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                                                                   Exhibit 10.15

                  NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

          This Non-Competition and Confidentiality Agreement ("Agreement") is
entered into as of the 21st day of October, 1996 by and among DQE, Inc.
(hereinafter called "DQE"), a Pennsylvania corporation, Duquesne Light Company
(hereinafter called the "Company" and together with DQE sometimes hereinafter
called the "Employers"), a Pennsylvania corporation and a wholly-owned
subsidiary of DQE, and Victor A. Roque, an individual residing in Allegheny
County, Pennsylvania and Vice President and General Counsel of DQE and the
Company (hereinafter called the "Executive");

                              W I T N E S S E T H:

          WHEREAS, during the course of the Executive's employment with the
Employers, the Employers will undertake to train and continue to train the
Executive and to impart to the Executive proprietary and/or confidential
information and/or trade secrets of the Employers and their affiliates; and

WHEREAS, in consideration of the issuance to the Executive of 200 restricted
shares of DQE Common Stock and the provision for special severance benefits for
the Executive on the terms and conditions hereinafter described, the Executive
hereby agrees to the covenants and restrictions set forth herein;

          NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:

          1. Covenants of the Executive. In order to induce DQE and the Company
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to enter into this Agreement, and for other good and valuable consideration the
receipt of which is hereby acknowledged by the Executive, the Executive hereby
agrees as follows:

               (a) Non-Disclosure Of Confidential Information. The Executive
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     acknowledges that all Confidential Information shall at all times remain
     the property of the Employers and their affiliates (i.e., each other
     company the majority interest of which is owned by the either of the
     Employers or by a parent or subsidiary of either of the Employers) (the
     Employers and such affiliates are hereinafter collectively called the
     "Affiliated Companies"). "Confidential Information" means all information
     disclosed to the Executive or known by the Executive as a consequence of or
     through the Executive's employment, which is not generally known in the
     industry in which the Affiliated Companies are or may become engaged, about
     the business, products, processes, and services of the Affiliated
     Companies, including but not limited to 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 or
     practices, training and training programs, and the
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     documentation thereof. It includes, but is not limited to, proprietary
     information and trade secrets of the Affiliated Companies. It will be
     presumed that information supplied to the Affiliated Companies from outside
     sources is Confidential Information unless and until it is designated
     otherwise.

               The Executive will safeguard and maintain on the premises of the
     Employers, to the extent possible in the performance of the Executive's
     work for the Employers, all documents and things that contain or embody
     Confidential Information. Except as required as part of the Executive's
     duties to the Employers, the Executive will not, during his employment by
     the Employers, or thereafter, directly or indirectly use, divulge,
     disseminate, disclose, lecture upon, or publish any Confidential
     Information without having first obtained written permission from the
     Employers to do so.

               (b) Inventions. Inventions made or conceived by the Executive,
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     either solely or jointly with others, (i) during the Executive's employment
     by the Employers and (ii) 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 Employers'
     facilities, materials, or personnel, will be the property of the Employers
     or their nominees. "Invention" means 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 Affiliated Companies.

               The Executive will, without royalty or any other additional
     consideration:

                    (i) inform the Employers promptly and fully of such
     Inventions by written reports, setting forth in detail a description, the
     operation and the results achieved;

                    (ii) assign to the Employers all the Executive's right,
     title, and interest in and to such Inventions, any applications for
     United 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;

                    (iii) assist the E0mployers or their nominees, at the
     expense of the Employers, to obtain, maintain and enforce such United
     States and foreign Letters Patent for such Inventions as the Employers may
     elect; and

                    (iv) execute, acknowledge, and deliver to the Employers
     at their 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
     Employers to obtain, maintain or enforce the United States and foreign
     Letters Patent upon such Inventions and to vest the entire right and by the
     title thereto in the Employers and to confirm the complete ownership
     Employers of such Inventions.

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               (c) Works. All Works created by the Executive during his
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     employment by the Employers will be and remain exclusively the property of
     the Employers. "Works" means all material and information created by the
     Executive in the course of or as a result of the Executive's employment by
     the Employers which is 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, regardless of the medium in which they are fixed.

               Each such Work is a "work for hire" and the Employers may file
     applications to register copyright as author thereof. The Executive will
     take whatever steps and do whatever acts the Employers request, including,
     but not limited to, placement of the Employers' proper copyright notice on
     such Works to secure or aid in securing copyright protection and will
     assist the Employers or their 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 Employers
     without the written permission from the Employers.

               (d) Restrictions on Competition. The Executive covenants and
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     agrees that during the period of the Executive's employment hereunder 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
     Employers for cause or without cause, 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 located within a 150 mile radius of the principal places
     of business of the Employers located in Pittsburgh, Pennsylvania or in the
     states of Ohio or West Virginia. For purposes of this Agreement, the term
     "Competing Business" shall mean any person, corporation or other entity
     which develops, produces, markets, sells or services (1) any energy product
     or service, including but not limited to gas or electric products or
     services, and/or (2) any product or service which is the same as or similar
     to products or services which the Affiliated Companies developed, produced,
     marketed, or sold, including but not limited to energy products and
     services, within the last year prior to termination of the Executive's
     employment hereunder. The Executive recognizes that the Affiliated
     Companies 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 Affiliated Companies' business.

               (e) Nonsolicitation Of Customers And Suppliers. The Executive
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     agrees that for a period of two (2) years following the termination of the
     Executive's employment with the Employers for any reason, whether
     terminated for cause or without cause, 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 Affiliated Companies
     with whom the Executive had direct or indirect contact or about whom the
     Executive may have acquired any knowledge while employed by the Employers.

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               (f) Solicitation Of Executives. The Executive agrees that, during
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     the Executive's employment with the Employers and for a period of two (2)
     years following termination of the Executive's employment with the
     Employers, whether terminated with cause or without cause, the Executive
     shall not, directly or indirectly, solicit or induce, or attempt to solicit
     or induce, any employee of the Affiliated Companies to leave the Affiliated
     Companies for any reason whatsoever, or hire or solicit the services of any
     employee of the Affiliated Companies.

               (g) Enforcement. The Executive understands and agrees that any
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     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 Affiliated Companies for any breach of covenants on the part of the
     Executive will be inadequate, and, therefore, in the event of any
     threatened or actual breach of this Agreement, the Affiliated Companies
     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 another against the Affiliated Companies, whether predicated
     on this Agreement or otherwise, shall not constitute a defense to
     enforcement by the Affiliated Companies of this Agreement.

               (h) Obligations Survive Termination Of Employment. Termination of
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     the Executive's employment, whether voluntary or involuntary, whether for
     cause or without cause, shall not 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 Employers, the
     Executive will deliver to the Employers 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 the 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 Employers, the
     Executive will deliver to the Employers the originals and all copies of
     Works, then in the Executive's possession or under the Executive's control.

          2. Issuance of Restricted Shares. As consideration for agreeing to the
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foregoing covenants and restrictions, promptly following the Executive's
execution and delivery of this Agreement, there shall be registered in the
Executive's name on the books of DQE 200 shares of DQE Common Stock (the
"Shares"), subject to the terms and conditions hereinafter set forth.

               (a) The Shares will be subject to the transferability restriction
     described in subsection (c) below. The stock certificate representing the
     Shares will be delivered to the Executive as soon as practicable following
     the date of issuance and will bear the following legend:

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               The transferability of this certificate and the shares of stock
               represented hereby is subject to the terms and conditions of an
               Agreement entered into by and among the registered owner and DQE,
               Inc. and Duquesne Light Company. Copies of such Agreement are on
               file at 411 Seventh Avenue, P. 0. Box 1930, Pittsburgh,
               Pennsylvania 15230-1930.

               (b) As soon as practicable after the expiration of the
     transferability restriction set forth in subsection (c) below, the
     Employers will deliver to the Executive one or more stock certificates for
     the appropriate number of shares of DQE Common Stock, free of all such
     restrictions, except for any restrictions that may be imposed by law.

               (c) Prior to the first anniversary of the date of this Agreement,
     none of the Shares may be assigned, transferred (other than by will or the
     laws of descent and distribution), pledged, sold or otherwise disposed of
     by the Executive. Any attempt to dispose of Shares or any interest in the
     Shares in violation of this restriction will be null, void and ineffective.

               (d) As promptly as practicable after the date hereof, the
     Employers shall make a cash payment to the Executive in an amount
     sufficient such that, after the application of all federal, state and local
     taxes to such payment, the Executive shall retain a sufficient amount to
     pay the Executive's entire federal, state and local taxes on the Shares.
     The Employers shall be entitled to withhold from such cash payment the
     amount of all withholding or other taxes required by law to be withheld or
     paid by the Employers with respect to the income recognized by the
     Executive hereunder.

          3. Severance Benefits. As additional consideration for entering into
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this Agreement, the Executive shall be entitled to severance benefits from the
Employers which shall equal one and a half (11/2) times the severance benefits,
if any, to which Executive is otherwise entitled; provided, however, that, the
aggregate benefits to which the Executive may be entitled under this sentence
shall include a minimum of six (6) months of severance benefits and a maximum of
one (1) year of severance benefits. (By way of example, if the Executive prior
to executing this Agreement was entitled to six (6) months of severance
benefits, the Executive would be entitled to nine (9) months benefits --six (6)
months times 11/2 --upon executing this Agreement). Except as expressly provided
in the last sentence of this Paragraph 3, under no circumstances will the
Executive be entitled to more than one (1) year of severance benefits. All other
terms and conditions of the Executive's entitlement to severance benefits shall
remain in full force and effect and shall not otherwise be modified by this
Agreement. Notwithstanding the foregoing, if the Executive shall be entitled,
under an employment agreement, offer letter or other written undertaking of the
Employers directed specifically to the Executive, to severance benefits more
favorable to the Executive than those set forth in this Paragraph 3, then the
Executive shall receive such other severance benefits in lieu of the benefits
set forth in this Paragraph 3.

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          4. Binding Effect. This Agreement shall bind the Executive, the
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Executive's heirs, and the Executive's assigns, and may be assigned by the
Employers with transfer of assets of the Employers' business to which it
relates. The substantive law of the Commonwealth of Pennsylvania shall apply in
matters relating to this Agreement.

          5. Authorization to Modify Restrictions. It is an intention of the
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parties that the provisions of this Agreement shall be enforceable to the
fullest extent permissible by law, and that the unenforceability of any
provision, in whole or in part, shall not render unenforceable, or impair, the
remaining parts and provisions of this Agreement. If any provision of this
Agreement shall be deemed unenforceable, in whole or in part, this Agreement
shall be deemed amended to delete or modify the offending part and to alter the
Agreement to render it valid and enforceable.

          6. Executive Acknowledgments. The Executive acknowledges that he or
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she has read and understands the provisions of this Agreement, that he or she
has been given an opportunity for his or her legal counsel to review this
Agreement and that the provisions of this Agreement are reasonable and that he
or she has received a copy of this Agreement.

          7. Headings. The headings of paragraphs herein are included solely for
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convenience of reference and shall not control the meanings or interpretation of
any provisions of this Agreement.

          8. Counterparts. This Agreement may be executed in two or more
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counterparts each of which shall be deemed to be an original, but all of which
together shall be deemed to be one and the same instrument.

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

Attest:                             DQE, INC.


/s/ Diane S. Eismont                By /s/ David D. Marshall
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Diane S. Eismont, Secretary

                                    Title: President & Chief Executive Officer
                                          --------------------------------------


Attest:                             DUQUESNE LIGHT COMPANY


/s/ Diane S. Eismont                By /s/ David D. Marshall
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Diane S. Eismont, Secretary

                                    Title: President & Chief Executive Officer
                                           -------------------------------------


                                    VICTOR A. ROQUE


                                    /s/ Victor A. Roque
                                    --------------------------------------------

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