Exhibit 10.71
 
                                                                  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 Duquesne Light
Company (hereinafter called the "Company"), a Pennsylvania corporation and a
wholly-owned subsidiary of DQE, Inc.

                                   a
                                     n
                                       d

                Dianna L. Green, 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
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is amended and restated to read in its entirety as follows:

                        (a) Employment. The Company hereby offers to employ the
                            ----------     
            Executive as the Senior Vice President-Customer Operations of the
            Company, and the Executive hereby accepts such employment with 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 Senior Vice
            President-Customer Operations of the Company and perform all duties
            consistent with such positions at the direction of the Chief
            Executive Officer of the Company or such other person not below the
            rank of President as such Chief Executive Officer may designate. The
            Executive shall devote her entire time during reasonable business
            hours (reasonable sick leave and

 
vacations excepted) and best efforts to fulfill faithfully, responsibly and
satisfactorily her duties hereunder.

                3. Effect of Amendment. Except as expressly modified hereunder,
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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.

                IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.


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/  Dianna L. Green
                                                --------------------------------
                                                Dianna L. Green

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