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                                                                     Exhibit 4.4

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                             DUQUESNE LIGHT COMPANY

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                              OFFICER'S CERTIFICATE


       (Under Section 301 of the Indenture of Mortgage and Deed of Trust,
                           dated as of April 1, 1992)


                  Establishing Series of Securities Designated

                         First Mortgage Bonds, Series _


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                                   _____, 200_

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                             DUQUESNE LIGHT COMPANY

                              OFFICER'S CERTIFICATE
                      (Under Section 301 of the Indenture,
                           dated as of April 1, 1992)


          I, William F. Fields, a Vice President and the Treasurer of DUQUESNE
LIGHT COMPANY (the "Company"), in accordance with Section 301 of the Indenture
of Mortgage and Deed of Trust, dated as of April 1, 1992, as amended and
supplemented (the "Indenture", capitalized terms used herein and not defined
herein having the meanings specified in the Indenture), of the Company to
JPMorgan Chase Bank (successor by merger to The Chase Manhattan Bank, successor
in trust to Mellon Bank, N.A.), trustee (the "Trustee"), do hereby establish for
the series of Securities established in Supplemental Indenture No. __, dated as
of _____, 200_ the terms and characteristics set forth in this Officer's
Certificate, this Officer's Certificate being deemed to be a part of such
Supplemental Indenture.

                                     PART I

          Set forth below in this Part I are the terms and characteristics of
the aforesaid series of Securities referred to in clauses (a) through (t) in the
second paragraph of Section 301 of the Indenture (the lettered clauses set forth
herein corresponding to such clauses in said Section 301).

          (a)     the title of the Securities of such series, being Series
No. __ under the Indenture, shall be "First Mortgage Bonds, Series _" (the
Securities of such series, for purposes of this Officer's Certificate, being
sometimes hereinafter called the "Bonds");

          (b)     the aggregate principal amount of Bonds which may be
authenticated and delivered under the Indenture shall not be limited;

          (c)     interest on the Bonds shall be payable to the Person or
Persons in whose names the Bonds are registered at the close of business on the
Regular Record Date for such interest, except as otherwise expressly provided in
the form of bond attached hereto and hereby authorized and approved;

          (d)     the principal of the Bonds shall be payable on ___________;

          (e)     the Bonds shall bear interest at the rate of __________
percent (____%) per annum; interest on the Bonds shall accrue from _____, 200_
or the most recent date to which interest has been paid or duly provided for;
interest on any Bonds shall be payable _______ on __________________, of each
year (each an "Interest Payment Date"), commencing _____, 200_; and the Regular
Record Date with respect to each Interest Payment Date shall be the date 15
calendar days immediately preceding such Interest Payment Date whether or not
such day is a Business Day;

          (f)     the corporate trust office of JPMorgan Chase Bank in New York,
New York shall be the place at which (i) the principal of, premium, if any, and
interest, if any, on the Bonds at Maturity shall be payable upon presentment,
interest prior to Maturity to be paid as specified in the form of bond attached
hereto, (ii) registration of transfer of the Bonds may be effected, (iii)
exchanges of Bonds may be effected and (iv) notices and demands to or upon the
Company in respect of the Bonds and the Indenture may be served; and JPMorgan
Chase Bank shall be the Security Registrar and a Paying Agent for the Bonds;
provided, however, that the Company reserves the right to change, by one or more
Officer's Certificates supplemental to this Officer's Certificate, any such
place or the Security Registrar or such

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Paying Agent; and provided, further, that the Company reserves the right to
designate, by one or more Officer's Certificates supplemental to this Officer's
Certificate, its principal corporate office in Pittsburgh, Pennsylvania as any
such place or itself as the Security Registrar;

                  (g)      [Optional Redemption Provisions];

                  (h)      [Mandatory Redemption Provisions];

                  (i)      the Bonds shall be issued in denominations of $___
and any integral multiple thereof;

                  (j)      inapplicable;

                  (k)      inapplicable;

                  (l)      inapplicable;

                  (m)      inapplicable;

                  (n)      inapplicable;

                  (o)      inapplicable;

                  (p)      inapplicable;

                  (q)      the Bonds are initially to be issued in global form,
registered in the name of Cede & Co., as nominee for The Depository Trust
Company (the "Depositary"). Such Bonds shall not be transferable or
exchangeable, nor shall any purported transfer be registered, except as follows:

                  (i)      such Bonds may be transferred in whole, and
                           appropriate registration of transfer effected, if
                           such transfer is by such nominee to the Depositary,
                           or by the Depositary to another nominee thereof, or
                           by any nominee of the Depositary to any other nominee
                           thereof, or by the Depositary or any nominee thereof
                           to any successor securities depositary or any nominee
                           thereof; and

                  (ii)     such Bonds may be exchanged for definitive Bonds
                           registered in the respective names of the beneficial
                           holders thereof, and thereafter shall be transferable
                           without restriction, if:

                           (A)    the Depositary, or any successor securities
                                  depositary, shall have notified the Company
                                  and the Trustee that it is unwilling or unable
                                  to continue to act as securities depositary
                                  with respect to such Bonds and the Trustee
                                  shall not have been notified by the Company
                                  within ninety (90) days of the identity of a
                                  successor securities depositary with respect
                                  to such Bonds; or

                           (B)    the Company shall have delivered to the
                                  Trustee a Company Order to the effect that
                                  such Bonds shall be so exchangeable on and
                                  after a date specified therein;

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it being understood that any such registration of transfer or exchange shall be
effected in accordance with Section 305 of the Indenture;

                  (r)      inapplicable;

                  (s)      no service charge shall be made for the registration
                           of transfer or exchange of the Bonds; provided,
however, that the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with such registration of
transfer or exchange; and

                  (t)      inapplicable.

                                     PART II

                  Set forth below in this Part II are additional terms of the
Bonds, as contemplated by clause (u) in the second paragraph of Section 301 of
the Indenture.

                  (a)      the Bonds shall have such further terms as are set
forth in the form of bond attached hereto as Exhibit A.

                  (b)      if the Company shall make any deposit of money and/or
Government Obligations with respect to any Bonds, or any portion of the
principal amount thereof, as contemplated by Section 901 of the Indenture, the
Company shall not deliver an Officer's Certificate described in clause (z) in
the first paragraph of said Section 901 unless the Company shall also deliver to
the Trustee, together with such Officer's Certificate, either:

                  (i)      an instrument wherein the Company, notwithstanding
                           the satisfaction and discharge of its indebtedness in
                           respect of such Bonds, shall assume the obligation
                           (which shall be absolute and unconditional) to
                           irrevocably deposit with the Trustee or Paying Agent
                           such additional sums of money, if any, or additional
                           Government Obligations (meeting the requirements of
                           Section 901), if any, or any combination thereof, at
                           such time or times, as shall be necessary, together
                           with the money and/or Government Obligations
                           theretofore so deposited, to pay when due the
                           principal of and premium, if any, and interest due
                           and to become due on such Bonds or portions thereof,
                           all in accordance with and subject to the provisions
                           of Sections 901 and 903 of the Indenture; provided,
                           however, that such instrument may state that the
                           obligation of the Company to make additional deposits
                           as aforesaid shall be subject to the delivery to the
                           Company by the Trustee of a notice asserting the
                           deficiency accompanied by an opinion of an
                           independent public accountant of nationally
                           recognized standing, selected by the Trustee, showing
                           the calculation thereof (which opinion shall be
                           obtained at the expense of the Company); or

                  (ii)     an Opinion of Counsel to the effect that the Holders
                           of such Bonds, or portions of the principal amount
                           thereof, will not recognize income, gain or loss for
                           United States federal income tax purposes as a result
                           of the satisfaction and discharge of the Company's
                           indebtedness in respect thereof and will be subject
                           to United States federal income tax on the same
                           amounts, at the same times and in the same manner as
                           if such satisfaction and discharge had not been
                           effected.

                  (c)      [Additional Covenants, if any]

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          IN WITNESS WHEREOF, I have executed this Officer's Certificate this
____day of ____, 200_.


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                                    Name:   William F. Fields
                                    Title:  Vice President and Treasurer

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