Exhibit 10.23**ACCESSION AND AMENDMENT AGREEMENT**Dated January 31, 2006     Reference is made to the Amended and Restated Credit Agreement, dated as of July 27,2005 (as the same may be amended, supplemented or otherwise modified from time to time, the “***CreditAgreement***”), among Duquesne Light Holdings, Inc. (the “***Borrower***”), the Lenders named therein, UnionBank of California, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. (as successor to BankOne, NA), as Syndication Agent, and Wachovia Bank, National Association and Citibank, N.A., asCo-Documentation Agents. Capitalized terms used herein and not otherwise defined herein shall havethe meanings assigned thereto in the Credit Agreement. Pursuant to Section 2.01(d) of the CreditAgreement, KeyBank National Association (the “***New Lender***”) has committed to make loans (“***Loans***”) tothe Borrower in accordance with the terms and conditions of the Credit Agreement, which Loans areevidenced by a promissory note (the “***Note***”) issued by the Borrowers to the New Lender and dated thedate hereof, and to participate in Extensions of Credit resulting from the issuance (or extension,modification or amendment) of any Letter of Credit.     The New Lender and the Administrative Agent agree as follows:     1. The New Lender agrees, on the terms and conditions set forth in the Credit Agreement, tomake Loans to the Borrower and to participate in the issuance of Letters of Credit (and the LCOutstandings thereunder) during the period from the date hereof until the Revolving CreditTermination Date (subject to Section 2.01(b) of the Credit Agreement), in an aggregate outstandingamount not to exceed on any day the New Lender’s Commitment set forth opposite its signature below.     2. On the date hereof (the “***Effective Date***”), the New Lender shall pay to the AdministrativeAgent, in same day funds, at such address and account as the Administrative Agent shall advise theNew Lender, $2,400,000.00, which amount shall be used to purchase by assignment from the existingLenders such portion of the Loans owing to them such that, after giving effect to all suchpurchases and assignments, the New Lender will share such Loans ratably with each of them (basedupon the New Lender’s Percentage). From and after the Effective Date, the New Lender shall be aparty to the Credit Agreement, entitled to all rights, powers and privileges, and subject to allobligations, of a Lender thereunder, including without limitation (i) the right to receive allpayments made by the Borrower in respect of the Loans made by the New Lender, whether on account ofprincipal, interest, fees, indemnities in respect of claims arising after the date hereof,increased costs, additional amounts or otherwise, (ii) the right to vote and to instruct theAdministrative Agent under the Credit Agreement according to its Percentage, (iii) the right toset-off and to appropriate and apply
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deposits of the Borrower as set forth in the Credit Agreementand (iv) the right to receive notices, requests, demands and other communications.     3. The New Lender (i) confirms that it has received a copy of each Loan Document, togetherwith copies of the financial statements referred to in Section 7.01(f) of the Credit Agreement andsuch other documents and information as it has deemed appropriate to make its own credit analysisand decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii)agrees that it will, independently and without reliance upon the Administrative Agent or any otherLender and basedon such documents and information as it shall deem appropriate at the time, continue to make itsown credit decisions in taking or not taking action under the Loan Documents, (iii) confirms thatit satisfies the requirements of an Eligible Assignee, (iv) appoints and authorizes theAdministrative Agent to take such action as agent on its behalf and to exercise such powers underthe Loan Documents as are delegated to the Administrative Agent by the terms thereof, together withsuch powers as are reasonably incidental thereto, (v) agrees that it will perform in accordancewith their terms all of the obligations which by the terms of the Loan Documents are required to beperformed by it as a Lender and (vi) represents and warrants to the Administrative Agent that ithas duly executed and delivered this Agreement and that the execution, delivery and performance bythe New Lender of this Agreement have been duly authorized by all necessary action (corporate orotherwise).     4. This Agreement may be executed in any number of counterparts and by different parties inseparate counterparts, each of which when so executed shall be deemed to be an original and all ofwhich taken together shall constitute but one and the same instrument.     5. This Agreement shall be governed by, and construed in accordance with, the laws of theState of New York.
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     IN WITNESS WHEREOF, the parties hereto have caused this Accession and Amendment Agreement tobe executed by their respective officers thereunto duly authorized, as of the date first abovewritten.***Commitment***       $10,000,000.00 KEYBANK NATIONAL ASSOCIATION         By: /s/Sherrie I. Manson       Name: Sherrie I. Manson      Title: Vice President           Domestic Lending Office:         Mailcode: OH-01-27-0623  127 Public Square  Cleveland Ohio 44114         Eurodollar Lending Office:         Mailcode: OH-01-27-0623  127 Public Square  Cleveland Ohio 44114         UNION BANK OF CALIFORNIA, N.A.,  as Administrative Agent         By: /s/Dennis G. Blank       Name: Dennis G. Blank      Title: Vice President  AGREED and ACCEPTED