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                                                                Exhibit 10.59
 
                             DUQUESNE LIGHT COMPANY

                       OUTSIDE DIRECTORS' RETIREMENT PLAN













Originally effective April 18, 1989.
Revised March 27, 1990.
Revised June 27, 1995.
Revised August 27, 1996.
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                             DUQUESNE LIGHT COMPANY

                       OUTSIDE DIRECTORS' RETIREMENT PLAN



                               Table of Contents
                               -----------------
 
 
Article                                               Page
-------                                               ----
 
I          Purpose....................................  1
 
II         Definitions................................  1
 
III        Eligibility................................  2
 
IV         Retirement Benefits........................  2
 
V          Deferred Compensation......................  4
 
VI         Status of Plan.............................  4
 
VII        Rights Nonassignable.......................  5
 
VIII       Administration.............................  5
 
IX         Termination................................  6
 
X          Standstill Provision.......................  6
 
XI         Amendment..................................  7
 
XII        Miscellaneous..............................  7
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                             DUQUESNE LIGHT COMPANY
                       OUTSIDE DIRECTORS' RETIREMENT PLAN
                       ----------------------------------


                                   ARTICLE I

     1.01 The purpose of this Retirement Plan is to provide directors of

Duquesne Light Company with payments after retirement in recognition of their

service to the Company and to assure that the overall compensation arrangements

for directors are adequate to attract and retain highly qualified individuals.

                                   ARTICLE II

                                  Definitions
                                  -----------

     2.01 "Board" or "Board of Directors" means the board of directors of the

Company.
     2.02 "Company" means Duquesne Light Company.

     2.03 "Director" means an individual serving on the Board of Directors.

     2.04 "Participant" means a director, former director, or the beneficiary of

a deceased director or former director, who is eligible for or entitled to

receive benefits under this Plan.

     2.05 "Plan" means this Outside Directors' Retirement Plan.

     2.06 "Retirement" means termination of service as a director for any

reason, including without limitation, death, resignation or not being re-

elected.
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                                  ARTICLE III

                                  Eligibility
                                  -----------

     3.01 Directors of the Company shall be eligible to participate in this Plan

as of the later of the effective date of the Plan, or the first day of their

first term as a director, except that a director who is a participant in any tax

qualified retirement plan of the Company (a "Qualified Director") will not be

eligible to participate until the effective date of his or her retirement from

the Company.

     3.02 A director shall be eligible for benefits under this Plan upon

completion of five (5) years of service on the Board or, in the case of a

Qualified Director, upon completion of one (1) year of service on the Board

following his or her retirement from the Company.

                                   ARTICLE IV

                              Retirement Benefits
                              -------------------
     4.01 Participants shall be paid a monthly benefit following retirement in

accordance with the terms and conditions of this Plan.

     4.02 A director's monthly benefit shall be equal to one-twelfth (1/12) of

the annual retainer in effect on the effective date of the director's retirement

from the Board, and shall continue for the number of months equal to the

director's total months of service on the Board prior to attaining the age of 70

(excluding a Qualified Director's Service on the Board during his or her

employment with the Company), but in no event longer than 120 months.  For 

purposes of determining

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the annual retainer in effect on the effective date of a director's retirement,

any portion of such annual retainer that is payable in shares of DQE Common

Stock shall be valued based upon the purchase price paid by the Company in

connection with the most recent issuance of shares to the director, or if there

was no purchase of shares by the Company in connection with such issuance of

shares to the director, then such value shall be based on the average of the

high and low trading prices of DQE Common Stock on the date of such issuance of

shares as quoted in the New York Stock Exchange Composite Transactions listing

in The Wall Street Journal; and

     4.03 Subject to Section 4.02, a director's months of service shall include

any period during which the director served on the Board prior to the effective

date of the Plan and any non-consecutive periods of service.

     4.04 Meeting fees are not considered as a part of the retainer for purposes

of this Plan.
     4.05 Payment of benefits under this Plan shall begin upon the later of:

     (a) The first day of the month following the director's retirement

          from the Board or

     (b) a date elected by the director in writing on or before

          December 31 of the year prior to the calendar year in which

          the director retires.

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A director may make and/or change the election under this section at any time

prior to December 31 of the year prior to retirement.  An election pursuant to

this section may be revoked prior to retirement.

     4.06 Upon the death of a director, either before or after benefits begin,

the balance of such director's benefits under this Plan shall thereafter be paid

to such one or more beneficiaries as the director shall name in a written

beneficiary designation filed with the Corporate Secretary Unit of the Company.

If no beneficiary or beneficiaries are designated, the balance shall be paid to

the director's estate.  Payments to a beneficiary under this Plan shall be in

the same amount and over the same term as payments to the deceased director,

except that a beneficiary may make a written election to receive a lump sum

distribution.

                                   ARTICLE V

                             Deferred Compensation
                             ---------------------

     5.01 Benefits determined under this Plan will be based upon the director's

full retainer entitlement and shall not be reduced by any amount that a director

may elect to defer under the Directors' Deferred Compensation Plan.

                                   ARTICLE VI

                                 Status of Plan
                                 --------------

     6.01 This Plan is a nonqualified supplemental retirement plan.  As such,

all payments from this Plan shall be made from the general assets of the

Company.  This Plan shall not require the Company to set aside, segregate,

earmark, pay into 

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trust or special account or otherwise restrict the use of its assets in the

operation of its business. A participant shall have no greater right or status

than an unsecured creditor of the Company with respect to any amounts owed to

any participant under this Plan.

                                  ARTICLE VII

                              Rights Nonassignable
                              --------------------

     7.01 All payments to persons entitled to benefits under this Plan shall be

made to such persons and shall not be transferable or otherwise assignable in

anticipation of payment of such benefits, in whole or in part, by the voluntary

or involuntary acts of any such persons or by operation of law.  In addition,

such payments shall not be subject to garnishment, attachment or any other legal

process of creditors of such persons.

                                  ARTICLE VIII

                                 Administration
                                 --------------

     8.01 Full power and authority to construe, interpret and administer this

Plan shall be vested in the Compensation Committee of the Board which shall have

full power and authority to make each determination provided for in this Plan.

All determinations made by the Compensation Committee of the Board shall be

conclusive and binding upon the Company and each participant or former

participant.

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                                   ARTICLE IX

                                  Termination
                                  -----------

     9.01 The Board of Directors may terminate this Plan at any time.  Upon

termination of the Plan, benefits shall be paid in accordance with Article IV to

any participant who is receiving benefits under Section 4.05 or 4.06 prior to

the date of termination of the Plan or to any director who has prior to the date

of termination:

     (a) satisfied the eligibility requirements of Article III,

     (b) retired from the Board of Directors of the Company, and

     (c) has not begun to receive benefits under this Plan.

No other payments shall be made to any person under the Plan after the date of

termination, including but not limited to directors who meet the eligibility

requirements of Article III but who have not retired from the Board as of the

date of Plan termination.

                                   ARTICLE X

                              Standstill Provision
                              --------------------

     10.01  After December 1, 1996, no benefits shall continue to accrue or

     shall become payable to any person who was an active director of the

     Company as of December 1, 1996.  Instead, each active outside director will

     receive a one-time award of shares of DQE Common Stock as provided under

     the DQE, Inc. 1996 Stock Plan for Non-Employee Directors.

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                                   ARTICLE XI

                                   Amendment
                                   ---------

     11.01  Except as provided in Section 11.02 below, the Board of Directors

may, in its discretion, amend this Plan from time to time.

     11.02  No amendment to the Plan may take away or reduce the benefit of any

participant who is, or but for an election of a later starting date under

Section 4.05(b), would be, receiving a benefit under the Plan at the time of the

amendment.

                                  ARTICLE XII

                                 Miscellaneous
                                 -------------

     12.01  If the person to receive payment is adjudged or deemed to be legally

incompetent, the payments shall be made to the duly appointed guardian of such

incompetent, or they may be made to such person or persons who are caring for or

supporting such incompetent; and the receipt by such person or persons shall be

a complete acquittance for the payment of the benefit.

     12.02  The expenses of administration of this Plan shall be borne by the

Company.
     12.03  This Plan shall be construed, administered and enforced according to

the laws of the Commonwealth of Pennsylvania.

     This amended and restated Plan is adopted and effective this 27th day of

August, 1996.

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ATTEST:                            DUQUESNE LIGHT COMPANY:

/s/ Diane S. Eismont               BY: /s/ David D. Marshall
-----------------------------          ----------------------------
(Corporate Seal)  Secretary        Title:   President and Chief
                                              Executive Officer


Originally effective April 18, 1989.
Revised March 27, 1990.
Revised June 27, 1995.
Revised August 27, 1996.

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