Exhibit 10.11



|                                                                           |  |                      |  |                   
|-------------------------------------------------------------------------- |  | -------------------- |  | ------------------
|                                                                           |  | 411 Seventh Avenue   |  | 412-393-4150      
|                                                                           |  | Pittsburgh, PA 15219 |  | 412-393-6185 (Fax)
|                                                                           |  |                      |  | mhogel@dqe.com    
|MAUREEN L. HOGEL Senior Vice President - Human Resourcesand Administration |  |                      |  |                   



[date]



|Re: | Grant of Nonstatutory Stock Options  Officer
|--- | ---------------------------------------------



[Name of optionee]



It is my pleasure to notify you that effective [date], the Compensation Committee of the Board of Directors (the Committee) of DQE granted you a stock option to purchase
 shares of Common Stock, no par value, of DQE (DQE Common Stock), as set forth on your Option
Acceptance Form (enclosed) at an exercise price of $ per share. Your stock option is granted under, and subject to the terms and conditions of, the DQE Long-Term
Incentive Plan, as it may be amended from time to time (the Plan), and to the further conditions set forth in this letter agreement.



The stock option granted to you is a nonstatutory stock option as that term is defined in Section 4 of the Plan. Even though the stock option has been granted to
you, the stock option cannot be exercised (i.e., you cannot buy the DQE Common Stock that is subject to the stock option) unless and until the stock option is vested, as described below.



The Plan is incorporated by reference and made a part of your stock option as if it were set
forth in full in this letter agreement. This letter agreement is the stock option agreement referred to in Section 5(I) of the Plan. If there is any conflict between the Plan and this letter agreement, the provisions of the Plan will control, except
as expressly set forth in the next two paragraphs. Any dispute or disagreement which may arise under or in any way relate to the interpretation or construction of the Plan or this letter agreement will be resolved by the Committee in its sole and
absolute discretion and the decision will be final, binding and conclusive for all purposes.





---

Notwithstanding any provision of this letter agreement or the Plan to the contrary, Section 7 of the Plan
shall not apply to this letter agreement and the stock option granted hereunder. Instead, the provisions of this paragraph regarding Change in Control shall apply. Upon the occurrence of a Change in Control, the original option grant shall be
exercisable in full (whether or not so exercisable on the date of the occurrence of such Change in Control) for one year after the date of such Change in Control (but not later than the expiration date of the original option). Change in
Control means, and shall be deemed to have occurred upon, the first to occur of any of the following events:



(a) The acquisition by any individual, entity, or group (a Person), including a person within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of twenty percent (20%) or more of
either: (i) the then outstanding shares of common stock of DQE (the Outstanding Common Stock); or (ii) the combined voting power of the then outstanding securities of DQE entitled to vote generally in the election of directors
(the Outstanding Voting Securities); excluding, however the following: (A) any acquisition directly from DQE (excluding an acquisition resulting from the exercise of an exercise, conversion, or exchange privilege unless the
security being so exercised, converted or exchanged was acquired directly from DQE); (B) any acquisition by DQE, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by DQE or any corporation controlled by DQE;
or (D) any acquisition by any corporation pursuant to a transaction which complies with subclauses (i), (ii), and (iii) of clause (c) below;



(b) During any twenty-four (24) consecutive month period, the individuals who, at the beginning of such period, constitute the Board (the
Incumbent Directors) cease for any reason other than death to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such twenty-four (24) month period shall be deemed
to have satisfied such twenty-four (24) month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent
Directors either actually (because they were directors at the beginning of such period) or by prior operation of the provisions of this clause (b);



(c) The consummation of a reorganization, merger or consolidation of DQE or sale or other disposition of all or substantially all of the
assets of DQE (a Corporate Transaction); excluding, however, a Corporate Transaction pursuant to which: (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding
Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the
combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a
corporation, which as a result of such transaction owns DQE or all or substantially all of DQEs assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be; (ii) no Person (other than: DQE; any employee benefit plan (or related trust) sponsored or maintained by DQE or any corporation
controlled by DQE; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, twenty-five percent (25%) or more of the Outstanding
Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, twenty-five percent (25%) or more of, respectively, the outstanding shares of common stock of the corporation resulting



2



---

from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of
directors; and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or



(d) The consummation of a plan of complete liquidation or
dissolution of DQE.



Notwithstanding the foregoing, a Change in Control will
not be deemed to have occurred by reason of a distribution of the voting securities of any of DQEs subsidiaries to the stockholders of DQE, or by means of an initial public offering of such securities.



Notwithstanding any provision hereof to the contrary, if you are a party to an employment
agreement, change in control, severance, or similar plan, policy or agreement that provides for accelerated vesting and/or other modifications of the terms and/or conditions of your stock options or other stock-based awards upon the happening of
certain events (including, but not by way of limitation, changes in control and/or terminations of employment), the provisions of such other plan, policy or agreement, as the case may be, shall supercede the provisions contained in this letter
agreement to the extent such other provisions would provide benefits to you greater than those provided in this letter agreement.



Subject to your timely execution and return of the enclosed Option Acceptance Form, your stock option will be exercisable to the extent it is vested, and vesting will be
based on the price of the DQE Common Stock. At such time as the average closing price per share of the DQE Common Stock for any period of 30 consecutive trading days exceeds
$ per share (the First Stock Price Hurdle), 50% of the stock option shall be vested. At such time as the average closing price per share of the DQE
Common Stock for any period of 30 consecutive trading days exceeds $ per share (the Second Stock Price Hurdle), the remaining 50% of the stock option
shall be vested. The First Stock Price Hurdle and/or the Second Stock Price Hurdle shall be adjusted as determined by the Committee, in its sole discretion, to reflect any changes resulting from the occurrence of certain events such as a stock
split, stock dividend, reorganization, reclassification, recapitalization, combination of shares, merger or consolidation. Notwithstanding anything to the contrary in this paragraph, no portion of the stock option shall be vested prior to the date
 months after the date hereof, and if the First Stock Price Hurdle or both the First Stock Price Hurdle and the Second
Stock Price Hurdle are met prior to such date, the applicable portion of your stock option will be vested as of the end of such
 month period.



The Committee shall have the sole and absolute discretion to determine the extent to which the First Stock Price Hurdle and the Second Stock Price Hurdle have been met
and the extent to which your stock option has vested. The portion, if any, of your stock option that has been vested will be communicated to you in writing. Upon such notification, you will be entitled to exercise all or any part of the vested
portion of your stock option. Any portion of the stock option that is not determined by the Committee to be vested prior to the third anniversary of the date hereof will be considered forfeited.



3



---

The exercise of your stock option also is subject to the provisions of the Plan. The exercisable portion of your stock
option may be exercised in whole or in part but any exercise must be made as to at least ten shares covered by your stock option (or, if less, all of the shares then remaining subject to the stock option). Your stock option award will expire at the
close of business on  (the Expiration Date), or earlier as described in the immediately preceding
paragraph or in the following paragraphs of this letter agreement regarding the effect of changes in your employment status on your stock options.



Notwithstanding Section 5(H) of the Plan, except as otherwise provided below, if your employment by DQE or an affiliate of DQE terminates, all outstanding stock options
held by you at the time of such termination will automatically terminate:



(a) Retirement. If you retire under a retirement plan of DQE or an affiliate of DQE, the then unvested portion of your stock option will be forfeited, and the then vested portion of your stock option will be
exercisable at any time prior to the earlier of (i) the Expiration Date, or (ii) the date three years after the date of retirement.



(b) Disability. If your employment by DQE or an affiliate is terminated due to disability (as defined in the Plan), your stock
option will be exercisable in full (whether or not so exercisable on the date of termination of employment) at any time prior to the earlier of (i) the Expiration Date, or (ii) the date three years after the date of termination of employment.



(c) Death. In the event of your death
during employment by DQE or an affiliate, your stock option will be exercisable in full (whether or not so exercisable on the date of the your death) by the person entitled to do so under your will or, if you fail to make testamentary disposition of
the stock option or die intestate, by your legal representative, in either case at any time prior to the earlier of (i) the Expiration Date, or (ii) one year after the date of death. In the event of death after termination of employment but during a
period when a stock option remains exercisable by you, any then-outstanding stock option that was exercisable on the date of your death will be exercisable by the person entitled to do so under your will or, if you fail to make testamentary
disposition of the stock option or die intestate, by your legal representative, in either case at any time prior to the earlier of (i) the Expiration Date, or (ii) one year after the date of death.



(d) Resignation. If you resign from your employment
by DQE or an affiliate, the then unvested portion of your stock option will be forfeited, and the then vested portion of your stock option will be exercisable at any time prior to the earlier of (i) the Expiration Date, or (ii) the date three months
after the date of termination of employment.



(e) Discharge Without Cause. If you are discharged from your employment with DQE or an affiliate other than for cause, the then unvested portion of your stock option will be forfeited, and the then vested portion of your stock option
will be exercisable at any time prior to the earlier of (i) the Expiration Date, or (ii) the date three months after the date of termination of employment.



4



---

(f) Discharge for Cause. If you are discharged from your employment with DQE or an
affiliate for cause, your stock option will terminate in full on the date of termination.



The determination of whether a termination of employment is with or without cause will be made by the Committee in its sole and absolute discretion. If your employment status changes but you remain an
employee of DQE or one of its affiliates, your stock option will continue in accordance with its terms.



Enclosed is one copy of your Option Acceptance Form. IF YOU DESIRE TO ACCEPT THE STOCK OPTION, YOU SHOULD SIGN THE OPTION ACCEPTANCE FORM IN DUPLICATE AND RETURN ONE COPY TO MAUREEN L. HOGEL. YOUR STOCK OPTION WILL
BE DEEMED TO BE CANCELLED AND VOID IF THE SIGNED OPTION ACCEPTANCE FORM IS NOT RETURNED TO DQE BY                     .



Information Statement



You previously received or will be receiving an Information Statement which describes the
Plan. You should read the Information Statement, together with the Plan and this letter agreement for a full understanding of the stock option granted to you. As long as your stock option remains unexercised, you will continue to receive
notification if there is a material amendment to the Plan or a change in the law which impacts your rights under the Plan.



Payment of Option Price in Cash or Shares



The option price upon exercise of your stock option may be paid in full in United States dollars in cash (including check, bank draft or money order), in shares of
already-owned DQE Common Stock at the fair market value of such shares on the date of exercise or in any combination of cash and shares, except that any portion of the option price representing a fraction of a share must be paid in cash. Shares of
DQE Common Stock, which have been held less than six months, may not be delivered in payment of the option price. Further information regarding the payment of the option price appears in the Information Statement under the caption Stock
OptionsTime and Manner of Payment of Exercise Price.



Officers and Affiliates - Restrictions



There are
certain legal restrictions under the federal securities laws upon officers and affiliates who receive grants of stock options and/or sell shares acquired under the Plan. If you are an officer or affiliate of DQE, you must consult the Corporate
Secretary before exercising stock options or selling shares under the Plan. Such exercises and sales may be restricted in order to ensure compliance with the federal securities laws. You may also consult the Corporate Secretary if you have any
questions concerning your status as an affiliate of DQE as defined in the Plan.



5



---

Federal Income Tax Consequences



Information with respect to the Federal income tax consequences of the exercise of your nonstatutory stock option, and the subsequent
disposition of any shares of DQE Common Stock acquired under the Plan, appears in the Information Statement under the caption Federal Income Tax Consequences. The Federal income tax consequences are complex. Accordingly, you are
encouraged to carefully read the material which was provided and to consult your personal tax adviser with specific reference to your own tax situation.



Withholding of Taxes



DQE will advise you as to the amount of any Federal income, employment or excise taxes required to be withheld as a result of the cash part of your award and the exercise
of stock option, and that state or local income or employment taxes may also be required to be withheld. You will be required to pay any such taxes directly to DQE in cash within ten days after DQEs notification, and such payment will be made
before distribution of stock certificates or cash to you. In lieu of payment of cash, however, you may satisfy your withholding obligation by one, or any combination, of the following: (i) delivering previously acquired shares of DQE Common Stock
(valued at their fair market value on the date of delivery) and (ii) having shares of DQE Common Stock withheld from any shares otherwise issuable to you upon exercise of your stock option (valued at their fair market value on the date of such
withholding).



If you do not pay any taxes required to be withheld, DQE may
withhold such taxes from any other compensation to which you are entitled from DQE. You agree to hold DQE harmless in acting to satisfy the withholding obligation in this manner if it becomes necessary to do so. Further information regarding
withholding of taxes appears in the Information Statement under the caption, Federal Income Tax Consequences - Withholding.



Investment Representation



You shall deliver to the Committee, upon demand by the Committee, at the time shares of DQE Common Stock are to be issued to you pursuant to your stock option, a written
representation that the shares to be acquired are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such demand, delivery of such representation prior to delivery of any shares of DQE Common Stock
shall be a condition precedent to your right to receive any shares.



No
Rights as Shareholder



You shall have no rights as a shareholder of
DQE with respect to the shares of DQE Common Stock subject to the stock option evidenced hereby unless and until a certificate for shares of DQE Common Stock is issued to you.



6



---

Option Grant Not a Bar to Corporate Event



The existence of the stock option granted hereunder shall not affect in any way the right or the power of DQE or its shareholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other changes in DQEs capital structure or its business, or any merger or consolidation of DQE, or any issue of bonds, debentures, preferred or prior preference stocks
ahead of or affecting the DQE Common Stock or the rights thereof, or the dissolution or liquidation of DQE, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of similar character
or otherwise.



Exercise Procedures



Your stock option may be exercised only by execution and delivery by you to DQE of an
exercise form(s) prescribed by the Committee. Copies of the exercise forms may be obtained from Mr. Thomas E. Ross, Manager, Shareholder Relations, 411 Seventh Avenue, Pittsburgh, PA 15219 or by telephone at (412) 393-6204. Each exercise form must
set forth the number of whole shares of DQE Common Stock as to which your stock option is exercised, must be dated and signed by you (or the person exercising the stock option), and must be accompanied by cash in United States dollars (including
check, bank draft or money order), shares of already-owned DQE Common Stock (see Payment of Option Price in Cash or Shares above) at the fair market value of such share on the date of exercise, or any combination of cash and such shares,
in the amount of the full purchase price for the number of shares of DQE Common Stock as to which the option is exercised.



DQE will advise any person exercising the stock option in whole or in part with shares of already-owned DQE Common Stock as to the amount of any cash required to be paid
to DQE representing a fraction of a share. Such person will be required to (i) pay any such cash directly to DQE before any distribution of certificates representing shares of DQE Common Stock will be made and (ii) deliver an executed Assignment
Separate from Certificate with respect to each stock certificate delivered in payment of the option price as necessary. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company or by a firm
having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or the National Association of Securities Dealers, Inc.



If a person other than you (such as the executor of your estate) exercises the option, the exercise material must include proof satisfactory to DQE of the right of such
person to exercise the option.



The date of exercise is the date on which the
exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned DQE Common Stock are received by DQE at the address set forth in this section.



7



---

Issuance of Stock Certificates



Subject to the second paragraph under Exercise Procedures above, DQE will issue a certificate(s) representing the number
of shares of DQE Common Stock to which the person exercising the stock option is entitled, if any, as soon as practicable after the date of exercise. Unless the person exercising the stock option otherwise directs DQE in writing, the certificate(s)
will be registered in the name of the person exercising the stock option and will be delivered to such person. If the stock option is exercised and the option price is paid in whole or in part with shares of already-owned DQE Common Stock, DQE will
issue at the same time (and return to the person exercising the stock option) a certificate representing the number of any excess shares included in any certificate(s) delivered to DQE at the time of exercise.



General Restriction



To the extent this stock option is denominated in DQE Common Stock under this letter
agreement, it shall be subject to the requirement that if at any time the Committee shall determine that any listing or registration of the shares of DQE Common Stock or any consent or approval of any governmental body or any other agreement or
consent is necessary or desirable as a condition of the issuance of shares of DQE Common Stock or cash in satisfaction thereof, such issuance of shares of DQE Common Stock may not be consummated unless such requirement is satisfied in a manner
acceptable to the Committee. DQE shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other affirmative action to cause the issuance of
shares pursuant to this stock options to comply with any law or regulation of any governmental authority.



Determinations of Committee



The actions taken and determinations of the Committee made pursuant to this letter agreement and of the Committee pursuant to the Plan shall be final, conclusive and
binding upon DQE and upon you. No member of the Committee shall be liable for any action taken or determination made relating to this letter agreement or the Plan if made in good faith.



Miscellaneous



Your stock option may not be transferred otherwise than by will or by the law of decent and distribution, and your stock option will be exercisable during your lifetime
only by you or by your guardian or legal representative. No assignment or transfer of your stock option or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except by will or the laws of descent
and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, and immediately upon such purported assignment or transfer, the stock option shall terminate and become of no further effect.



This letter agreement does not confer any right on you to continue in the employ of DQE or
its affiliates, or interfere in any way with the rights of DQE or its affiliates to terminate your employment.



8



---

Whenever the word you is used in any provision of this letter agreement under circumstances where the
provision should logically be construed to apply to your executors, administrators, or the person or persons to whom your stock option may be transferred by will or by the laws of descent and distribution, the word you shall be deemed to
include such person or persons.



The Plan, or any part thereof, may be
terminated or may, from time to time be amended, in accordance with the Plan; provided, however, the termination or amendment of the Plan shall not, without your consent, affect your rights under this letter agreement.



This letter agreement shall be binding upon the successors and assigns of DQE and upon your
legal representatives, heirs and legatees. This letter agreement, along with the Plan and the Information Statement, constitutes the entire agreement between you and DQE with respect to the stock option granted to you and supersedes all prior
agreements and understandings, oral or written, between you and DQE with respect to the subject matter of this letter agreement. This letter agreement may be amended only by a written instrument signed by you and DQE and will be governed by, and
construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania.



Between the date of this letter agreement and the date your stock option is exercised, you will receive copies of all reports, proxy statements and other communications distributed generally to the shareholders of
DQE.



It is recommended that you establish a file for this letter agreement and
enclosures as well as any other material you receive regarding the Plan, including the Information Statement.



If you have any questions with respect to the exercise of your stock option, please direct your inquiry to Thomas E. Ross.



Very truly yours,



|                
|----------------
|                
|LOGO            
|Maureen L. Hogel



Enclosures



9



---

OPTION ACCEPTANCE FORM



I, the undersigned optionee, accept the grant of the nonstatutory stock option confirmed by the attached letter agreement
dated [date], for the number of shares set forth below. Also, I understand that the number of shares set forth below represents my grant, and that the extent to which those options are vested will be determined based on the price of the DQE Common
Stock. I agree to be bound by the terms and provisions of the Plan, as the Plan may be amended from time to time, and the attached letter agreement; provided, however, that no alteration, amendment, revocation or termination of the Plan shall,
without my written consent, adversely affect my rights with respect to this stock option.



IN WITNESS WHEREOF, I have executed this Option Acceptance Form as of , the date on which
the stock option was granted to me, subject to the terms and conditions set forth in the Plan and in the attached letter agreement.



Number of Shares of DQE

Common Stock for which

Nonstatutory Stock Option

is Granted -



[name of optionee]

[address of optionee]



|                     |  |  |  |     
|-------------------- |  |  |  | ----
|                     |  | 
|                     |  |  |  |     
|Optionees Signature |  |  |  | Date



For your grant to be effective, one

signed copy of this form must be

returned by
 to:



Maureen L. Hogel

Senior Vice President  Human Resources and
Administration

Duquesne Light Company

411 Seventh Avenue

16thFloor (16-3)

Pittsburgh, PA 15219