Exhibit
4.3


 


CUSIP: 266233AB1


 


DUQUESNE LIGHT HOLDINGS, INC.


6.25% SENIOR NOTE DUE 2035


 


	
  No. 1

  	
   

  	
  $120,000,000

  



 


Duquesne Light Holdings, Inc., a
corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to


 


CEDE & CO.


 


or registered assigns, the principal sum of


 


ONE HUNDRED TWENTY MILLION
DOLLARS ($120,000,000)


 


on August 15, 2035 and to pay interest
thereon from August 16, 2005 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually in arrears
on August 15 and February 15 of each year, commencing February 15,
2006 at the rate of 6.25% per annum, until the principal hereof is paid or made
available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be August 1
or February 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.  The amount of interest payable will be
computed on the basis of a 360-day year consisting of twelve 30-day
months.  If any date on which interest is
payable on the Securities is not a Business Day, then payment of the interest
payable on that date will be made on the next succeeding day which is a
Business Day (and without any additional interest or other payment in respect
of any delay), with the same force and effect as if made on such date.


 


Payment
of the principal of (and premium, if any) and any such interest on this
Security will be made upon presentation at the corporate trust office of the
Trustee located at One Oxford Centre, 301 Grant Street, Suite 1100,
Pittsburgh, Pennsylvania 15219, in Dollars.


 


Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.


 


Dated:
August 16, 2005


 


	
   

  	
  DUQUESNE
  LIGHT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William
  F. Fields

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and

  
	
  Attest:

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
					



 





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is the 6.25% Senior Note due 2035 described in the within-mentioned Indenture
and authorized by the Officer’s Certificate dated August 16, 2005.


 


	
   

  	
  J.P. Morgan Trust Company,
  National Association,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:
  August 16, 2005

  	
   

  



 





















 


Reverse of Security


 


This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and issuable in one or more series under an
Indenture, dated as of August 16, 2005 (such Indenture as originally
executed and delivered and as supplemented and amended from time to time
thereafter, together with any constituent instruments establishing the terms of
particular Securities, being herein called the “Indenture”), between the
Company and J.P. Morgan Trust Company, National Association, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms and
conditions upon which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the
series designated on the face hereof, initially limited in aggregate principal
amount to $120,000,000.


 


The Securities of this
series are subject to redemption, in whole at any time or in part from time to
time, upon notice to the Holders of such Securities to be redeemed by mail in
accordance with the Indenture not less than thirty (30) nor more than sixty
(60) days before the date fixed for redemption, at a redemption price equal to
the greater of:


 


(1)           100% of the principal amount of the Securities then
outstanding to be redeemed, and


 


(2)           the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities being redeemed (not
including any portion of such interest payments accrued to the date of
redemption) discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below) plus 30 basis points, as calculated by an Independent Investment
Banker;


 


plus,
in either of the above cases, accrued and unpaid interest thereon to the date
of redemption.


 


Unless the Company defaults
in payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the Securities or portions thereof called for
redemption.


 


 “Comparable Treasury Issue” means the United
States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Securities to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.


 


 “Comparable Treasury Price” means, with
respect to any redemption date, (1) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day preceding such
redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and
designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”
or (2) if such release (or any successor release) is not published or does
not contain such prices on such third Business Day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (B) if
the Independent Investment Bank obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such Quotations.


 


 “Independent Investment Banker” means J.P.
Morgan Securities Inc. or Lehman Brothers Inc., or either of the respective
successors, or if both such firms are unwilling or unable to serve as such, an
independent investment banking institution of national standing appointed by
the Company.


 





















 


 “Reference Treasury Dealer” means J.P. Morgan
Securities Inc. and Lehman Brothers Inc. and their respective successors, and
if either of these parties ceases to be a primary U.S. Government Securities Dealer
in New York City, the Company will substitute another primary U.S. Government
Securities Dealer selected by the Company, and any other primary U.S.
Government Securities Dealer selected by the Company.


 


 “Reference Treasury Dealer Quotation” means,
with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at or before 5:00 p.m.,
New York City time, on the third Business Day preceding such redemption date.


 


 “Treasury Rate”
means, with respect to any redemption date, the rate per year equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
redemption date.


 


If an Event of
Default under the Indenture shall occur and be continuing, the principal of
this Security may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


The Indenture
permits, with certain exceptions as therein provided, the Trustee to enter into
one or more supplemental indentures for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, the
Indenture with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series then Outstanding
under the Indenture, considered as one class; provided however, that if there
shall be Securities of more than one series Outstanding under the Indenture and
if a proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all series so directly affected, considered as
one class, shall be required; and provided, further, that if the Securities of
any series shall have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such Tranches, then the
consent only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and provided, further, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes
without the consent of any Holders of Securities. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest, if any, on this Security
at the times, place and rate, in the coin or currency, and in the manner,
herein prescribed.


 


As provided in
the Indenture and subject to certain limitations therein set forth, this
Security or any portion of the principal amount hereof shall be deemed to have
been paid for all purposes of the Indenture and to be no longer outstanding
thereunder, and, at the election of the Company, the Company’s entire
indebtedness in respect thereof shall be deemed to have been satisfied and
discharged, if there has been irrevocably deposited with the Trustee or any
Paying Agent (other than the Company), in trust, money in an amount which shall
be sufficient and/or, in the case of a deposit made prior to the Maturity of
such Securities or portions thereof, Eligible Obligations,


 





















 


the principal
of and interest on which when due, without regard to any reinvestment thereof,
shall provide moneys which, together with moneys so deposited, shall be
sufficient, to pay when due the principal of and interest on this Security when
due.


 


The Indenture
contains terms, provisions and conditions relating to the consolidation or
merger of the Company with or into, and the conveyance, or other transfer or
lease of all of its properties, as or substantially as an entity, to another
Person, to the assumption by such other Person, in certain circumstances, of
all of the obligations of the Company under the Indenture and on the Securities
and to the release and discharge of the Company, in certain circumstances, from
such obligations.


 


The Securities
of this series are issuable only as registered Securities, without coupons, and
except as otherwise provided in the Indenture, in denominations of $1,000 and
integral multiples thereof. Any registration of transfer or exchange of the
Securities shall be effected in accordance with the Indenture.


 


No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the absolute owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security
shall be governed by and construed in accordance with the laws of the State of
New York.


 


As provided in
the Indenture, no recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Securities, or any part thereof,
or for any claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or agreement
under the Indenture, against, any incorporator, stockholder, officer or
director, as such, past, present or future of the Company or of any predecessor
or successor corporation of either of them (either directly or through the
Company or a predecessor or successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly agreed and
understood that the Indenture and all the Securities are solely corporate
obligations and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.


 


Unless the
certificate of authentication hereon has been executed by the Trustee or an
Authenticating Agent by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.