicable mortality table as defined in Section 417(e) of the Internal Revenue Code of 1986, as amended, (the “Code”)) that would have been paid under the Company’s qualified defined benefit retirement plans in place and operational on the date of termination and the SERP (with any actual and assumed payments hereunder with respect to the qualified defined benefit retirement plans being considered for purposes of determining the amount payable with respect to the SERP under this sentence) as if, for vesting and benefit accrual purposes, the Executive (x) had continued to be employed and

 

7


participated in such plans for the three-year period following employment termination (with bonus years also credited with respect to such additional years of service, provided that in no event shall the aggregate of all years of service exceed 35), and (y) had continued to receive compensation for three additional years following termination of employment at a rate equal to the Executive’s Compensation, less (2) the payments that are actually made (or which would have been made if the Executive were eligible to begin receiving benefits at the time of employment termination) under the Company’s qualified defined benefit retirement plans and the SERP, it being understood by all parties hereto that payments made under this Agreement and the deemed three-year period shall not be considered for purposes of determining the actual benefits payable under the terms of the qualified defined benefit plans and the SERP and shall not be part of the relevant payroll records for purposes of the Company’s qualified retirement plan and the SERP; and

 

(ii) in addition, for the period commencing with the month in which termination of employment occurs and ending 36 months thereafter, (A) the Executive shall be entitled to continuation of AYCO financial services (or similar financial services), and (B) the Executive and, as applicable, the Executive’s covered dependents, shall be entitled to life, health, hospitalization and long-term disability coverage, as maintained from time to time by the Company, and in each case as provided immediately prior to the termination of the Executive’s employment by the Company to its employees generally or to the Executive on an individual or group basis whether maintained pursuant to a plan, policy or other arrangement (written or unwritten), as if the Executive were still employed during such period, at the same level of benefits and at the same dollar cost to the Executive as is available generally to employees of the Company at a comparable level; provided, however, that if the Executive is eligible for retiree medical benefits upon termination of employment, the Executive may elect during such 36-month period to receive retiree medical benefits under the Company’s retiree medical plan, policy or other arrangement (written or unwritten) pursuant to the terms of such plan, policy or other arrangement, and any such retiree medical benefits shall be provided in lieu of the corresponding benefits provided pursuant to subsection 3(a)(ii)(B). If the Company reasonably determines that the coverage required under subsection 3(a)(ii)(B) (not including retiree medical benefits) would cause a welfare plan sponsored by the Company to violate any provision of the Code prohibiting discrimination in favor of highly compensated employees or key employees, or if any benefits described in subsection 3(a)(ii)(B) (not including retiree medical benefits) cannot be provided (or the Company determines that it does not wish to provide such benefits) pursuant to the appropriate plan or program maintained for employees of the Company, the Company shall provide such benefits outside such plan or program at no additional cost (including, without limitation, tax costs) to the Executive or, as determined by the Company in its sole discretion, the Company will pay to the Executive the cash equivalent thereof. The benefits provided in accordance with this Section 3(a)(ii) shall be secondary to any comparable benefits provided by another employer.

 

8


b. In the event of the Executive’s death during the Coverage Period, this Agreement shall terminate and the Company’s only obligation under this Agreement shall be to pay the Executive’s estate or legal representative the Executive’s annual base salary provided herein to the extent earned by the Executive prior to the Executive’s death. The Company may, in its sole discretion, pay the estate or legal representative a bonus that the Executive earned prior to his death. The Company shall have no further obligations under this Agreement. Nothing contained herein shall affect the Company’s obligation(s) to provide death benefits under any plan, policy, or arrangement other than this Agreement.

 

c. In the event of the termination of the Executive’s employment during the Coverage Period due to the Executive’s Disability, the Company’s only obligation under the Agreement shall be to pay to the Executive or his personal representative the Executive’s annual base salary to the extent earned by the Executive prior to the termination of employment and a prorated portion of the Executive’s Annual Bonus determined by calculating the product of (1) the amount of the Executive’s Annual Bonus for the year in which such termination of employment occurs, and (2) a fraction, the numerator of which is the number of days worked in the year in which the termination of employment occurs and the denominator of which is 365. The Company shall have no further obligations under this Agreement. Nothing contained herein shall affect the Company’s obligation(s) to provide disability benefits to the Executive under any plan, policy, or arrangement other than this Agreement.

 

d. In the event that the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without experiencing a Constructive Discharge, the Company shall only be obligated to pay to the Executive the Executive’s annual base salary to the extent earned by the Executive prior to the termination of employment and any earned Annual Bonus for the prior fiscal year to the extent same has not previously been paid to Executive. The Company shall have no further obligations under this Agreement.

 

e. (i) If Independent Tax Counsel shall determine that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, and any other payments and benefits provided or to be provided to the Executive from the Company or any of its Affiliates or any successors thereto constitute “parachute payments” as defined in Section 280G of the Code (or any successor provision thereof) (“Parachute Payments”) which would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Parachute Payments provided under this Agreement shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax; provided, however, that the Executive’s agreement to, and compliance with, the provisions of Section 10 hereof shall constitute personal services to be rendered on or after the date of a change in ownership or control (as those terms are

 

9


used in treasury regulations promulgated under Code Section 280G) by the Executive for purposes of determining whether or not an Excise Tax will be incurred, and the amount of the payments and benefits under this Agreement that are treated as reasonable compensation for such services shall in no event be deemed to be less than the sum of (A) Compensation, and (B) one-third of the amount determined under Section 3(a)(i)(D) hereof. The determination required to be made pursuant to the preceding sentence shall be made by the Independent Tax Counsel at or within a reasonable period prior to the time when payments are first made to the Executive pursuant to Section 3(a)(i) hereof. Unless the Executive gives prior written notice specifying a different order to the Company to effectuate the limitations described above, the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating other Parachute Payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time form the employment termination date. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement of agreement governing your rights and entitlements to any benefits or compensation. For purposes of this Section 3(e), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid by the Company.

 

(ii) If at any time after the application of Section 3e(i) it is determined by the IRS or otherwise that the Executive would still be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount determined by Independent Tax Counsel such that after payment by the Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, the Executive retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the payments and benefits.

 

(iii) The Company shall, or shall require Independent Tax Counsel to, furnish to the Executive written supporting calculations (including an explanation of assumptions and positions taken with respect to such calculations) and a written opinion that the Executive may rely upon when preparing his Federal income tax return.

 

10


(iv) The Executive shall notify the Company in writing within 15 days of any claim by the Internal Revenue Service that, if successful, would require the payment by the Executive of an Excise Tax. If the Company notifies the Executive in writing that it desires to contest such claim and that it will bear the costs and provide the indemnification as required by this sentence, the Executive shall:

 

(A) give the Company any information reasonably requested by the Company relating to such claim,

 

(B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

 

(C) cooperate with the Company in good faith in order to effectively contest such claim, and

 

(D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings taken in connection with such contest; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance.

 

f. In the event of any termination of the Executive’s employment described in Sections 3(a) through 3(d), the Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment; provided, however, that to the extent the Executive receives medical and health benefits from a subsequent employer, medical and health benefits under Section 3(a)(ii) shall be secondary to those received from the subsequent employer.

 

g. It is intended that the payments and benefits provided under this Agreement are in lieu of, and not in addition to, termination or severance payments and benefits provided under the Company’s other termination or severance plans or agreements (“Other Termination Benefits”). Other Termination Benefits the Executive receives, or is entitled to receive in the future, shall reduce payments and benefits provided hereunder unless, either the payments and benefits hereunder or the Other Termination Benefits are waived by the Executive.

 

h. Notwithstanding any provision herein to the contrary, the Company shall not have any obligation to pay any amount or provide any benefit, as the case may be, under this Agreement, unless and until (i) the Executive executes (A) a release of the

 

11


Company, its Affiliates and related parties, in such form as the Company may reasonably request, of all claims against the Company, its Affiliates and related parties relating to the Executive’s employment and termination thereof and (B) an agreement to continue to comply with, and be bound by, the provisions of Section 10 hereof, and (ii) the expiration of any applicable waiting or revocation periods related to such release and agreement.

 

i. In no event shall a termination of the Executive’s employment that occurs before or after the Coverage Period, whether by the Company or by the Executive, entitle the Executive to any benefits or payments under this Agreement.

 

4. Source of Payments.

 

The Company shall not be required to establish a special or separate fund or other segregation of assets to assure such payments, and, if the Company shall make any investments to aid it in meeting its obligations hereunder, the Executive shall have no right, title or interest whatever in or to any such investments except as may otherwise be expressly provided in a separate written instrument relating to such investments. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company and the Executive or any other person. To the extent that any person acquires a right to receive payments from the Company such right shall be no greater than the right of an unsecured creditor of the Company.

 

5. Litigation Expenses: Arbitration.

 

a. Full Settlement, Litigation Expenses; Arbitration. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. The Company agrees to pay, upon written demand therefor by the Executive, all legal fees and expenses the Executive reasonably incurs as a result of any dispute or contest (regardless of the outcome thereof) by or with the Company or others regarding the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case, interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. The Executive agrees to repay to the Company any such fees and expenses paid or advanced by the Company if and to the extent that the Company or such others obtains a judgment or determination that the Executive’s claim was frivolous or was without merit from the arbitrator or a court of competent jurisdiction from which no appeal may be taken, whether because the time to do so has expired or otherwise. Notwithstanding any provision hereof or any other agreement, the Company may offset any other obligation it has to the Executive by the amount of such repayment. In any such action brought by the Executive for damages or to enforce any provisions of this Agreement, he shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Company’s obligations hereunder, in his sole discretion. The obligation of the Company and the Executive under this Section 5 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Executive, upon the expiration of this Agreement or otherwise).

 

12


b. Except for disputes involving the provisions of, or matters addressed in, Section 10 hereof, in the event of any dispute or difference between the Company and the Executive with respect to the subject matter of this Agreement and the enforcement of rights hereunder that cannot be promptly resolved by the parties shall be submitted to and settled exclusively by arbitration in accordance with the provisions of this subparagraph. The arbitrator or arbitrators shall be selected by agreement of the parties or, if they cannot agree on an arbitrator or arbitrators within 30 days after either party has notified the other party of such party’s desire to have the question settled by arbitration, then the arbitrator or arbitrators shall be selected by the American Arbitration Association (the “AAA”) in Pittsburgh, Pennsylvania, upon the application of either party. The determination reached in such arbitration shall be final and binding on both parties without any right of appeal or further dispute. The judgment of the arbitrator or arbitrators may be filed as a judgment in any court of competent jurisdiction, and execution of the determination by such arbitrator(s) may be sought in any court of competent jurisdiction. The arbitrator(s) shall not be bound by judicial formalities and may abstain from following the strict rules of evidence. Unless otherwise agreed by the parties, any such arbitration shall take place in Pittsburgh, Pennsylvania, and shall be conducted in accordance with the Rules of the AAA. The Executive’s expenses for such proceeding shall be paid, or repaid to the Company, as the case may be, as provided in Section (a) of this Section 5.

 

6. Tax Withholding.

 

The Company may withhold from any payments made under this Agreement all federal, state or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

 

7. Entire Understanding.

 

Upon the commencement of the Coverage Period, this Agreement shall supersede any severance or termination agreements, plans or policies and any non-competition and confidentiality agreements, plans or policies entered into prior to the date first set forth above by and between the Company and the Executive or otherwise applicable to the Executive with respect to the subject matter hereof, including, but not by way of limitation, the Executive’s employment agreement dated September 14, 2001. Such existing agreements, plans or policies shall remain in full force and effect and shall not be affected hereby if Executive’s employment should terminate prior to the commencement of the Coverage Period.

 

8. Severability.

 

If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall to the full extent consistent with law continue in full force and effect.

 

13


9. Notices.

 

All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

a. to the Company:

 

Duquesne Light Holdings, Inc.

411 Seventh Avenue

Pittsburgh, Pennsylvania 15219

Attention: Chief Legal Officer

 

b. to the Executive:

 

Morgan K. O’Brien

4455 East Lawnview Avenue

Pittsburgh, Pennsylvania 15227

 

or to such other address as either party shall have previously specified in writing to the other.

 

10. Confidentiality, Inventions, Works, Non-compete, Non-solicitation, etc.

 

The Executive acknowledges that the severance benefits provided hereunder are substantial and are good and adequate consideration for the purposes of the covenants, promises and agreements of this Section 10 and all other provisions of this Agreement.

 

a. The Executive acknowledges that all Confidential Information shall at all times remain the property of the Company and its Affiliates. The Executive will safeguard and maintain on the premises of the Company, to the extent possible in the performance of the Executive’s work for the Company or an Affiliate, all documents and things that contain or embody Confidential Information. Except as required as part of the Executive’s duties to the Company or as may otherwise be required by law or legal process, the Executive will not, during his employment by the Company, or thereafter, directly or indirectly use, divulge, disseminate, disclose, lecture upon, or publish any Confidential Information without having first obtained written permission from the Company to do so.

 

b. (i) All Inventions made or conceived by the Executive, either solely or jointly with others, (A) during the Executive’s employment by the Company and (B) within one (1) year after termination of such employment, whether or not such Inventions are made or conceived during the hours of the Executive’s employment or with the use of the Company’s or Affiliates’ facilities, materials, or personnel, will be the property of the Company or its nominees.

 

14


(ii) The Executive will, without royalty or any additional consideration:

 

(A) inform the Company promptly and fully of such Inventions by written report, setting forth in detail a description, the operation and the results achieved;

 

(B) assign to the Company all the Executive’s right, title, and interest in and to such Inventions, any applications for Untied States and foreign Letters Patent, any continuations, divisions, continuations-in-part, reissues, extensions or additions thereof filed for upon such Inventions and any United States and foreign Letters Patent;

 

(C) assist the Company or its nominees, at the expense of the Company, to obtain, maintain and enforce such United States and foreign Letters Patent for such Inventions as the Company may elect; and

 

(D) execute, acknowledge, and deliver to the Company at its expense such written documents and instruments, and do such other acts, such as giving testimony in support of the Executive’s inventorship and invention, as may be necessary in the opinion of the Company to obtain, maintain or enforce the United States and foreign Letters Patent upon such Inventions and to vest the entire right and title thereto in the Company and to confirm the complete ownership by the Company of such inventions.

 

c. All Works created by the Executive during his employment by the Company will be and remain exclusively the property of the Company. Each such Work is a “work for hire” and the Company may file applications to register copyright as author thereof. The Executive will take whatever steps and do whatever acts the Company reasonably requests, including, but not limited to, placement of the Company’s proper copyright notice on such Works to secure or aid in securing copyright protection and will assist the Company or its nominees in filing applications to register claims of copyright in such works. The Executive will not reproduce, distribute, display publicly, or perform publicly, alone or in combination with any data processing or network system, any Works of the Company without the written permission from the Company.

 

d. The Executive covenants and agrees that during the period of the Executive’s employment by the Company or an Affiliate and for a period of one (1) year following the termination of the Executive’s employment for any reason, including, without limitation, termination by the Company for Cause or without Cause or by the Executive with or without a Constructive Discharge, the Executive shall not engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that the Executive shall have the right to accept employment with a Competing Business whose business is diversified (the “Diversified Business”), if the employment is with a part of

 

15


the Diversified Business which is not a Competing Business and if, prior to accepting such employment, the Executive furnishes written assurances reasonably satisfactory to the Company from the Diversified Business and from the Executive that the Executive will not render services directly or indirectly in connection with any Competing Business. The Executive recognizes that the Company and its Affiliates conduct or intend to conduct business within the geographic area set forth herein, and therefore, the Executive agrees that this restriction is reasonable and necessary to protect the Company’s and its Affiliates’ business.

 

e. The Executive agrees that for a period of two (2) years following the termination of the Executive’s employment with the Company for any reason, voluntary or involuntary, including, without limitation, termination by the Company for Cause or without Cause or by the Executive with or without a Constructive Discharge, the Executive shall not, directly or indirectly, solicit the business of, or do business with, any customer, supplier, or prospective customer or supplier of the Company or an Affiliate of the Company with whom the Executive had direct or indirect contact or about whom the Executive may have acquired any knowledge while employed by the Company.

 

f. The Executive agrees that, during the Executive’s employment with the Company and for a period of two (2) years following termination of the Executive’s employment with the Company for any reason, voluntary or involuntary, including, without limitation, termination by the Company for Cause or without Cause or by the Executive with or without a Constructive Discharge, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company or an Affiliate of the Company to leave the Company or an Affiliate for any reason whatsoever, or hire or solicit the services of any employee of the Company or an Affiliate.

 

g. The Executive understands and agrees that any violation of this Agreement shall be deemed material to continuing employment and could result in disciplinary action up to and including termination. The Executive acknowledges that the legal remedy available to the Company and its Affiliates for any breach of covenants on the part of the Executive may be inadequate, and, therefore, in the event of any threatened or actual breach of this Agreement, the Company or an Affiliate shall be entitled to specific enforcement of this Agreement through injunctive or other equitable relief in a court with appropriate jurisdiction. The existence of any claim or cause of action by the Executive or other against the Company or an Affiliate, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement by the Company or an Affiliate of this Agreement. Unless otherwise agreed to in writing by the parties, Section 5(b) of this Agreement shall not apply or otherwise limit the parties’ rights with respect to any cause of action (or portion of any cause of action) involving the provisions or subject matter of this Section 10.

 

h. Termination of the Executive’s employment for any reason, voluntary or involuntary, including, without limitation, termination by the Company for Cause or without Cause or by the Executive with or without a Constructive Discharge, shall not

 

16


impair or relieve the Executive of any of the Executive’s obligations hereunder. Upon termination of the Executive’s employment, for whatever reason, or upon request by the Company, the Executive will deliver to the Company the originals and all copies of notes, sketches, drawings, specifications, memoranda, correspondence, documents, records, notebooks, computer disks and computer tapes and other repositories of Confidential Information and inventions then in the Executive’s possession or under Executive’s control, whether prepared by the Executive or by others. Upon termination of the Executive’s employment, for whatever reason, or upon request by the Company, the Executive will deliver to the Company the originals and all copies of Works then in the Executive’s possession or under the Executive’s control.

 

11. No Attachment.

 

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

12. Binding Agreement.

 

This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Agreement, the Company shall require such successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in this Agreement, the term “Company” shall mean the Company as previously defined and any successor that assumes and agrees (or is otherwise required) to perform the Agreement.

 

13. Modification and Waiver.

 

This Agreement may not be terminated, modified or amended except by an instrument in writing signed by the parties hereto. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument signed by the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

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14. Headings of No Effect.

 

The Section headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning of interpretation of any of the provisions of this Agreement.

 

15. Revocation, Executive Acknowledgments, and Effective Date.

 

The Executive shall have seven (7) calendar days after signing the Agreement to revoke it. Such revocation shall be in writing to the Company at the address set forth in Section 9. The Executive acknowledges that he has read and understands the provisions of this Agreement. The Executive further acknowledges that he has been given an opportunity for his legal counsel to review this Agreement (or is given the opportunity to do so prior to the end of the revocation period hereunder) and that the provisions of this Agreement are reasonable and that he has received a copy of this Agreement.

 

16. Not Compensation for Other Plans.

 

It is understood by all parties hereto that amounts paid and benefits provided hereunder are not to be considered compensation, earnings or wages for purposes of any employee benefit plan of the Company or its Affiliates, including, but not limited to, the SERP and the Company’s qualified retirement plans.

 

17. Governing Law

 

This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Pennsylvania.

 

IN WITNESS WHEREOF, the Company through its officers duly authorized, and the Executive both intending to be legally bound have duly executed and delivered this Agreement, to be effective as of the date first set forth above.

 

 

 

 

 

 

 

  

DUQUESNE LIGHT HOLDINGS, INC.

 

 

 

Date: December 23, 2003

  

By:

  

/s/ Maureen L. Hogel


 

 

 

  

EXECUTIVE

 

 

Date: December 23, 2003

  

/s/ Morgan K. O’Brien


 

  

Morgan K. O’Brien

 

18


Schedule to Exhibit 10.11

 

Substantially identical Severance Agreements were entered into with the following executive officers on the following dates:

 

 

 

 

 

 

Name


  

Title


  

Date


Joseph G. Belechak

  

Senior VP and Chief Operations Officer

  

12/23/03

Maureen L. Hogel

  

Senior VP and Chief Legal & Admin. Officer

  

12/10/03

Stevan R. Schott

  

Senior VP and Chief Financial Officer

  

12/23/03

James E. Wilson

  

Senior VP and Chief Strategic Officer

  

12/18/03

 

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