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                               AMENDMENT NO. 2
                                    TO THE

                            ENERGY SALES CONTRACT

                                   BETWEEN

                   SITHE/INDEPENDENCE POWER PARTNERS, L.P.

                                     AND

                          ALCAN ALUMINUM CORPORATION
                     d/b/a ALCAN ROLLED PRODUCTS COMPANY

                             Dated March 21, 1996

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                 AMENDMENT NO. 2 TO THE ENERGY SALES CONTRACT
               BETWEEN SITHE/INDEPENDENCE POWER PARTNERS, L.P.
                        AND ALCAN ALUMINUM CORPORATION
                     d/b/a ALCAN ROLLED PRODUCTS COMPANY

     This Amendment No. 2, dated as of March 21, 1996, to the Energy Sales
Contract ("Amendment No. 2") by and between Sithe/Independence Power Partners,
L.P. ("Independence") and Alcan Aluminum Corporation d/b/a Alcan Rolled
Products Company ("Alcan").


                                 WITNESSETH:

     WHEREAS, the parties entered into an Energy Sales Contract, dated as of
November 18, 1992 ("Energy Sales Contract"), pursuant to which Alcan shall
purchase designated amounts of electricity and steam from a cogeneration
project that Independence has developed on a site in the Town of 
Scriba, New York; and


     WHEREAS, the parties entered into two letter agreements, dated January 21,
1993 and January 29, 1993, which clarified and/or amended the Energy Sales
Contract;

     WHEREAS, the parties entered into Amendment No. 1 to the Energy Sales
Contract dated as of February 3, 1993 ("Amendment No. 1");

     WHEREAS, the parties desire to effectuate another written amendment to the
Energy Sales Contract, in accordance with Section 35.01 thereof;

     NOW, THEREFORE, in consideration of the premises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, Alcan and Independence
agree to the following:

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     1. The defined term "Cost of Producing Electricity" is hereby deleted from
the Energy Sales Contract and replaced, wherever it appears, by the term
"Adjusted Cost of Producing Electricity," and the defined term "Calculated
Profit From Sales" is hereby amended to read as follows:

     "Calculated Profit From Sales" shall mean for any month the
     positive difference between (i) the average per kilowatthour price
     for sales of electricity from the Project (as defined below) to
     persons other than Alcan or the Alternative Steam Hosts, if any,
     during such month, and (ii) the Adjusted Cost of Producing
     Electricity with respect to such month.

     2. Article I of the Energy Sales Contract is hereby amended by inserting 
the following new defined terms:

     "Adjusted Cost of Producing Electricity" shall mean for any
     month the sum of (a) the Project's actual Capital Costs
     (excluding any return on equity) with respect to the prior month
     of operation plus (b) the Project's actual operating costs
     (excluding any return on equity) including all actual fixed and
     variable fuel transportation costs and expenses, all actual
     minimum take or other fuel related penalties and all Fuel
     Commodity Costs (as defined below) incurred by the Project
     with respect to the prior month of operation, which sum shall be
     divided by the difference between (a) the aggregate number of
     kilowatthours produced by the Project in that prior month minus
     (b) the sum of (I) the Project's actual parasitic load (expressed
     in kilowatthours) with respect to such prior month plus (2) the
     actual transmission losses (expressed in kilowatthours) deducted
     from deliveries of electric energy by the Project to the Project's
     customers during such prior month. It is acknowledged and
     agreed that Alcan shall not share in or be liable for the
     repayment of any cumulative tracking account balance that may
     be owed to or by the Project at any time pursuant to any of its
     gas supply contracts.

     "Fuel Commodity Costs" shall mean for any month the product
     of (a) the actual quantity of fuel (expressed in MMBtus)

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     purchased by the Project with respect to the prior month of
     operation multiplied by (b) the Fuel Price (expressed in
     $/MMBtu) for such prior month of operation.

     "Fuel Price" shall mean for any month the "Index" price
     (expressed in $/MMBtu) reported in the first issue during such
     Month of Inside FERC's Gas Market Report under the section
     entitled "Prices of Spot Gas Delivered to Pipelines" for deliveries
     to ANR Pipeline Co. in Louisiana, plus $0.0175 per MMBtu,
     provided that during the period from January 1, 1996 to and
     including December 31, 1999, the Fuel Price for the first
     116,000 MMBtus purchased by the Project on any day during
     such period (a) shall be $2.47/MMBtu during the period from
     January 1, 1996 to and including December 31, 1996, (b) shall
     be $2.78/MMBtu during the period from January 1, 1997 to and
     including December 31, 1997, (c) shall be $3.05/MMBtu during
     the period from January 1, 1998 to and including December 31,
     1998, and (d) shall be $3.32/MMBtu during the period from
     January 1, 1999 to and including December 31, 1999.

     Quality of Electricity Criteria - shall have the meaning set forth
     in Exhibit T, which is attached hereto and hereby incorporated
     into the Energy Sales Contract.

     3. The third sentence of Section 3.04 is hereby deleted and replaced by the
following:

     At any time after the Electrical Start-Up Date, Alcan, at its
     option, may designate any or all of the equipment installed as of
     January 1, 1996 beyond the Delivery Points, and all spare or
     back-up equipment pertaining thereto, as Alcan property and
     Independence hereby agrees (i) to transfer ownership of said
     equipment without the exchange of further consideration, and (ii)
     to deliver to Alcan copies of all documents, drawings and
     software pertaining to such equipment, spares and back-ups "As
     Commissioned" in the quantity, format and media specified by
     Alcan. Any custom software documentation must include the
     source code. Absent exigent circumstances, the parties shall
     negotiate a reasonable future date(s) for the actual transfer of
     ownership, provided, however, that if the parties do not agree
     within thirty (30) days of initial notification by Alcan, Alcan

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     shall have the option to designate the actual date for transfer of
     ownership without further negotiations.

     4. Sections 9.04 and 9.05 are hereby deleted and replaced by the following:

     9.04 Subject to Section 9.05, the price of Alcan Metered Usage
     sold by Independence to Alcan during the first fifteen Years of
     Operation shall be as follows:

          Year of Operation   Price ($ per kilowatthour)
          -----------------   -------------------------
               1                   $0.0446
               2                   $0.0447
               3                   $0.0480
               4                   $0.0510
               5                   $0.0515
               6                   $0.0512
               7                   $0.0530
               8                   $0.0550
               9                   $0.0565
               10                  $0.0615
               11                  $0.0625
               12                  $0.0665
               13                  $0.0679
               14                  $0.0699
               15                  $0.0738

     For subsequent Years of Operation, the price of Alcan Metered
     Usage shall be the Adjusted Cost of Producing Electricity. For
     purposes herein, each Year of Operation shall begin on the
     yearly anniversary of the Electrical Start-Up Date and terminate
     on the day immediately preceding the next such yearly
     anniversary.

     9.05 Notwithstanding the provisions of Section 9.04, Alcan shall
     have the following additional options which may affect the price
     of Alcan Metered Usage:

     (a) after the expiration of the fifth Year of Operation,
         and upon sixty days prior written notice to
         Independence, Alcan shall have the right to elect
         to purchase Alcan Metered Usage at the Adjusted

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         Cost of Producing Electricity, provided that any
         such election shall mean the fixed prices set forth
         in Section 9.04 shall not thereafter be available to
         Alcan and all Alcan Metered Usage sold in
         subsequent Years of Operation shall be priced at
         the Adjusted Cost of Producing Electricity.

     (b) Alcan also shall have the right to elect at any time
         and from time to time, upon sixty (60) days prior
         written notice to Independence, to purchase all of
         its electrical needs at the Oswego Works from an
         electrical power supplier other than Independence;
         provided that any such election to so purchase by
         Alcan must be for a period of not less than five
         years and, provided further, that once Alcan
         exercises the option to purchase from another
         electrical power supplier, any electricity
         subsequently purchased from the Project shall be
         priced at the Adjusted Cost of Producing
         Electricity unless the alternate source of supply
         involves an agreement that includes some form of
         consideration acceptable to Independence, in
         which case subsequent purchases of electricity by
         Alcan from the Project shall be at the fixed prices
         set forth in Section 9.04 for the applicable Year of
         Operation.

     5. Section 9.07 is deleted and replaced by the following:

9.07 (a) Except for periods during which Alcan is
         purchasing electricity from the Project at the fixed
         prices set forth in Section 9.04, Alcan shall be
         entitled to receive a share of the net proceeds
         associated with that portion of the Alcan Capacity
         Entitlement which Alcan does not use in
         accordance with the terms set forth below. For
         purposes herein, the net proceeds of the Alcan
         Capacity Entitlement which Alcan does not use
         shall be equal to the product of the Net Alcan
         Entitlement multiplied by the Calculated Profit
         From Sales.

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         (i) during any periods occurring in the first
             fifteen Years of Operation in which Alcan
             is purchasing its electrical needs at the
             Oswego Works from Independence
             pursuant to Section 9.05(a), Alcan will be
             paid or credited with, on a monthly basis
             50% of the net proceeds associated with
             that portion of the Alcan Capacity
             Entitlement which Alcan does not use.

        (ii) during any periods occurring in the first
             fifteen Years of Operation in which Alcan
             is voluntarily purchasing some or all of its
             electrical needs at the Oswego Works from
             an electrical power supplier other than
             Independence pursuant to Section 9.05(b),
             Alcan will be paid or credited with, on a
             monthly basis, 25% of the net proceeds
             associated with that portion of the Alcan
             Capacity Entitlement which Alcan does not
             use unless the alternate source of electricity
             supply for Alcan includes an agreement
             that includes some form of consideration
             acceptable to Independence, in which case
             Alcan will be paid or credited with, on a
             monthly basis, 50% of the net proceeds
             associated with that portion of the Alcan
             Capacity Entitlement which Alcan does not
             use during the period that it is receiving
             such alternate supply.

       (iii) during any periods occurring in the first
             fifteen Years of Operation in which Alcan
             is involuntarily purchasing all or part of its
             electrical needs at the Oswego Works from
             an electrical power supplier other than
             Independence, Alcan will be paid or
             credited with, on a monthly basis, 50% of
             the net proceeds associated with that
             portion of the Alcan Capacity Entitlement
             which Alcan does not use. For purposes of
             calculating amounts due to Alcan under


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             Sections 9.06 or 9.13 hereof, the fixed
             prices set forth in Section 9.04 shall be
             used.

        (iv) beginning in the sixteenth Year of
             Operation, and at all times prior to that
             during which the terms of Section 9.13 are
             operative, and provided that Alcan is not
             then voluntarily purchasing electricity from
             a third party supplier pursuant to Section
             9.05(b) hereof. Alcan will be paid or
             credited with, on a monthly basis, 50% of
             the net proceeds associated with that
             portion of the Alcan Capacity Entitlement
             which Alcan does not use.

     (b) For purposes of the calculation of proceeds due to
         Alcan under this subsection, sales of all unused
         Alcan Capacity Entitlement will be presumed,
         discounted only by the Capacity Factor for the
         Project. It is agreed that this clause is not
         intended to, nor under any circumstances shall it,
         result in Alcan reimbursing or being in any way
         liable to Independence for sales by Independence
         to third parties at prices that are lower than the
         Adjusted Cost of Producing Electricity. The
         administration of sales to third parties, including
         the selection of buyer(s) of the electric capacity
         and/or energy, will be the sole responsibility of
         Independence. Alcan shall provide, not less than
         sixty (60) days prior to the start of each calendar
         year, a written, good faith estimate of its projected
         annual usage for the ensuing year, it being agreed
         that Alcan may designate up to the entire Alcan
         Capacity Entitlement plus the capacity and energy
         associated with Section 9.09 and, if applicable,
         Section 9.10, for its own use, or any part thereof.
         Credits inuring to Alcan's benefit under this
         Section 9.07 shall be credited to Alcan in
         accordance Section 15.01.


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     6. The Schedule of Costs attached as Exhibit "R" to the Energy Sales 
Contract is hereby declared null and void.

     7. The second sentence of Section 9.09 is hereby deleted and replaced by
the following:

     The price of purchases under this Section 9.09 shall be equal to
     the fixed prices set forth in Section 9.04 or, if applicable,
     Section 9.05, plus $0.001/kwh during the first fifteen Years of
     Operation and the Adjusted Cost of Producing Electricity plus
     $0.001/kwh each Year of Operation thereafter.

     8. The third sentence of Section 9.02 is hereby deleted and replaced by the
following:

     The quality of electricity delivered shall be at least equal to the
     Quality of Electricity Criteria set forth in Exhibit T.

     9. The following sentence is hereby inserted between the first and second
sentences of Section 9.06(a):

     With regard to Independence's obligations pursuant to the
     preceding sentence, at Alcan's request, Independence will install,
     at its sole cost, any additional systems or equipment reasonably
     required to ensure a maximum of one hour switch-over time to
     back-up or standby electricity as soon as reasonably possible
     after the first incident where a period of more than one hour was
     required for such switch-over.

     10. The second sentence of Section 9.06(c) is hereby deleted and replaced
by the following:

     If there are more than two interruptions of electrical service from
     the Project during any three month period, or if there are more
     than two interruptions of Alcan process equipment during any
     three month period caused solely by the supply of electricity
     which does not meet the Quality of Electricity criteria, upon the

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     occurrence of the third (or more) interruption Alcan shall have
     the option to elect or remain on back-up or standby service, at
     Independence's expense, until Independence can demonstrate to
     Alcan's reasonable satisfaction that the cause (or causes) of the
     interruptions has been cured provided, however, that
     Independence must cure the cause (or causes) of the interruptions
     within a reasonable time.

     11. The following new Section 9.06(d) is hereby inserted following Section
9.06(c):

     9.06 (d) With respect to Section 9.06(c) hereof, Alcan
             acknowledges that its process equipment may be
             affected by operating problems and interruptions
             which are not caused by the quality of electricity
             it receives and that Independence is not in a
             position to understand the nature or causes of such
             problems and interruptions. Accordingly, if any
             such problems or interruptions occur which Alcan
             reasonably believes are caused solely by
             Independence's failure to provide electricity which
             meets or exceeds the Quality of Electricity
             criteria, Alcan will work with Independence to
             confirm and demonstrate to Independence that any
             such problem or interruption was so caused and is,
             therefore, subject to the second sentence of
             Section 9.06(c) hereof.

     12. The Phase I equipment list attached hereto and marked as Exhibit "K" is
hereby incorporated into the Energy Sales Contract as Exhibit "K".

     13. The Phase III equipment list attached hereto and marked as Exhibit "L"
is hereby incorporated into the Energy Sales Contract as Exhibit "L".

     14. The drawing attached hereto and marked as Exhibit "M" to the Energy
Sales Contract, which, pursuant to the definition of Design Point Capacity in
the Energy Sales 

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Contract, depicts the Design Point Capacity graph, is hereby
incorporated into the Energy Sales Contract as Exhibit "M".

     15. Pursuant to Section 10.04 of the Energy Sales Contract, the Steam
Delivery Point, as actually installed, is shown as the point of connection on
Exhibit "O" attached hereto, which Exhibit "O" is hereby incorporated into the
Energy Sales Contract.

     16. The documents attached hereto and entitled Electrical Equipment Beyond
Delivery Point, and marked as Exhibit "P", and Steam Equipment Beyond Delivery
Point, and marked as Exhibit "Q", are hereby incorporated into the Energy Sales
Contract as Exhibits "P" and "Q", respectively.

     17. The documents attached hereto and entitled Specification For Quality
of Steam Delivered to Alcan and marked as Exhibit "S" is hereby incorporated
into the Energy Sales Contract.

     18. The document attached hereto and entitled Quality of Delivered Power
and marked as Exhibit "T" is hereby incorporated into the Energy Sales
Contract.

     19. The parties further agree as follows:

     (a) Installation of Steam Equipment/Supply of Steam to Recycling
         Facility


         l. Sithe/Independence has installed two air handling
            units originally planned for Alcan's Oswego
             Works into Alcan's new recycling facility.

         2. The aggregate annual quantities of thermal energy
             to be consumed by Alcan will equal or exceed the
             aggregate annual quantities of thermal energy that
             Alcan would have consumed had the two air
             handling units been installed as originally

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             contemplated at Alcan's existing facilities. The
             other provisions of the Energy Sales Contract with
             respect to Alcan's thermal usage obligations shall
             apply.

     (b) Supply of Electricity to Recycling Facility

         1. Alcan will utilize a portion of the Alcan Capacity
             Entitlement, as that term is defined in the Energy
             Sales Contract, to supply its additional electrical
             needs at the new recycling facility and
             Sithe/Independence shall supply such electricity to
             Alcan pursuant to the terms of the Energy Sales
             Contract provided, however, that
             Sithe/Independence will provide a discount for a
             portion of the actual additional electrical usage
             (not to exceed (i) a maximum demand of 3 MW
             in any hour or (ii) 26,280,000 kilowatthours in
             any twelve month period) at the new recycling
             facility for a period of three years from January 1,
             1996. It is the intent of Alcan and
             Sithe/Independence that none of the electric
             energy purchased by Alcan for use at Alcan's
             facilities (other than at the new recycling facility)
             will be eligible for any discount hereunder nor
             will any electric energy associated with a demand
             at the new recycling facility in excess of 3 MW be
             eligible for any discount hereunder. The price to
             be paid during the three year period of discounts
             for such portion of the actual electrical usage at
             the new recycling facility eligible for a discount
             shall be $.036/kwh. Such discount will be subject
             to the following conditions:

             (i) Alcan will be responsible for the cost of
                 installation of any electrical distribution
                 systems or any related facilities necessary
                 for the interconnection of the electrical
                 system of the new recycling facility with
                 the existing electrical distribution system,
                 provided that Sithe/Independence may
                 install additional electrical metering if

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                 reasonably required to measure the actual
                 usage at the new recycling facility

            (ii) Alcan and Sithe/Independence will work
                 together to minimize such costs and agree
                 that billing quality meters will not be
                 required given that the discount for
                 services at the recycling facility will
                 remain in effect for only three years.

           (iii) Alcan will provide Sithe/Independence
                 with reasonable access to all of the
                 metering data and information collected by
                 the electrical metering installed by Alcan at
                 the new recycling facility as well as any
                 other data or information reasonably
                 requested by Sithe/Independence to verify
                 that the discount provided hereunder is
                 being applied only to the electrical energy
                 utilized at the new recycling facility and
                 only to the extent that such electrical
                 energy is associated with a demand at the
                 new recycling facility of 3 MW or less.

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     IN WITNESS WHEREOF, Independence and Alcan have caused this
Amendment No. 2 to be executed by their proper, duly authorized officers

                   SITHE/INDEPENDENCE POWER PARTNERS, L.P.
                        By: Sithe/Independence, Inc.,
                             its General Partner

Attest:                       By:   Thomas A. Meinicke
                                    -------------------------
                                    
By:                           Name:  Thomas A. Meinicke
-------------------------           -------------------------
Name:                         Title: Asst. Vice President
-------------------------           -------------------------
Title:                        Date  March 21, 1996
-------------------------           -------------------------

                          ALCAN ALUMINUM CORPORATION
                     d/b/a ALCAN ROLLED PRODUCTS COMPANY

Attest:                       By:   Robert L. Ball
                                    -------------------------
By:                           Name: Robert L. Ball
-------------------------           -------------------------
Name:                         Title President
-------------------------           -------------------------
Title:                        Date: March 21, 1996
-------------------------           -------------------------

1341.03197/MGL50

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