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                                                                   Exhibit 10.68
 
                                                                  CONFORMED COPY


                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


                This First Amendment To Employment Agreement ("Amendment") is
entered into as of the 27th day of June, 1995 by and between 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,

                                     a
                                       n
                                        d

                David D. Marshall, an individual residing in Allegheny County,
Pennsylvania (hereinafter called the "Executive");

                             W I T N E S S E T H:

                WHEREAS, the Employers and the Executive entered into that
certain Employment Agreement, dated as of August 30, 1994 (the "Employment
Agreement"); and

                WHEREAS, the parties acknowledge that it is necessary and
appropriate to amend the Employment Agreement to in certain respects as
hereinafter set forth;

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

                1. Position Titles. Paragraph 1(a) of the Employment Agreement
                   --------------- 
is amended and restated to read in its entirety as follows:

                            (a) Employment. DQE hereby offers to employ the
                                ----------
           Executive as the Executive Vice President of DQE, and the Company
           hereby offers to employ the Executive as the President and Chief
           Operating Officer of the Company, and the Executive hereby accepts
           such employment with DQE and the Company, for the term set forth in
           Paragraph 1(b).

                2. Duties. Paragraph 2 of the Employment Agreement is amended
                   ------
and restated to read in its entirety as follows:

                            2. Duties. During the period of employment as
                               ------
           provided in Paragraph 1(b) hereof, the Executive shall serve as
           Executive Vice President of DQE and as President and Chief Operating
           Officer of the Company and perform all duties
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consistent with such positions at the direction of the Chief Executive Officer
of DQE and the Company or such other person not below the rank of President as
such Chief Executive Officer may designate. The Executive shall devote his
entire time during reasonable business hours (reasonable sick leave and
vacations excepted) and best efforts to fulfill faithfully, responsibly and
satisfactorily his duties hereunder.

                3. Effect of Amendment. Except as expressly modified hereunder,
                   ------------------- 
the Employment Agreement shall remain in full force and effect. The parties
acknowledge and agree that the changes in the position titles and duties of the
Executive reflected in Paragraphs 1 and 2 of this Amendment, and any associated
changes in the Executive's reporting or supervisory responsibilities, do not
constitute "Good Reason" for purposes of Paragraph 7(c)(iv) of the Employment
Agreement.

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

                5. Merger. The Employment Agreement, as amended by this
                   ------
Amendment, contains the entire understanding between the parties hereto and
supersedes any prior or contemporary contracts, agreements, understandings
and/or negotiations, whether oral or written.

                6. Counterparts. This Amendment may be executed in two or more
                   ------------
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
Amendment as of the day and year first above written.


Attest:                                         DQE, INC.


/s/  Diane S. Eismont                       By /s/  Wesley W. von Schack
-----------------------------------         ------------------------------------
Diane S. Eismont, Secretary                         Wesley W. von Schack,
                                                  Chairman, President and Chief
                                                    Executive Officer


Attest:                                         DUQUESNE LIGHT COMPANY


/s/  Diane S. Eismont                       By /s/  Wesley W. von Schack
-----------------------------------         ------------------------------------
Diane S. Eismont, Secretary                         Wesley W. von Schack,
                                                    Chairman and Chief
                                                    Executive Officer


                                                EXECUTIVE


                                                /s/  David D. Marshall
                                            ------------------------------------
                                                     David D. Marshall

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