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                                                                    Exhibit 10.6

                                      DQE
                           CHARITABLE GIVING PROGRAM

                                 PLAN DOCUMENT

1.   PURPOSE OF THE PROGRAM

     The DQE Charitable Giving Program (the "Program") allows each eligible
     Director of DQE, Inc. (the "Corporation") to recommend that the Corporation
     make a donation of $500,000 to the eligible (as defined in Section 5) tax-
     exempt organization(s) (the "Donee(s)") selected by the Director, with the
     donation to be made, in the joint names of the Director and the
     Corporation, in ten equal annual installments, with the first installment
     to be made as soon as is practicable after the Director's death.  The
     purpose of the Program is to recognize the interest of the Corporation and
     its Directors in supporting worthy educational institutions and other
     charitable organizations.

2.   ELIGIBILITY

     All Directors of the Corporation who were serving as Directors on April 24,
     1990 shall be eligible to participate in the Program.  All Directors who
     join the Corporation's Board of Directors ("the Board") after that date
     shall be eligible to participate in the Program upon election to the Board.

3.   RECOMMENDATION OF DONATION

     When a Director becomes eligible to participate in the Program, he or she
     shall make a written recommendation to the Corporate Secretary, on a form
     approved by the Corporation for this purpose, designating the Donee(s)
     which he or she intends to be the recipient(s) of the Corporation's
     donation to be made on his or her behalf.  A Director can revise his or her
     recommendation of a beneficiary by filing a new Beneficiary Recommendation
     Form with the Corporate Secretary.  The Employment and Community Relations
     Committee of the Board (the "Employment and Community Relations Committee")
     must approve, and the Board must review, all new Donee(s) submitted by
     Directors who have not been previously approved as an eligible beneficiary.

     If the Director recommends a single organization, which ceases to qualify
     as an eligible beneficiary, the Corporation reserves the right to select a
     different beneficiary if the Director does not file a new form recommending
     a qualifying organization before his or her death.

     If the Director recommends more than one organization and one ceases to
     qualify, the entire donation will be made to the other selected
     organization(s).  Donations will be made to the other selected
     organization(s) to the extent possible within the objectives of the
     Program, with the balance of the donation amount to be donated, in the
     joint names of the Director and the Corporation, to organizations selected
     by the Employment and Community Relations Committee and reviewed at a
     meeting of the Board of Directors.  In order for a recommendation or change
     of recommendation to be final, the Director

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     must receive an acknowledged copy of the Beneficiary Recommendation Form
     from the Corporate Secretary.

4.   AMOUNT AND TIMING OF DONATION

     Subject to the vesting provisions set forth in Section 6, each eligible
     Director may choose one organization to receive a corporate donation of
     $500,000, or two or more organizations to receive donations aggregating
     $500,000.  Each recommended organization must be designated to receive a
     donation of at least $50,000.  The donation will be made by the Corporation
     in ten equal annual installments, with the first installment to be made as
     soon as is practicable after the Director's death; provided, however, that,
     in the case of director G. Christian Lantzsch, the Corporation shall make a
     single lump-sum payment of his donation as soon as is practicable after his
     death.  If a Director recommends more than one organization to receive a
     donation, each will receive a prorated portion of each annual installment.
     Each annual installment payment will be divided among the recommended
     organizations in the same proportions as the total donation amount has been
     allocated among the organizations by the Director.

5.   ELIGIBLE DONEES

     Donations are limited to:

          a.  Charitable organizations;

          b.  Educational institutions other than colleges or universities;

          c.  U. S. colleges or universities which are listed in the most recent
          issue of the Higher Education Directory published by the U. S.
          Department of Education and which offer at least a two-year program of
          college level studies; and

          d.  U. S. entities organized to receive donations on behalf of and
          make grants to a foreign college or university offering at least a
          two-year program of college level studies;

     in each case, which are (i) recognized by the Internal Revenue Service as
     entities to which deductible charitable contributions may be made, (ii)
     approved by the Employment and Community Relations Committee and (iii)
     reviewed at a meeting of the Board of Directors.

6.   VESTING

     A Director will be fully vested in the Program when he or she completes
     five years of Board service, or in the event (a) he or she dies while
     serving as a Director, or (b) as set forth in Section 10.  For persons
     serving as Directors of the Corporation on April 24, 1990, service on that
     date and prior will count as vesting service.  If a Director terminates
     Board service (other than due to death) before becoming fully vested, a
     reduced donation will be made on his or her behalf.  The following vesting
     schedule will apply to determine the donation amount for which each such
     Director is eligible:

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          SERVICE AS A DIRECTOR                       DONATION AMOUNT
          ---------------------                       ---------------
          Less than 12 months                             $100,000
          12-35 months                                     200,000
          36-47 months                                     300,000
          48-59 months                                     400,000
          60 or more months                                500,000

7.   FUNDING AND PROGRAM ASSETS

     The Corporation may fund the Program or it may choose not to fund the
     Program.  If the Corporation elects to fund the Program in any manner,
     neither the Directors nor their recommended Donee(s) shall have any rights
     or interests in any assets of the Corporation identified for such purpose.
     Nothing contained in the Program shall create, or be deemed to create, a
     trust, actual or constructive, for the benefit of a Director or any Donee
     recommended by a Director to receive a donation, or shall give, or be
     deemed to give, any Director or recommended Donee any interest in any
     assets of the Program or the Corporation.  If the Corporation elects to
     fund the Program through life insurance policies, a participating Director
     agrees to cooperate and fulfill the enrollment requirements necessary to
     obtain insurance on his or her life.

8.   AMENDMENT OR TERMINATION

     The Board of Directors of the Corporation may, at any time, without the
     consent of the Directors participating in the Program, amend, suspend, or
     terminate the Program.  However, once a Director becomes vested in the
     Program, the Program may not be amended, suspended or terminated with
     respect to such Director's vested rights without his or her consent.

9.   ADMINISTRATION

     The Program shall be administered by the Compensation Committee.  The
     Compensation Committee shall have plenary authority in its discretion, but
     subject to the provisions of the Program, to prescribe, amend, and rescind
     rules, regulations and procedures relating to the Program.  The
     determinations of the Compensation Committee on the foregoing matters shall
     be conclusive and binding on all interested parties.

10.  CHANGE OF CONTROL

     If there is a Change of Control of the Corporation and the Program is not
     adopted on substantially equivalent terms by the new company, all
     participants serving as Directors at the time of the Change of Control
     shall become immediately vested in the Program, and, notwithstanding the
     provisions of Section 8, the Program shall not thereafter be amended or
     terminated by the Corporation, or any successor thereto with respect to any
     person participating in the Program at the time of the Change of Control.
     For the purpose of the Program, a Change of Control shall mean the date
     upon which any of the following events occur:  the stockholders of the
     Company approve an agreement or plan (a "Reorganization Agreement")
     providing for the Corporation to be merged, consolidated or otherwise
     combined with, or for all, or substantially all, its assets or stock to be
     acquired by, another corporation.

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11.  GOVERNING LAW

     The Program shall be construed and enforced according to the laws of the
     Commonwealth of Pennsylvania, without regard to the conflict of laws and
     provisions thereof, and shall be administered according to the laws of said
     Commonwealth.

12.  EFFECTIVE DATE

     The effective date of this amendment and restatement of the Program is
     February 28, 2002.  The recommendation of a Director will not be effective
     until he or she completes the Program enrollment requirements.

13.  BINDING EFFECT

     This Program shall be binding upon and inure to the benefit of the
     Corporation and eligible Directors and their respective successors,
     assignors, heirs and legal representatives.


ATTEST:                                         DQE, Inc.:

                    /s/ William J. DeLeo        BY: /s/ Morgan K. O'Brien
                    ---------------------           -----------------------
(Corporate Seal)         Secretary                  Title:  President and Chief
                                                            Executive Officer

Originally effective:  April 24, 1990
Amended:  July 29, 1997
Amended:  August 25, 1998
Amended:  June 29, 1999
Amended:  February 28, 2002

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