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                                                            EXHIBIT 10.14

                               AMENDMENT NO. 1 TO
                           ELECTRIC SERVICE AGREEMENT
                             DATED NOVEMBER 1, 1994

         This AMENDMENT No. 1 TO ELECTRIC SERVICE AGREEMENT DATED NOVEMBER 11,
1994, made this 10th day of October , 1997, between EASTALCO ALUMINUM COMPANY, a
Delaware corporation and a wholly-owned subsidiary of Alumax Inc. ("Eastalco")
and THE POTOMAC EDISON COMPANY, d.b.a. Allegheny Power, a Maryland and Virginia
corporation and a wholly-owned subsidiary of Allegheny Energy, Inc. ("Potomac").

                                    RECITALS

1. Eastalco and Potomac are parties to an Electric Service Agreement dated
November 11, 1994, (the "ESA" or the "Agreement") whereby Potomac, a public
utility engaged in the production, transmission, distribution and sale of
electric power and energy, sells such electric power and energy to Eastalco at
its aluminum reduction facility near Buckeystown Station, Frederick County,
Maryland.

2. The initial term of the ESA is for a period of seven years commencing April
1, 1993, with an automatic renewal for a first subsequent term of eighteen
months which would expire on September 30, 2001, unless either party gives
written notice of cancellation prior to April 1, 1998. Thereafter, the ESA shall
be renewed automatically for additional subsequent terms of one year each,
unless either party gives written notice of cancellation at least thirty months
prior to the expiration of any subsequent term.

3. Eastalco and Potomac have engaged in negotiations and reached agreement to
amend and extend the ESA for a fixed term through March 31, 2003, with certain
optional renewals. Eastalco and Potomac, therefore, reaffirm the ESA in its
entirety, amended as described below.

                                    AGREEMENT

1. DEFINITIONS..

         In addition to the terms defined above, the terms capitalized below
shall have the meaning set forth in the ESA, as amended by this Amendment No. 1.

2. MODIFICATION OF TERMS OF THE ESA.

         A. Paragraph 2. TERM OF AGREEMENT. The provision shall be

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deleted and replaced with:

         2. TERM OF AGREEMENT. 
         This Agreement shall become effective at 12:01 a.m., January 1, 1998,
         or at 12:01 a.m. on the first day of the first month following receipt
         of all required final orders by regulatory agencies (i) approving
         Amendment No. 1 to the Agreement and/or (ii) approving any tariffs or
         agreements necessitated by Amendment No. 1, whichever is later. In the
         event that any necessary approvals are not received prior to January 1,
         1998, billing will be made in accordance with the operation and billing
         provisions of this Agreement as amended by Amendment No. 1, with an
         appropriate adjustment to reflect the actual effective date being made
         following approval. In the event that any final orders approving
         Amendment No. 1 contain conditions which materially affect the rights
         and responsibilities of either party, the affected party at its sole
         option may declare Amendment No. 1 terminated. If Amendment No. 1 is
         terminated as described above, or if Amendment No. 1 does not receive
         all required final orders as described above, the original unamended
         Agreement shall remain in effect, except that the written notice of
         cancellation required by Paragraph 2 to be given prior to April 1,
         1998, shall be required to be given prior to April 1, 1998, or sixty
         (60) days after a final order approving Amendment No. 1 containing
         conditions which materially affect the rights and responsibilities of
         either party or a final decision denying approval of Amendment No. 1,
         whichever is later.

                  Unless terminated earlier pursuant to Sub-Paragraph 3.2.1.
         3, Sub-Paragraph 14.17, Sub-Paragraph 14.18 or Sub-Paragraph 14.19,
         this Agreement will expire at 12: 01 a.m., April 1, 2003, provided one
         or both parties give written notice of cancellation at least twelve
         (12) months prior to expiration. If neither party gives such notice,
         following the initial term this Agreement will be renewed annually for
         subsequent terms of twelve (12) months unless either party gives
         written notice of cancellation at least six (6) months prior to the
         expiration of any term.

                  The parties intend for the services, prices and other terms
         herein to be effective notwithstanding the availability to Eastalco of
         retail access prior to April 1, 2003.

         B. Sub-Paragraph 3.1. SALE OF SYSTEM CAPACITY. The provisions of
Sub-Paragraphs 3.1., 3.1.1., 3.1.2., and 3.1.3. shall be deleted and replaced
with the following:

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         3.1. SALE OF SYSTEM CAPACITY.

                  Unless otherwise excused under the terms of this Agreement,
         during all months of the year, Potomac shall make available to Eastalco
         at least 110,000 kilowatts of System Capacity during Load Reduction
         Periods and 350,000 kilowatts during other hours.

         C. Sub-Paragraph 3.2.1.1. shall be amended by deleting "System Demand"
and inserting "Billing Capacity" in its place.

         D. Sub-Paragraph 3.2.1.2. CAPACITY CHARGE. Sub-Paragraph 3.2.1.2. shall
be deleted in its entirety and the following inserted in its place:

                  3.2.1.2. An Additional Capacity Charge shall be billed as
                  follows:

                  <TABLE>
                    <S>                              <C>
                    1998                             $135,000 per month
                    1999                             $138,000 per month
                    2000                             $119,000 per month
                    2001 and after                   $116,000 per month
                  </TABLE>

         E. Sub-Paragraph 3.2.1.3. Capacity Charge. The following is added
following Sub-Paragraph 3.2.1.2.:

                  3.2.1.3. The Capacity Charge and Additional Capacity Charge
                  shall remain in effect until modified pursuant to an agreement
                  or proceeding before the Maryland Public Service Commission
                  pursuant to which base rates are generally adjusted. If in
                  said agreement or proceeding the base rates for Eastalco are
                  not established pursuant to the Stipulation Regarding the
                  Establishment of Rates Under the Power Contract Between
                  Potomac Edison and Eastalco dated June 15, 1993 (the
                  "Stipulation") and the result is less favorable to Eastalco
                  than rates would be if established on such an allocation, then
                  Eastalco shall have the option to terminate this Agreement on
                  six (6) months written notice given within twelve (12) months
                  after the order becomes final, except that no such termination
                  shall be effective before March 31, 2000. Nothing herein shall
                  prevent Eastalco from providing such notice more than six (6)
                  months prior to March 31, 2000, but termination will not
                  become effective until March 31, 2000. Until termination of
                  this Agreement by Eastalco is effective, base rates for
                  Eastalco shall be as ordered in such order.

         F. Sub-Paragraph 3.2.2. BILLING CAPACITY. Sub-Paragraph 3.2.2. shall be
deleted in its entirety and the following inserted in its place:

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                  3.2.2. BILLING CAPACITY.

                           For all months, Billing Capacity shall be the
                  greatest of:

                           3.2.2.1. .30 times (the sum of System Energy and
                  Off-System Energy divided by the number of hours in the
                  Billing Period); or,

                           3.2.2.2. .25 times the Maximum Instantaneous Demand;
                  or,

                           3.2.2.3. 110,000 kilowatts plus any Undermodulation
                  Increment pursuant to Sub-Paragraph 7.2.2.2.; or,

                           3.2.2.4. The highest result established by the
                  application of Sub-Paragraphs 3.2.2.1. through 3.2.2.3. above
                  during any of the three preceding months, except that only
                  months billed after Amendment No. 1 becomes effective may be
                  used in this calculation.

         G. Sub-Paragraph 3.4. UNDERMODULATION CHARGE. Shall be deleted in its
entirety.

         H. Sub-Paragraph 4.1. SALE OF CONTRACT ENERGY The provisions of
Sub-Paragraph 4.1 shall be amended by deleting the first sentence and by
deleting "310,000" wherever it appears and inserting "350,000" in its place.

         I. Sub-Paragraph 4.2.2. PRICE OF SYSTEM ENERGY. The provisions of
Sub-Paragraph 4.2.2. shall be amended to read:

                  4.2.2. PRICE OF SYSTEM ENERGY

                           The price payable for System Energy shall be the sum
                  of the amounts set forth in Sub-Paragraphs 4.2.2.1., 4.2.2.2.,
                  and 4.2.3.

         J. Sub-Paragraph 4.2.2.2. The provisions of Sub-Paragraph 4.2.2.2.
shall be amended to read:

                  4.2.2.2. The Incremental Energy multiplied by the Incremental
                  Energy Charge which shall mean the greater of: (i) the hourly
                  incremental Actual Cost of energy to Potomac, before sales to
                  non-affiliated utilities incurred during the hours of
                  Incremental Energy use during the Billing Period, plus 3.20
                  mills per kilowatt-hour (for billing periods during calendar
                  years 1998 and 1999) or 2.85 mills per kilowatt-hour (for
                  billing periods during calendar years 2000 through the term of
                  this Agreement), adjusted for Maryland gross receipts tax (or
                  such other applicable tax as may be enacted) and applicable
                  siting charges, or (ii) the Base Energy Charge.

         K. Sub-Paragraph 4.2.2.3. The following is added following



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Sub-Paragraph 4.2.2.2.:

                  4.2.2.3. In the event that Potomac's fuel rate (or any
                  separately stated cost recovery method which may take its
                  place) ceases to become a separately stated rate and becomes
                  part of base rates in Maryland, the rate included with base
                  rates shall be the effective rate for purposes of
                  Sub-Paragraph 4.2.2.1.

         L. Sub-Paragraph 4.4. PROFIT SHARING AGREEMENT shall be amended by
adding as its first sentence: "The Profit Sharing Surcharge shall be effective
through March 31, 2000, but shall cease thereafter."

         M. Sub-Paragraph 4.4.2. shall be amended by deleting all but the first
sentence.

         N. Paragraph 6. SALE OF IDLE CAPACITY. Shall be amended by deleting
"240,000" or "130,000" or "200,000" wherever they appear and inserting "110,000"
in their places.

         O. Sub-Paragraph 7.1. DEFINITION OF LOAD REDUCTION PERIOD.
Sub-Paragraph 7.1 shall be deleted in its entirety and the following inserted in
its place:

                  7.1 DEFINITION OF LOAD REDUCTION PERIOD .

                           Potomac may designate as a Load Reduction Period any
                  number of hours during any day of any month that Potomac
                  reasonably believes will be a day on which exists the
                  potential for a shortage of generating capacity dedicated to
                  serving regulated load (including capacity owned or leased by
                  Allegheny subsidiaries Potomac, Monongahela Power Company, and
                  West Penn Power Company and capacity obtained under PURPA or
                  similar obligations); provided that (i) the designated hours
                  shall be only between 7 a.m. and 10 p.m., Monday through
                  Saturday, and (ii) the total number of Load Reduction Period
                  hours shall not exceed sixty (60) in any calendar week or five
                  hundred forty (540) in any calendar year. Potomac shall not
                  use a Load Reduction Period for economic purposes.

         P. Sub-Paragraph 7.2. NOTICE OF REDUCED LOAD. SubParagraph 7.2 shall be
amended by deleting the existing provision in its entirety and inserting the
following in its place:

                  7.2. NOTICE OF REDUCE LOAD.

                  7.2.1. Potomac will give notice of a Load Reduction Period to
                  Eastalco no later than two hours prior to and no earlier than
                  four hours prior to the beginning of

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            the Load Reduction Period.

         Q. Sub-Paragraph 7.2.2. NOTICE OF RECUR LOAD. The following is added
following Sub-Paragraph 7.2.1.:

                  7.2.2. Together with notice of a Load Reduction Period,
                  Potomac will provide a non-binding estimate of the total
                  number of kilowatts by which Eastalco will be required to
                  reduce its load supplied by Potomac, and a nonbinding estimate
                  of the number of available kilowatts of Off-System Power and
                  the price of such Off-System Power Potomac will make available
                  to Eastalco during the designated Load Reduction Period.
                  Eastalco will have the option of reducing its load as metered
                  or purchasing Off-System Power (as specified in Paragraph 10)
                  or any combination thereof to reduce its load the total number
                  of kilowatts designated by Potomac in the notice. Eastalco
                  will notify Potomac of the number of kilowatts it will reduce
                  its load as metered, if any, (referred to as the "Committed
                  Load Modulation") within two hours of the notice of a Load
                  Reduction Period. The Committed Load Modulation will reduce
                  the amount of Off-System Power secured by Potomac. Eastalco
                  will reduce its load as metered by the number of kilowatts it
                  designates through changes not exceeding 50,000 kilowatts
                  every ten minutes, unless requested by Potomac to reduce its
                  load in larger blocks.

                           7.2.2.1. If Eastalco fails to notify Potomac of its
                           selected option as specified in Sub-Paragraph 7.2.2.,
                           then Eastalco will be deemed to have agreed to zero
                           Committed Load Modulation and Potomac will provide
                           Off-System Power in an amount up to Eastalco's actual
                           load during the Load Reduction Period, less 110,000
                           kilowatts.

                           7.2.2.2. If Eastalco notifies Potomac that it will
                           reduce its load as metered but fails to achieve the
                           Committed Load Modulation, then an amount equal to
                           the greatest undermodulation during the entire Load
                           Reduction Period for the affected Billing Period will
                           be added to the Billing Capacity (the
                           "Undermodulation Increment"). If there is more than
                           one Load Reduction Period during the affected Billing
                           Period, additions of any Undermodulation Increments
                           will be cumulative.

         R. Paragraph 8. POTENTIAL PEAK HOURS. shall be deleted in its entirety.


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         S. Sub-Paragraph 9.1.2. EMERGENCY FOR PRESERVATION OF SYSTEM INTEGRITY.
shall be amended by deleting "400,000" and inserting "560,000' in its place.

         T. Sub-Paragraph 9.1.4. RESTORATION TO NORMAL OPERATIONS. shall be
amended by deleting "shall not declare any hour in a Recovery Period to be a
Potential Peak Hour nor shall it declare another emergency under Sub-Paragraph
9.1.2. or 9.2.; however, Potomac may declare Load Reduction Periods that include
hours in a Recovery Period" and replacing it with "may declare another
emergency under 9.1.2. or 9.2. and Load Reduction Periods that include hours in
a Recovery Period, but Eastalco will only be obligated to reduce load to the
extent Potomac actually delivers Off-System Power under Paragraph 10.1"

         U. Paragraph 10. OPERATIONS DURING LOAD REDUCTION PERIODS AND FIRM LOAD
EMERGENCIES. shall be amended by deleting "200,000" and replacing it with
"110,000."

         V. Sub-Paragraph 10.1. OBLIGATION OF POTOMAC. The provisions of
Sub-Paragraph 10.1 shall be amended by deleting "100,000 kilowatt-hours per hour
of the difference between Eastalco's average load of the previous week and
200,000 kilowatt-hours per hour" and inserting "240,000 kilowatt-hours per
hour."

         W. Sub-Paragraph 10.2. PRICING. shall be deleted in its entirety and
the following inserted in its place:

                  10.2. PRICING

                           Potomac agrees to furnish Eastalco with the lowest
                  cost Off-System Power available and deliverable. The price
                  payable by Eastalco for Off-System Power during Load Reduction
                  Periods shall be the Actual Cost to Potomac plus 2 mills per
                  kilowatt-hour. The price payable by Eastalco for Off-System
                  Power during a Firm Load Emergency shall be Potomac's Actual
                  Cost. The price in either event shall include gross receipts
                  tax (or such other applicable tax as may be enacted), if
                  applicable. Potomac shall furnish Eastalco with a nonbinding
                  estimate of such price at the time it gives notice of a Load
                  Reduction Period under Sub-Paragraph 7.2. or a Firm Load
                  Emergency under Sub-Paragraph 9.2.4. If Eastalco does not
                  respond to such notice, Potomac will provide Off-System Power
                  (to the extent available and deliverable) in an amount up to
                  Eastalco's actual load during the Firm Load Emergency or Load
                  Reduction Period, less 110,000 kilowatts.

         X. Sub-Paragraph 10.3 . INSUFFICIENT POWER. Shall be amended by
deleting "shall not declare any hour in a Recovery Period to be a Potential Peak
Hour nor shall it declare another

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emergency under Sub-Paragraph 9.1.2. or 9.2.; however, Potomac may declare Load
Reduction Periods that include hours in a Recovery Period" and replacing it with
"may declare another emergency under 9.1.2. or 9.2. and Load Reduction Periods
that include hours in a Recovery Period, but Eastalco will only be obligated to
reduce load to the extent Potomac actually delivers Off-System Power under
Paragraph 10.1"

         Y. Paragraph 14. MISCELLANEOUS. The following SubParagraphs 14.16.,
14.17., 14.18. and 14.19. are added:

                  14.16. RIGHT OF FIRST REFUSAL.

                           14.16.1. GRANT OF RIGHT OF FIRST REFUSAL.

                                    14.16.1.1. If upon expiration of the term of
                           this Agreement Eastalco elects to access the electric
                           power market to obtain electric power from a source
                           other than Potomac ("Retail Access")or to
                           self-generate, Eastalco shall grant to Potomac, its
                           affiliates, and successors and assigns of Potomac and
                           their affiliates (jointly referred to as "Allegheny
                           Affiliates"), a right of first refusal ("Right") to
                           provide electric power to Eastalco at a price no
                           higher than the avoidable cost (as defined in
                           Sub-Paragraph 14.16.3.2.) of Eastalco's preferred
                           alternative power supply from a written, enforceable
                           offer submitted or offered to or obtained by Eastalco
                           from such third party supplier; provided, however,
                           that the Allegheny Affiliates supply of such electric
                           power pursuant to such Right shall be equivalent to
                           the offer of Eastalco's preferred alternative power
                           supply and in accord with a reasonable and mutually
                           acceptable agreement.

                                    14.16.1.2. If upon expiration of this
                           Agreement Eastalco does not elect Retail Access or
                           self-generation, then Allegheny Affiliates shall not
                           be granted, nor shall they possess such Right, unless
                           or until Eastalco elects Retail Access or
                           self-generates, provided however, that except as may
                           be set forth in Sub-Paragraph 14.16.3., in no event
                           will such Right exist or be available to any
                           Allegheny Affiliate beyond the period described in
                           Sub-Paragraph 14.16.2.1.

                                    14.16.1.3. The Allegheny Affiliates shall
                           not have the Right if this Agreement is terminated by
                           Eastalco pursuant to either Sub-Paragraph 3.2.1.3.,
                           14.17, 14.18 or 14.19., regardless of



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                           whether Eastalco elects Retail Access or
                           selfgenerates.

                           14.16.2. APPLICABILITY.

                                    14.16.2.1. The Allegheny Affiliates shall
                           have the right to use the Right as often as Eastalco
                           shall solicit bids and/or receive offers (under terms
                           equivalent to the offer of Eastalco's preferred
                           alternative power supply and in accordance with a
                           reasonable and mutually acceptable agreement),
                           following expiration of this Agreement, for all
                           months and for the same amount of electric power each
                           month following the expiration of the Agreement
                           through March, 2005 or for no months.

                                    14.16.2.2. This right applies only to the
                           electric power requirements of the two existing
                           Eastalco potlines and auxiliary loads for those
                           potlines, as of the date Amendment No. 1 to this
                           Agreement becomes effective.

                           14.16.3. AVOIDABLE COST.

                                    14.16.3.1. If Eastalco's alternative supply
                           is a potential purchase from a third party generator,
                           utility or marketer, the avoidable cost shall be the
                           cost of power that would be purchased from the third
                           party generator, utility or marketer, taking into
                           account the present value of any benefits or costs
                           offered by the supplier that would occur after March
                           31, 2005. In the event that Eastalco's preferred
                           alternative power supply that the Allegheny
                           Affiliates must match incorporates benefits extending
                           past March 31, 2005, the Allegheny Affiliates shall
                           have the right to match the entire term with the
                           associated benefits or costs, provided, however, that
                           such right to match the entire term shall not apply
                           if the alternative supply is a generation facility as
                           described in Sub-Paragraph 14.16.3.2., unless
                           Eastalco specifically agrees.

                                    14.16.3.2. If the alternative supply is a
                           new generator in service, or capable of being or
                           projected to be in service, by April 1, 2003 but not
                           under construction as of September 1, 1997, and in
                           which Eastalco or any of its affiliates has an
                           interest by ownership, lease or similar arrangement,
                           then the avoidable cost shall be the

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                           costs of fuel, and variable operating and maintenance
                           costs that can be avoided as a result of not
                           operating the generator to supply Eastalco.

                  14.16.4. PROCEDURE.

                                    14.16.4.1. Following each bid solicitation
                           and/or offer received by Eastalco, pursuant to
                           SubParagraph 14.16.2.1. hereof, Eastalco shall
                           provide to the Allegheny Affiliate identified as the
                           affiliate to exercise the Right, a written
                           description of Eastalco's preferred alternative
                           supply of electric power available to Eastalco, which
                           notice shall include, at a minimum, the price for
                           such electric power, the term, delivery points, and
                           such other information that Eastalco may provide or,
                           subject to any confidentiality obligations of
                           Eastalco, the Allegheny Affiliate reasonably requires
                           to develop a matching offer. Eastalco shall provide
                           the written description certified by an officer of
                           Eastalco. Upon receipt of such description, the
                           Allegheny Affiliate shall have thirty (30) days to
                           inform Eastalco that it has decided to exercise such
                           Right at the price and upon the terms provided in the
                           notice from Eastalco. If the Allegheny Affiliate
                           fails to exercise the Right within such period, the
                           Right for that period only shall be deemed to have
                           been forfeited by such Affiliate and Eastalco shall
                           exercise its option with its preferred alternative
                           supplier. If the bid period is shorter than the total
                           period specified in 14.16.2, the Allegheny Affiliate
                           will retain the Right for the remaining bids
                           solicited by and/or offers received by Eastalco
                           during this period.

                                    14.16.4.2. In no event shall any Allegheny
                           Affiliate be entitled to review, inspect, copy or
                           study any document, information, or data that
                           Eastalco may receive from any third party supplier.
                           Potomac and/or the Allegheny Affiliate shall have the
                           right to retain an independent third party reasonably
                           acceptable to Eastalco to audit, at any time, the
                           preferred alternative supply offer to Eastalco in
                           order to verify said offer. The third party shall
                           maintain the confidentiality of the offer and shall
                           provide no information or documents to Potomac and
                           shall only confirm or deny that Eastalco's preferred
                           alternative supply offer is as set forth in the
                           notice to Potomac as provided in subparagraph
                           14.16.4.1.


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         14.17. PURPA SURCHARGE.

                  If Potomac is permitted to recover the costs of any qualifying
         facility as defined by the Public Utilities Regulatory Policy Act
         ("PURPA costs"), including but not limited to costs associated with the
         project currently known as AES Warrior Run, whether as a surcharge or
         by inclusion of such cost in determination of other charges and whether
         determined in Maryland Public Service Commission proceeding in which
         rates generally are adjusted or in a more limited proceeding or in an
         agreement approved by the Maryland Public Service Commission, Eastalco
         shall pay the costs as allocated in said proceeding or agreement to
         Eastalco. If in said agreement or proceeding said costs for Eastalco
         are not established pursuant to the Stipulation Regarding the
         Establishment of Rates Under the Power Contract Between Potomac Edison
         and Eastalco dated June 15, 1993 (the "Stipulation") and the result is
         less favorable to Eastalco than rates would be if established on such
         an allocation, then Eastalco shall have the option to terminate this
         Agreement on six (6) months written notice given within twelve (12)
         months after the order becomes final, except that no such termination
         shall be effective before March 31, 2000. Nothing herein shall prevent
         Eastalco from providing such notice more than six (6) months prior to
         March 31, 2000, but termination will not become effective until March
         31, 2000. Until termination of this Agreement by Eastalco is effective,
         rates for Eastalco shall be as specified in such order.

         14.18. TRANSITION OF STRANDED COSTS.

                  In the event that transition or stranded costs are required to
         be collected by Potomac from Eastalco during the initial term or any
         renewal periods of this Agreement pursuant to a statute or an order
         from any agency having jurisdiction and the result is less favorable to
         Eastalco than had any such order or requirement not been issued, then
         Eastalco shall have the option to terminate this Agreement on six (6)
         months written notice given within twelve (12) months after the order
         becomes final, except that no such termination shall be effective until
         the later of March 31, 2000 or the time transition or stranded costs
         are required to be collected by Potomac from Eastalco. Nothing herein
         shall prevent Eastalco from providing such notice more than six (6)
         months prior to March 31, 2000, but termination will not become
         effective until March 31, 2000. Nothing herein precludes either Potomac
         or Eastalco from taking any position at any time before


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         any agency having jurisdiction on any aspect of the issue of transition
         or stranded costs.

         Z. Paragraph 15. DEFINITIONS.

The following Sub-Paragraphs shall be deleted:

                  15.28. "Load Modulation"

                  15.45. "Potential Peak Hours"

The following Sub-Paragraphs shall be added:

                  following Sub-Paragraph 15.4:

                           15.4a. "Allegheny Affiliates" shall have the meaning
                  set forth in Sub-Paragraph 14.16.

                  following Sub-Paragraph 15.17:

                           15.17a. "Committed Load Modulation" shall have the
                  meaning set forth in Sub-Paragraph 7.2.2.

                  following Sub-Paragraph 15.24:

                           15.24a. "Full Retail Access" shall mean the
                  availability to Eastalco of retail access to generation
                  suppliers other than Potomac under the laws of Maryland and/or
                  regulations of the Maryland Public Service Commission.

                  following Sub-Paragraph 15.54:

                           15.54a. "Stipulation" shall mean the "Stipulation
                  Regarding the Establishment of Rates Under the Power Contract
                  Between Potomac Edison and Eastalco" dated June 15, 1993.

Sub-Paragraph 15.4. "Allegheny" shall be amended to read:

                  15.4. "Allegheny" shall mean Allegheny Energy, Inc., a
                  Maryland corporation and the parent corporation of Potomac.

Sub-Paragraph 15.5. "Allegheny System" shall be amended by deleting "Potomac, 
the Monongahela Power Company and the West Penn Power Company."

Sub-Paragraph 15.19. "Effective Cost of Power" shall be amended to read:

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                  15.19 "Effective Cost of Power" shall mean the quotient of (i)
                  the sum of all charges by Potomac that Eastalco reasonably
                  would have incurred for one year of operation at then current
                  average plant load (but no more than 350,000 kilowatts),
                  divided by (ii) then current average plant load times the
                  number of hours in the year less 34 million kilowatt-hours.
                  The calculation of Effective Cost of Power shall be made in
                  accordance with the formula set forth in Schedule A attached
                  hereto, amended as necessary to reflect this Agreement as
                  amended.

Sub-Paragraph 15.42.4. "Operating Flexibility" shall be amended by deleting "or 
8."

Sub-Paragraph 15.58. "System Demand" shall be amended by deleting "purchased 
during such hour."

Sub-Paragraph 15.60 "Undermodulation Charges shall be retitled "Undermodulation
Increment" and shall be amended to read:

                  15.60. "Undermodulation Increment" shall have the meaning set
                  forth in Sub-Paragraph 7.2.2.2.

         AA. The Table of Contents of the ESA shall be amended to reflect the
deletion, addition and amendments to the titles of the Paragraphs and
Sub-Paragraphs set forth above.

         BB. The Stipulation Regarding the Establishment of Rates under the
Power Contract between Potomac Edison and Eastalco, entered into in June, 1993,
shall remain effective.

3. CONFIDENTIALITY.

         This Amendment No. 1 and any data exchanged by Eastalco and Potomac
and/or provided by either or both to the Maryland Public Service Commission or
to any other person, heretofore and/or hereafter, as part of the negotiation and
approval process for this Amendment No. 1, are considered proprietary and
confidential by Potomac Edison and Eastalco, and the parties agree to keep them
confidential. Accordingly, this Amendment No. 1 and any associated filings,
including any necessary or required changes in Potomac's tariff, will be filed
with the Maryland Public Service Commission with a request that they be treated
in a confidential manner. This provision shall survive any termination or
expiration of the ESA.

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<PAGE>   14


4. COUNTER PARTS.

         This Amendment No. 1 will be signed in counterparts, each of which will
be an original.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the
date first set forth above.

WITNESS:                                     THE POTOMAC EDISON COMPANY


/s/                                          /s/ Michael P. Morrell
---------------------------------            -------------------------------
                                             By: Michael P. Morrell
                                                 Vice President

WITNESS:                                     EASTALCO ALUMINUM COMPANY


/s/                                          /s/ Peter E. Aylen
---------------------------------            -------------------------------
                                             By: Peter E. Aylen
                                                 Vice President



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