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                                                                   Exhibit 10.11

                             AMENDMENT NO. I TO THE
                            DQE ENERGY SERVICES, INC.
                            EQUITY PARTICIPATION PLAN

          The DQE Energy Services Equity Participation Plan (the "EPP") was
adopted by DQE Energy Services, Inc. (the "Company") effective January 1, 1999.
Under the EPP, the Compensation Committee of the Board of Directors of the
Company (the "Committee") has the authority and discretion to construe and
interpret the EPP (Article III) and the power and authority to amend the EPP
(Article VII). Section 5.3 of the EPP as originally adopted provides, in
pertinent part, that "each Participant's Annual Payment Amount shall be
proportionately reduced (but not below zero) to the extent that for any Fiscal
Year for which the Company's after-tax return on average capital employed, as
determined by the Committee in its sole discretion, is less than 8%." The
Committee has determined that the intent of this provision was that no Annual
Payment Amounts would be paid (i.e. all Annual Payment Amounts would be reduced
to zero) with respect to any Fiscal Year of the Company for which the Company's
after-tax return on capital employed is less than 8%, except for a Fiscal Year
in which the Participants' Annual Payment Amounts cause the after-tax return on
average capital employed for such Fiscal Year to be below 8%. In such a case,
the Annual Payment Amounts for the Fiscal Year will be reduced until the
after-tax return on capital employed for such Fiscal Year is at least 8%.

          In order to clarify the EPP, the Committee hereby adopts the following
clarifying amendment effective January 1, 2001:

          1. Section 5.3 is amended to read in its entirety as follows:

                    Section 5.3 Annual Payment. If a Participant's Capital
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          Account is a positive number, and if the Participant attained all or a
          portion of his or her Performance Goals for the Fiscal Year, then as
          soon as administratively

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          practicable after the determination of each Participant's Annual
          Incentive Allocation for a Fiscal Year and the corresponding
          adjustment of Capital Accounts pursuant to Section 5.2(c), the Company
          shall distribute to each eligible Participant his or her Annual
          Payment Amount, which shall be equal to the excess of (a) the net
          cumulative amount of the Annual Incentive Allocations credited or
          debited to the Participant's Capital Account for all Fiscal Years to
          and including the most recently completed Fiscal Year times one-third
          (1/3) times the Participant's Performance Percentage for the Fiscal
          Year over (b) the total Annual Payment Amounts previously paid to the
          Participant under this Section 5.3.; provided, however, that each
          Participant's Annual Payment Amount shall be reduced to zero for any
          Fiscal Year for which the Company's after-tax return on average
          capital employed, as determined by the Committee in its sole
          discretion, is less than 8%; provided further, however, that if
          proportionately reducing each Participant's Annual Payment Amount to
          an amount greater than zero can result in an after-tax return on
          average capital employed for the Company, as determined by the
          Committee in its sole discretion, of at least 8%, then each
          Participant's Annual Payment Amount shall be reduced (proportionately
          among all Participants) by the minimum amount necessary to achieve an
          8% after-tax return on capital employed. A Participant's Annual
          Payment Amount, if any, shall be paid in cash or in such other form
          that the Committee shall determine.

          2. Except as expressly modified hereunder, the EPP shall remain in
full force and effect.

                                    Execution
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          This amendment has been executed on behalf of the Committee effective
as of the lst day of January 2001.

                                       DQE Energy Services, Inc.


                                       By   /s/ Jack E. Saxer, Jr.
                                           -------------------------------------
                                           For the Compensation Committee
                                           of the Board of Directors

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