FERC rendition of the electronically filed tariff records in Docket No.[include if docket no. exists]

Filing Data:

CID: C000038

Filing Title: National Grid and General Mills Operations, LLC Interconnection Agreement 337 Company Filing Identifier: 971

Type of Filing Code:  10

Associated Filing Identifier: [if applicable]
Tariff Title: NYISO Agreements
Tariff ID: 58

Payment Confirmation: N
Suspension Motion:

Tariff Record Data:

Record Content Description: Service Agreement No. 337

Tariff Record Title: NiMo and General Mills Interconnection Agreement 337 Record Version Number: 0.0.0

Option Code: A

Tariff Record ID: 162

Tariff Record Collation Value:5050900

Tariff Record Parent Identifier: 2

Proposed Date: 2015-04-01

Priority Order:500

Record Change Type:  New

Record Content Type:  2

Associated Filing Identifier:[Source - if applicable]

Revised Service Agreement No. 337

AN

AMENDED INTERCONNECTION AGREEMENT

BETWEEN

NIAGARA MOHAWK POWER CORPORATION d/b/a NATIONAL GRID
AND

GENERAL MILLS OPERATIONS, LLC

EXECUTION COPY

This AMENDED INTERCONNECTION AGREEMENT (the "Agreement") is made as
of April 1, 2015 (the “EFFECTIVE DATE”), by and between Niagara Mohawk Power
Corporation d/b/a National Grid, a corporation organized and existing under the laws of the
state of New York ("Niagara Mohawk"), and General Mills Operations, LLC, a corporation
organized and existing under the laws of the State of Delaware ("Producer"). (Collectively,
Producer and Niagara Mohawk may be referred to as the "Parties" or "Party's", or individually,
as a "Party.")

WHEREAS, Producer currently owns a power production facility (the "Production

Facility") and a manufacturing plant(the“Manufacturing Plant”) located in the City of

Buffalo, County of Erie, New York;

WHEREAS, Producer and Niagara Mohawk are parties to that certain Interconnection Agreement dated October 5, 2004, filed with the Federal Energy Regulatory Commission on October 15, 2004 in Docket No. ER05-57-000 (the “2004 Agreement” shall be referred to herein as the “Original Agreement”;

WHEREAS, Producer and Niagara Mohawk desire to amend the Original Agreement to continue to provide for the interconnection of the Production Facility to the Electrical System, as defined below, under the terms and conditions set forth herein;

WHEREAS, Producer's ability to deliver Electricity, as defined below, to Niagara
Mohawk   from   the   Production   Facility   requires   the   Production   Facility   to   remain
interconnected to the Electrical System through the Interconnection Facility, as defined below;
and

WHEREAS, Producer currently has a Unique Configuration, as defined below, since the Production Facility and Manufacturing Plant are interconnected to the Electrical System through the same Interconnection Facility.

NOW THEREFORE, in consideration of the mutual representations, covenants and agreements set forth herein, the Parties to this Agreement agree as follows:

ARTICLE I

DEFINITIONS

The following terms, when used herein with initial capitalization, shall have the meanings specified in this section.

1.1 "Agreement" shall mean this Interconnection Agreement between Niagara Mohawk and

Producer, including all exhibits hereto, as the same may be amended, supplemented, revised, altered, changed, or restated in accordance with its terms.

2

1.2"Bulletin No. 756" means that certain internal National Grid document dated September

2014, titled "Supplement to Specifications for Electrical Installations; Parallel Generation Requirements" and designated Electric System Bulletin No. 756 and its Appendix A, as amended or superseded.

1.3 "Commercially Reasonable Efforts" means efforts which are designed to enable a Party,

directly or indirectly, to satisfy expeditiously a condition to, or otherwise assist in the consummation of, the actions contemplated by this Agreement and which do not require the performing Party to expend any funds or assume liabilities other than expenditures and liabilities which are customary and reasonable in nature and amount in the context of the actions contemplated by this Agreement.

1.4 "Confidential Information" means any plan, specification, pattern, procedure, design,

device, list, concept, policy or compilation relating to the present or planned business of a
Party which has not been released publicly by its authorized representatives and which
has been designated as "Confidential" by the Party asserting a claim of confidentiality,
whether such Confidential Information is conveyed orally, electronically, in writing,
through inspection, or otherwise.  Confidential Information as used herein also includes
Confidential Information supplied by any Party to another Party prior to the execution of
this Agreement, and such Confidential Information shall be considered in the same
manner and be subject to the same treatment as the Confidential Information made
available after the execution of this Agreement.  Confidential Information shall also
include Confidential Information observed by any Party while visiting the premises of
another Party.

1.5 "Delivery Point" is the point at which the Interconnection Facility is connected to the

Electrical System for delivery of Electricity from the Production Facility to Niagara Mohawk as indicated on Exhibit A.

1.6 "Electrical System" means the properties, structures, facilities, equipment, devices, and

apparatus wholly or partly owned or leased by, or under contract to, or under the control of Niagara Mohawk or its Affiliates, other than the Interconnection Facility, which are necessary to interconnect the Production Facility to the transmission system, or are necessary for purposes of providing transmission and Retail Tariff services, including services under the NYISO Tariff.

1.7"Electricity" shall mean electric capacity as measured in MW or kW, energy as measured

in MWh or kWh, and/or ancillary services.

1.8 "Emergency Condition" shall mean a condition or situation which is deemed imminently

likely to (i) endanger life, property, or public health; or (ii) adversely affect or impair the
Transmission System, the Production Facility, or the electrical or transmission systems of
others to which Niagara Mohawks electrical systems are directly or indirectly connected.

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1.9"FERC"  shall  mean  the  United  States  of  America's  Federal  Energy  Regulatory

Commission or any successor organization.

1.10 "Good Utility Practice" means any of the practices, methods and acts engaged in or

approved by a significant portion of the electric utility industry during the relevant time
period, or any of the practices, methods and acts which, in the exercise of reasonable
judgment in light of the facts known at the time the decision was made, could have been
expected to accomplish the desired result at a reasonable cost consistent with good
business practices, reliability, safety and expedition.  Good Utility Practice is not
intended to be limited to the optimum practice, method, or act, to the exclusion of all
others, but rather to be acceptable practices, methods, or acts generally accepted in the
region in which the Production Facility is located.  Good Utility Practice shall include,
but not be limited to, NERC (defined below) criteria, rules, guidelines and standards,
NPCC  (defined  below)  criteria,  rules,  guidelines  and  standards,  New  York  State
Reliability Council (defined below) criteria, rules, guidelines and standards, and NYISO
(defined below) criteria, rules, guidelines and standards, where applicable, as they may be
amended from time to time including the rules, guidelines and criteria of any successor
organization to the foregoing entities.  When applied to the Producer, the term Good
Utility Practice shall also include standards applicable to a utility generator connecting to
the distribution or transmission facilities or system of another utility.

1.11 "Hazardous Substance(s)" shall mean those substances, materials, products or wastes

which are classified as hazardous or toxic under any applicable federal, state or local law,
or any regulations promulgated thereunder, effective as of the date of execution of this
Agreement, and the presence of which requires remediation, removal or cleanup under
this Agreement

1.12 "Interconnection Facility" is the jaw side of Producer's disconnect switch 262 and 272

and such facilities located between the Interconnection Point and the Delivery Point necessary to effect the transfer of Electricity produced at the Production Facility to the Electrical System, as such facilities are identified in more particularity in Exhibit A to this Agreement, and shall include any Modifications, replacements or upgrades made to the interconnection facility.

1.13 "Interconnection  Point"  shall  mean  the  point  at  which  the  Production  Facility  is

connected to the Interconnection Facility, as indicated on Exhibit A.

1.14 "Interconnection Study" shall mean the July 29, 2004 study issued by Niagara Mohawk

to assess the operating status of the Production Facility and interconnection to the adjacent Electrical System.  The July 29, 2004 Interconnection Study is attached hereto as Exhibit B.

1.15 "Manufacturing Plant" shall mean the manufacturing plant owned and operated by

Producer located at 54 South Michigan Ave., Buffalo, New York as indicated on the one

4

line diagram included as Exhibit A.

1.16 "Modification"  means  any  new,  significant  construction,  new  facilities,  additions,

reinforcements, alterations, improvements, appurtenances, replacements or upgrades or changes in the operations of the Production Facility or changes in the technology employed at the Production Facility after the execution of this Agreement which have a demonstrated operational or material impact to the Interconnection Facility, or Electrical System in accordance with Good Utility Practice.

1.17"NERC" shall mean the North American Electric Reliability Council or any successor

organization.

1.18“New York Control Area" shall have the same meaning as in the Independent System

Operator Agreement establishing the New York ISO (as defined below).

1.19"Niagara Mohawk" shall mean Niagara Mohawk Power Corporation d/b/a National Grid

and its successors and permitted assigns.

1.20 "Niagara Mohawk Properties" shall mean those parcels of and/or interest in real property

that Niagara Mohawk uses for its electrical facilities upon which portions of the Interconnection Facility exist.

1.21 "NPCC" shall mean the Northeast Power Coordinating Council (a reliability council

under Section 202 of the Federal Power Act) or any successor organization.

1.22"NYISO OATT" shall mean the FERC-approved Open Access Transmission Tariff for

the NYISO and/or the FERC-approved Service Tariff for the NYISO, as applicable, and

as it may be amended from time to time.

1.23"NYPSC" means the New York Public Service Commission or any successor thereto.

1.24"NYSRC"  shall  mean  the  New  York  State  Reliability  Council  or  any  successor

organization.

1.25"Producer" shall mean General Mills Operations, LLC and its successors and permitted

assigns.

1.26 "Production  Facility"  shall  mean  Producer's  electricity  production  facility  with  a

maximum net Winter rating of 4.0 MW and with a maximum net Summer rating of 3.3
MW located in the City of Buffalo, County of Erie, New York, to be owned, operated and
maintained by Producer including the substation and transformer and all other generating,
transformation and interconnection equipment on Producer's side of the Interconnection
Point.

1.27 "Retail Delivery Point" means the point at which the Manufacturing Plant receives

5

delivery of retail services from Niagara Mohawk in accordance with the Retail Tariff as indicated on the one-line diagram included as Exhibit A. For purposes herein, the Retail Delivery Point and Delivery Point are the same point.

1.28 "Retail  Tariff'  means  Niagara  Mohawk's  Retail  Tariff,  New  York  Public  Service

Commission ("NYPSC") No. 220 — Electricity as approved by the NYPSC and all subsequent revisions, as it may be amended from time to time.

1.29 "Unique Configuration" means the existing relationship of the Parties, consisting of the

following: (a) the Retail Delivery Point and Delivery Point are physically connected to
the Electrical System at the same point; (b) Niagara Mohawk provides retail services
through the same facilities as indicated on Exhibit A; and (c) the Manufacturing Plant and
Production Facility are currently under common ownership (i.e., Producer); and (d) the
connection of the Manufacturing Plant to  Niagara Mohawk's  Electrical  System is
governed under the Retail Tariff. The Unique Configuration shall continue as long as
these factors are in place.

1.30 "Upgrades" shall mean the upgrades and additions to Niagara Mohawk's Transmission

System and distribution facilities to be constructed and installed as identified in the Interconnection  Study  and  pursuant  to  this  Agreement,  and  identified  in  more particularity in Exhibit B to this Agreement.

ARTICLE II

AGREEMENT TO INTERCONNECT

DESCRIPTION OF INTERCONNECTION FACILITY

2.1 The  Parties  agree  to  maintain  the  interconnection  of  the  Production  Facility  and

Manufacturing Plant to the Electrical System in accordance with the Interconnection Study, Exhibit A and the terms of this Agreement.

2.2 The   Production   Facility   shall   include   all   facilities   and   equipment   up   to   the

Interconnection Point as indicated on Exhibit A. Producer agrees that the installation of the electrical equipment and the operation of the Production Facility must meet or exceed the standards of Good Utility Practice, all requirements of Bulletin No. 756 and the NYISO; provided, however, that in the event of a conflict between the requirements, rules and regulations of the NYISO and the requirements of Bulletin No. 756, the requirements, rules and regulations of the NYISO shall govern..

2.3 Producer recognizes that nothing in this Agreement or Producer's financial support of the

Interconnection Facility confers upon Producer any right to transmit electricity over the
Electrical System, which right may be addressed in separate agreements between the
Parties.

2.4 Niagara Mohawk shall use Good Utility Practice to own, operate and maintain the

6

Interconnection Facility. Niagara Mohawk does not, however, guarantee or warrant uninterrupted availability of the Interconnection Facility or the Electrical System.  Any curtailment of deliveries over the Interconnection Facility or the Electrical System shall be governed by the terms and conditions of the NYISO OATT, or any other tariffs, approved by a regulatory body having jurisdiction.

2.5 Niagara Mohawk, in accordance with the rates, terms and conditions of the Retail Tariff,

shall provide Producer with retail service at the Retail Delivery Point, including, as applicable, the resale and/or delivery of Producer's allocations of the New York Power Authority’s (“NYPA”) power pursuant to applicable contracts and tariffs.  NYPA is the statewide power authority chartered by the New York State legislature and owner of a significant portion of New York's generation and bulk transmission assets.

2.6 Without limiting its rights hereunder, Niagara Mohawk reserves the right to operate the

first means of disconnect on Producer's side of the Interconnection Point. Niagara
Mohawk shall exercise such right of disconnect (a) in accordance with Bulletin No. 756,

(b) in the event of an Emergency Condition, (c) after giving Producer reasonable notice under the circumstances, (d) in a non-discriminatory manner, and (e) in accordance with Good Utility Practice.

2.7 If Producer relies on Niagara Mohawk's system protection equipment and practices for

protection of the Production Facility or if Producer relies on any other of Niagara Mohawk's equipment for support of its operations, Producer agrees to release, indemnify, defend, and save harmless Niagara Mohawk, its agents and employees, against any and all claims, judgments, cost, liability, damage, injury, penalties, judgments, fines (civil or criminal), or other costs arising from any damage or loss to the Production Facility as a result of such reliance, whether the loss, damage or injury result to or be sustained by Producer or any other persons, firms or corporations.

2.8This Agreement does not waive, alter or impair the rights or obligations of any party

under any other agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARTIES

3.1 Producer is a Corporation duly organized and validly existing under the laws of the State

of Delaware. Producer is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement,  and  is  duly  authorized  to  execute  and  deliver  this  Agreement  and consummate the transactions contemplated herein.

3.2 Niagara Mohawk is a corporation duly organized, validly existing and qualified to do

7

business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement,  and  is  duly  authorized  to  execute  and  deliver  this  Agreement  and consummate the transactions contemplated herein.

3.3 Producer and Niagara Mohawk each represent that: (a) it is not prohibited from entering

into this Agreement and discharging and performing all covenants and obligations on its
part to be performed under and pursuant to this Agreement; (b) upon the acceptance of
the terms of this Agreement by FERC, the execution and delivery of this Agreement, the
consummation of the transactions contemplated herein including the fulfillment of and
compliance with the provisions of this Agreement will not conflict with or constitute a
breach of or a default under any of the terms, conditions or provisions of any law, rule or
regulation, any order, judgment, writ, injunction, decree, determination, award or other
instrument or legal requirement of any court or other agency of government, or any
contractual limitation, corporate restriction or outstanding trust indenture, deed of trust,
mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement
or instrument to which it is a party or by which it or any of its property is bound and will
not result in a breach of or a default under any of the foregoing; and (c) unless this
Agreement is materially modified by any court or appropriate regulatory authority having
jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and
binding obligation enforceable in accordance with its terms, except as limited by any
subsequent order of any court or appropriate regulatory authority having jurisdiction, or
by  any  applicable  reorganization,  insolvency,  liquidation,  readjustment  of  debt,
moratorium, or other similar laws affecting the enforcement of rights of creditors
generally as such laws may be applied in the event of a reorganization, insolvency,
liquidation, readjustment of debt or other similar proceeding of or moratorium applicable
to the Party and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law.)

ARTICLE IV

INTERCONNECTION STUDY

4.1INTERCONNECTION STUDY

4.1.1   Niagara  Mohawk  has  conducted  an  Interconnection  Study  and  furnished  a
complete report dated July 29, 2004, attached hereto as Exhibit B, under a
separate Support Services Agreement. Producer agrees to reimburse Niagara
Mohawk for the costs of any and all repairs or upgrades Niagara Mohawk must
make to the Interconnection Facility, as outlined in the Report. Niagara Mohawk
agrees that when such repairs or upgrades of the Interconnection Facility are
completed, as may be required by the Report, the Interconnection Facility will be

8

in general compliance with Electrical System Bulletin No. 756, as may be updated
from time to time. Producer agrees to comply with the Interconnection Study.

4.1.2   Producer has paid all actual costs required to conduct the Interconnection Study
attached hereto as Exhibit B.

4.1.3   Producer shall pay for any new interconnection study that, pursuant to Good
Utility  Practice,  may  be  required  over  time  to  determine  the  necessity  of
Modifications to the Production Facility.

4.2NIAGARA   MOHAWK   DESIGN,   ENGINEERING   AND   CONSTRUCTION

ACTIVITIES

4.2.1 At Producer's request and expense, Niagara Mohawk agrees to design, engineer,

and construct any modifications to the Interconnection Facility and Upgrades to the extent necessary to comply with (a) Interconnection Study, (b) Good Utility Practice and (c) Niagara Mohawk's standards.

4.2.2 At Producer's request and expense, Niagara Mohawk agrees to procure any and all

equipment necessary for Niagara Mohawk to construct any modifications to the
Interconnection Facility and Upgrades in accordance with the Interconnection
Study.

4.2.3 All design, engineering, procurement, and construction activities performed by

Niagara Mohawk or a third party selected by Niagara Mohawk shall be performed
in accordance with a schedule and an estimated budget mutually agreed to by the
Parties in advance of the commencement of such activities. Niagara Mohawk
agrees to inform Producer on the first business day of each month and at such
other  times  as  Producer  reasonably  requests  of  the  status  of  all  design,
engineering,  procurement,  and  construction  activities  performed  by  Niagara
Mohawk or a third party selected by Niagara Mohawk, including, but not limited
to, the following information: progress to date; a description of upcoming
scheduled activities and events; the delivery status of all ordered equipment; a
revised budget and cost report; and the identification of any event which Niagara
Mohawk reasonably expects may delay construction of the Upgrades or the
Interconnection Facility.

4.2.4 No  design,  engineering,  procurement,  or  construction  activities  shall  be

undertaken by Niagara Mohawk prior to Producer's receipt of the Interconnection
Study and until such time as Producer issues a written notice to proceed with such
activities and a money deposit received by Niagara Mohawk for services to be
rendered.

4.2.5 Producer reserves the right, upon thirty (30) days prior written notice to Niagara

Mohawk, to suspend at any time all work by Niagara Mohawk associated with the

9

design, engineering, procurement, construction of the Upgrades or with any design, engineering, and construction activities relating to the Interconnection Facility. Producer acknowledges and agrees to reimburse Niagara Mohawk for all costs incurred by Niagara Mohawk that cannot, in the exercise of commerciallyreasonable business practices, be avoided, due to Producer's suspending said work in accordance with Article IX of this Agreement.

4.2.6   Niagara Mohawk shall, at Producer's expense, test the Interconnection Facility
and Upgrades to ensure their safe and reliable operation in accordance with Good
Utility Practice and will correct any situations contrary to Good Utility Practice.

4.3. ACCESS RIGHTS

4.3.1 Niagara Mohawk hereby grants to Producer all necessary access, and licenses,

including adequate and continuing rights of access to Niagara Mohawk's property,
as is necessary for Producer to construct additional facilities as may be required,
to  operate,  maintain,  replace,  and  remove  the  Production  Facility  and  the
Interconnection Facility, to be present at Niagara Mohawk meter readings, and to
exercise any other of its obligations under this Agreement. Niagara Mohawk
hereby agrees to execute such grants, deeds, licenses, instruments or other
documents as Producer may require to enable it to record such rights of way,
easements, and licenses. To the extent that Producer requires access rights to
Niagara Mohawk property for other reasons, Producer and Niagara Mohawk will
negotiate the terms of such additional access rights as the need arises.

4.3.2 Producer hereby grants to Niagara Mohawk all necessary access, and licenses,

including adequate and continuing rights of access to Producer's property, as is necessary for Niagara Mohawk to construct additional facilities as may be required, to operate, maintain, replace, and remove the Interconnection Facility and to read meters in accordance with the terms of this Agreement and to exercise any other of its obligations under this Agreement. Producer hereby agrees to execute such grants, deeds, licenses, instruments or other documents as Niagara Mohawk may require to enable it to record such rights of way, easements, and licenses. To the extent that Niagara Mohawk requires access rights to Producer property for other reasons, Producer and Niagara Mohawk will negotiate the terms of such additional access rights as the need arises.

ARTICLE V

OPERATION, MAINTENANCE, AND MODIFICATION OF FACILITIES

5.1 OPERATION AND MAINTENANCE OF INTERCONNECTION FACILITY

5.1.1   Niagara Mohawk, at its own expense, shall operate, maintain and repair (repair
includes, but is not limited to, replacement of existing equipment when required

10

due to failure) the Interconnection Facility in accordance with Good Utility Practice.

5.1.2 Producer, at its own expense, will operate, maintain and repair (repair includes,

but is not limited to, replacement of existing equipment when required due to
failure)  the  Production  Facility  in  accordance  with  Good  Utility  Practice.
Producer will notify Niagara Mohawk of the schedule for scheduled outages of
the Production Facility for the upcoming year in accordance with, as may be
applicable, Bulletin No. 756, Good Utility Practice, NYISO practices, where
applicable, and Niagara Mohawk operating instructions and, upon making any
changes to such schedules thereafter, shall promptly notify Niagara Mohawk of
any such changes.

5.1.2a Producer, at its own expense, will operate, maintain and repair (repair includes,

but is not limited to, replacement of existing equipment when required due to
failure) the Manufacturing Plant. Producer will notify Niagara Mohawk of the
schedule for scheduled plant maintenance or similar planned occasions when the
Manufacturing Plant will not require all or a substantial portion of the Retail
Tariff electricity distribution service from Niagara Mohawk for the upcoming
year in accordance with the Retail Tariff and Niagara Mohawk standard practices,
and upon making any changes to such schedules thereafter, shall notify Niagara
Mohawk of any such changes.

5.1.3 Producer agrees, at the expense of Producer, to confer to coordinate with Niagara

Mohawk, the planning and scheduling of any outages and any changes thereto in a manner that will minimize the effect on the Electrical System, consistent with Good Utility Practice, Bulletin No. 756, the Retail Tariff, NYISO practices, where applicable and Niagara Mohawk Operating Instructions.

5.1.4 The Parties agree to confer regularly to coordinate the planning and scheduling of

preventative and corrective maintenance in a manner that will preserve and maintain the reliability of the Electrical System and the Production Facility. The Parties  shall  conduct  preventative  maintenance  and  corrective  maintenance activities on their Facilities at each party's own cost, as scheduled and planned, or as they become necessary, consistent with Good Utility Practice.

5.1.5 If Producer requests that Niagara Mohawk perform maintenance during a time

period other than as scheduled by Niagara Mohawk, Niagara Mohawk will use
Commercially Reasonable Efforts to meet Producer's request as long as meeting
the  request  would  not  reasonably  be  expected,  as  determined  by  Niagara
Mohawk, to have an adverse impact upon Niagara Mohawk's operations or the
operations  of  Niagara  Mohawk's  customers.  Notwithstanding  the  foregoing,
should Producer request to perform maintenance that Niagara Mohawk in good
faith determines may have an adverse impact on Niagara Mohawk's operations or

11

the operations of Niagara Mohawk's customers, and if such maintenance may be
delayed  until  after  such  period,  Niagara  Mohawk  may  reject  Producer's
scheduling request. Producer shall reimburse Niagara Mohawk for all costs
reasonably incurred by Niagara Mohawk related to satisfying  Producer's request.

5.2MODIFICATION OF THE INTERCONNECTION FACILITY

5.2.1Niagara Mohawk, at its own expense, shall retain the discretion to determine

whether, when, and in what manner any modifications to the Interconnection Facility are required by  Good Utility Practice and, as  soon as reasonably practicable, but not less than three (3) months in advance except in the cases of Emergency Conditions, shall advise Producer when it makes such a determination and whether performing the modification, or the modification itself, is expected to interrupt the flow of power over the Interconnection Facility.

5.2.2 If a modification to the Electrical System or Interconnection Facility is required to

support the operations of Producer, Niagara Mohawk shall construct, operate, maintain and repair the modification at Niagara Mohawk's expense unless the modifications are a result of a Producer Modification which requires changes to the Electrical System or Interconnection Facility.

5.2.3 Producer shall give Niagara Mohawk three months advance written notice of any

planned Modifications to the Production Facility.

5.2.3.1 Such notice shall include plans, specifications, information and

operating   instructions   relating   to   the   impact   of   planned Modifications  on  the  Electrical  System  and  Interconnection Facility or Niagara Mohawk's electric operations.

5.2.3.2 If Niagara Mohawk determines that such Modification would have

a material adverse effect upon Niagara Mohawk's operations or the
operations of Niagara Mohawk's customers, then Niagara Mohawk
shall so notify the Producer. In the event that Producer elects to
continue  with  such  Modification,  Niagara  Mohawk  shall  be
entitled to designate the earliest date upon which the Producer may
begin the Modification, provided however, that Niagara Mohawk
shall not designate a beginning date that is later than nine (9)
months after receipt of the notice mandated by subsection 5.2.3.
The Producer shall be responsible for all costs associated with such
Modification, including any costs incurred by Niagara Mohawk
associated   with   ensuring   that   the   Electrical   System   and
Interconnection   Facility   would   be   compatible   with   such
Modification.

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5.2.3.3Notwithstanding   the   foregoing,   should   Producer   propose   a

schedule for performing a Modification that Niagara Mohawk in good faith determines may adversely affect Niagara Mohawk's operations or the operations of Niagara Mohawk's customers, Niagara Mohawk may reject such schedule.

5.2.3.4 All  such  Modifications  to  the  Production  Facility,  Electrical

System or the Interconnection Facility, and any resulting effects on
the Electrical System shall meet the rules and requirements of
NERC,  NPCC,  NYSRC,  the  NRC,  and  the  NYISO  or  their
respective successors, the standards of Good Utility Practice, the
Retail Tariff and the requirements of Bulletin No. 756; provided,
however, that in the event of a conflict between the rules and
requirements of the NYISO and the requirements of Bulletin No.
756, the rules and requirements of the NYISO shall govern.

5.3 RELOCATION. REARRANGEMENT. ABANDONMENT OR RETIREMENT.

5.3.1   If, during the term of this Agreement, Niagara Mohawk determines that it is
required by Good Utility Practice to relocate, rearrange, abandon, or retire the
Electrical System or the Interconnection Facility, Niagara Mohawk shall use good
faith efforts to give Producer no less than one (1) year advance written notice and
shall, to the extent consistent with Good Utility Practice, defer such action, to the
extent reasonably practicable, so that Producer's operation of the Production
Facility may continue with minimal interruption.

5.3.2   If Niagara Mohawk is required or ordered by governmental authority or the
NYISO to relocate, rearrange, abandon, or retire the Electrical System or the
Interconnection Facility, Niagara Mohawk shall promptly give Producer written
notice of such requirement or order.

5.3.3   Due to the Unique Configuration, Niagara Mohawk shall be responsible for the
relocation, rearrangement, abandonment, or retirement of the Electrical System or
the Interconnection Facility unless due to a Modification to the Production
Facility.

ARTICLE VI

POWER DELIVERIES

6.1METERING

6.1.1   Niagara  Mohawk  shall,  at  Producer's  expense,  provide,  own,  and  maintain
compatible revenue quality metering equipment. Such metering equipment shall
record the delivery of energy, including reactive power, in such a manner so as to
measure total facility power output and consumption. Producer shall provide

13

suitable space within its facilities for installation of such metering equipment.

6.1.2 Producer,  at  its  own  expense,  shall  provide  all  necessary  communication

equipment and transmission mediums such as telephone lines and any necessary
protection for such communication equipment and related equipment, and shall
furthermore be responsible for all communication required by Niagara Mohawk,
the NYPSC or the NYISO.  At Producer's expense, Niagara Mohawk shall
purchase, own and maintain all telemetering equipment located at the Producer's
facilities.  Producer shall provide, install and own Niagara Mohawk approved or
specified test switches in the transducer circuits that have been approved or
specified by Niagara Mohawk. Producer shall be responsible for any and all costs
involved in the relocation of communication circuits and transmission mediums
that may be required by Niagara Mohawk, the NYPSC, or the NYISO from time
to time.

6.1.3 All metering equipment installed pursuant to this Agreement and associated with

the  Production  Facility  may  be  routinely  tested  by  Niagara  Mohawk  in accordance with Good Utility Practice and applicable Niagara Mohawk, NYPSC and NYISO criteria, rules and standards.

6.1.4 Electricity delivered to the Delivery Point by Producer hereunder  shall  be

measured by electric watt hour meters of a type approved by the NYPSC. These
metering facilities will be installed, owned, and maintained by Niagara Mohawk
and shall be sealed by Niagara Mohawk, with the seal broken only upon occasions
when the meters are to be inspected, tested or adjusted and representatives of both
Niagara Mohawk and Producer are present. The metering and installation costs
are to be borne by Producer. The meters shall be maintained in accordance with
the rules set forth in 16 NYCRR Part 92, as amended from time to time, and with
Good Utility Practice.

6.1.5 Niagara Mohawk will guarantee the installation of any meter and its accuracy for

a period of one (1) year from the date that meter is installed; provided, however,
that this guarantee does not cover any incidental or consequential damages that
the Producer may suffer as a result of the failure of a meter to which this
guarantee applies. Any repair or replacement required during the initial year will
be at the expense of Niagara Mohawk. In the event that any meter is found to be
inaccurate after the initial year, Niagara Mohawk will repair or replace the same
as soon as possible at the expense of Producer. Each Party shall have the right at
all reasonable times, upon not giving less than ten (10) days notice to the other
Party for the purpose of permitting the other Party to be present at the inspection,
to inspect, and test said meters and, if said meters are found to be defective,
Niagara Mohawk shall adjust, repair or replace the same at the expense of the
Producer, or if within the initial year, by Niagara Mohawk. Any test or inspection
requested by a Party shall be at the expense of that Party.

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6.1.6Producer may elect to install its own metering equipment in addition to Niagara

Mohawk   metering   equipment.   Such   metering   equipment   shall   meet   the
requirements of 16 NYCRR Part 92, as may be amended from time to time.
Should any metering equipment installed by Niagara Mohawk fail to register
during the term of this Agreement, the Parties shall use Producer's metering
equipment, if installed. On any day or days on which neither Party's metering
equipment is in service, the quantity of energy delivered shall be determined in
such manner as the Parties agree. Niagara Mohawk's meter(s) shall be read on a
schedule compatible with Niagara Mohawk's normal meter reading schedule.

6.1.7 In the event Producer desires access to meter information, Producer, at its own

expense, shall be responsible for purchasing and installing software, hardware and/or other technology that may be required to access such meter information. The software, hardware and/or other technology installed for this purpose shall be in  compliance  with  any  applicable  NYPSC  and  Niagara  Mohawk  rules, requirements, or standards.

6.1.8 Producer grants to the employees and agents of Niagara Mohawk the right of

access to Producer's premises at all reasonable times for such purposes of the
reading of meters; inspection of meters, their wiring and related equipment; and
installing, operating, maintaining, disconnecting and removing of any or all of the
property belonging to Niagara Mohawk. If Producer refuses such access to the
meters or other Niagara Mohawk equipment, or if access is obstructed or
hazardous, Niagara Mohawk shall provide notice that Producer shall have five (5)
days in which to permit access, or remove any obstruction or hazard. If, after five

(5) days from the receipt of the notice, Producer does not permit access or remove any obstruction or hazard, it will constitute an event of breach, and Niagara Mohawk may take any action in accordance with this Agreement or the Retail Tariff, including disconnecting the Production Facility from the Transmission System in accordance with Good Utility Practice, after providing reasonable notice. At all times that Niagara Mohawk personnel are on Producer's premises, they shall use commercially reasonable efforts to avoid interfering with operations of the Production Facility and the Manufacturing Plant.

6.2LOSSES

If the metering equipment and the Delivery Points are not at the same location, the
metering equipment shall record delivery of Electricity in a manner that accounts for
losses occurring between the metering points and the Delivery Points, which shall be
calculated by Niagara Mohawk utilizing the Pennsylvania Transformer, Transformer Test
Report conducted on July 28, 1958. The metering point, the Delivery Points, associated
equipment and distance between the metering point and the Delivery Points shall be as
set forth in Schedule A. If the metering points are changed to another location, losses in
accordance  with  this  section  will  be  recalculated.  In  addition,  Producer  will  be
responsible for all costs associated with the change in metering points.

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6.3REACTIVE POWER SUPPORT

Producer agrees to provide reactive capability to regulate and maintain system voltage at the Delivery Points in conformance with Bulletin No. 756, the Retail Tariff or any applicable NYISO tariff or agreement at no cost to Niagara Mohawk. Producer may seek compensation for reactive power pursuant to the terms of any applicable NYISO tariff or agreement or in any market for reactive power.

6.4ISLANDING

With reference to Bulletin No. 756, Niagara Mohawk reserves the right to require, allow or prevent the islanding of the Production Facility during Emergency Conditions. This Agreement is not intended to impair or supersede any rights of the NYISO to allow or prevent the islanding of the Production Facility.

6.5NYISO PENALTIES

Producer shall be solely responsible and liable for any penalties or charges imposed by the NYISO or by other regulatory bodies and payment thereof, for any products derived or failure to provide such products from the Production Facility to the NYISO, or for any failure by Producer to comply with the regulations, rules, or procedures of the NYISO or other regulatory bodies.

ARTICLE VII

INSURANCE PROVISIONS

7.1 Upon execution of this Agreement, each Party agrees to maintain at its own expense

insurance policies issued by reputable insurance companies reasonably acceptable to the other Party which provide insurance coverage which meets or exceeds the following requirements:

7.1.1   Workers Compensation and Employers Liability. Insurance as required by the
State of New York. If required coverage shall include the U.S. Longshoremen's,
and Harbor Workers Compensation Act & the Jones Act.

7.1.2   Public Liability(Including Contractual Liability), covering all activities and

operations to be performed by it under this Agreement, with following minimum

limits:

(A)   Bodily Injury - $1,000,000/$1,000,000

Property Damage - $1,000,000/$1,000,000
OR

(B)   Combined Single Limit - $1,000,000 OR

(C)   Bodily Injury and Property Damage per Occurrence - $1,000,000

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General Aggregate & Product Aggregate - $2,000,000 each

7.1.3   Umbrella or Excess Liability, coverage with a minimum limit of $ 4,000,000.

7.2 Each Party may elect to self-insure any and/or all of the above insurance requirements.

In addition, each Party shall include the other Party as an additional insured for all coverage's except Workers Compensation and Employers Liability Insurance in order to provide the other Party protection from liability arising out of activities of the insured party relating to the Interconnection Facility, the Parties side of the Interconnection Point, and/or the Upgrades as the case may be.

7.3 In the event either Party uses subcontractors in connection with this Agreement, that

Party shall require all subcontractors to provide the same insurance coverage's set forth in paragraphs 7.1.1, 7.1.2 and 7.1.3.

7.4 Upon reasonable request by either Party, the other Party shall promptly provide the

requesting Party with either evidence of insurance or certificates of insurance evidencing
the insurance coverage required under paragraphs 7.1.1, 7.1.2, 7.1.3 and 7.2. The Parties
shall provide such certificates or evidence of insurance to each other at the following
address:

To:     Niagara Mohawk Power Corporation d/b/a National Grid
Attention: Risk & Insurance, Bldg. A-4

300 Erie Boulevard West

Syracuse, NY 13202

To:     General Mills Operations, LLC

Attention: John Weddle — Risk Management Number One General Mills Boulevard
Minneapolis, Minnesota 55426

Both Parties shall provide the other with at least thirty (30) days prior written notice in the event of any cancellation or diminution of coverage.

7.5 If either Party fails to secure or maintain any insurance coverage, or any insurance

coverage  is  canceled  before  the  completion  of  all  services  provided  under  this
Agreement, and either Party fails immediately to procure such insurance as specified
herein (the "Uninsured Party"), then the other Party has the right to procure such
insurance and, at its option, either bill the cost thereof to the Uninsured Party or deduct
the cost thereof from any sum due the Uninsured Party under this Agreement.

7.6 To the extent requested, each Party shall furnish to the other Party copies of any accidents

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report(s) sent to each Party's insurance carriers covering accidents or incidents occurring
in connection with or as a result of the performance of the work under this Agreement.

7.7Each  Party  shall  comply  with  any  governmental  and/or  site  specific  insurance

requirements even if not stated herein.

7.8 By the date that such coverage is required, each Party represents that it will have full

policy limits available and shall notify the other Party in writing when coverage's required herein have been reduced as a result of claim payments, expenses, or both.

7.9 Nothing contained in these insurance requirements is to be construed as (A) limiting the

extent, if any, to which either Party is responsible for payment of damages, or (B) limiting, diminishing, or waiving the obligation of either Party to indemnify, defend and save harmless the other Party in accordance with this Agreement.

ARTICLE VIII

COMPLIANCE WITH LAWS

8.1 Niagara Mohawk and Producer each agree to comply in all material respects with all

applicable federal, state and local laws, ordinances, rules, regulations, permits, licenses,
approvals, certificates, and requirements thereunder in connection with all its activities
performed  pursuant  to  this  Agreement,  including,  but  not  limited  to  all  design,
environmental, regulatory, engineering, construction, and property acquisition activities.

8.2 If either Party observes that any requirement specified in this Agreement is at variance

with any governing laws, ordinances, rules, regulations, permits, licenses, approvals,
certificates and requirements thereunder, such Party shall promptly notify the other in
writing before incurring any further liability, expense or obligation.  Niagara Mohawk
and Producer shall in good faith attempt to reform this Agreement to comply with the
aforementioned laws, ordinances, rules, regulations, permits, approvals, or certificates.
32If Niagara Mohawk and Producer are unable to do so, either Party may terminate this
Agreement upon not less than sixty (60) days prior written notice to the other Party.

8.3 Environmental Releases. Each Party shall notify the other first verbally, and then in

writing, of the Release of Hazardous Substances as soon as possible but not later than
twenty-four (24) hours after the incident, and shall promptly furnish to the other Party
copies of any reports filed with any governmental agencies addressing such events. If
Hazardous Substances are released or reasonably believed to have been released onto the
other Party's property, the Party releasing or reasonably believed to have released such
hazardous substances, at its own expense, shall conduct, or cause to be conducted,
sampling, soil testing, and any other methods of investigation which would disclose the
presence and extent of contamination by any Hazardous Substance which has been
released onto the other Party's property and shall notify the other Party in writing as soon
as reasonably practicable after learning of the presence of any Hazardous Substance upon
the other Party's property.  Each Party shall notify the other Party immediately of any
type of remediation activities.  Each Party shall provide the other Party thirty (30) days

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written notice prior to conducting any asbestos or lead abatement activities, and shall
promptly furnish to the other Party (1) copies of any reports filed with any governmental
or regulatory agencies pertaining to such abatement activities, (ii) copies of applications
for permits to conduct abatement activities, and (iii) copies of all permits authorizing
abatement activities.  Each Party agrees to indemnify, defend, and save harmless the
other Party, its agents and employees, from and against any loss, damage, liability (civil
or criminal), cost, suit, charge (including reasonable attorneys' fees), expense, or cause of
action, for the removal or management of any Hazardous Substance and/or relating to any
damages to any person or property resulting from presence of such Hazardous Substance.
Except as required to comply with the terms of this Agreement, Niagara Mohawk shall
not bring or store Hazardous Substances on the sites of the Interconnection Facility, the
Production Facility or the Manufacturing Plant.

8.4 Each Party shall promptly provide to the other Party, all relevant information, documents,

or data regarding the Production Facility and Electrical System which may reasonably be expected to pertain to the safety, security or reliability of the Production Facility and Electrical System.

ARTICLE IX

COST PAYMENTS

9.1 Niagara Mohawk shall invoice Producer at the start of each calendar quarter in an amount

equal to Niagara Mohawk's actual costs and expenses for which Niagara Mohawk is to be reimbursed under this Agreement.

9.2 The Producer shall pay Niagara Mohawk within thirty (30) calendar days of receipt of an

invoice for all costs reasonably incurred by Niagara Mohawk under this Agreement.

9.2.1   Consistent with applicable Niagara Mohawk Retail Tariff requirements, the
Producer shall be responsible for all actual costs that Niagara Mohawk reasonably
incurs, including, but not limited to, capital costs, labor (direct and distributable);
labor  fringe  benefits  and  payroll  taxes;  invoices  for  material,  contractors,
consultants, etc.; employee expenses; storeroom material and handling; any and
all costs and expenses resulting from damage to Niagara Mohawk property not
otherwise covered by insurance; sales and/or use taxes on invoices and material;
transportation;  allowance  for  funds  used  during  construction (“AFUDC”);

administrative and general expense (A&G) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership,  operation,  repair,  A&G,  inspection,  design  review,  engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters,   construction,   construction   monitoring,   financing,   maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications.

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9.2.2Producer shall be responsible for any and all federal, state, local, and foreign taxes

levied or assessed upon Niagara Mohawk for payments made to Niagara Mohawk
by Producer for services provided under this Agreement including, but not limited
to, the following (to the extent applicable): transfer tax, property tax, federal
income tax, and New York State taxes, including New York income or gross
receipts, sales and use taxes; provided, however, that Niagara Mohawk shall pay
any applicable interest or penalty incurred as a result of Niagara Mohawk’s delay
in paying such taxes or seeking reimbursement from Producer. If any form of tax,
other than income or excess profits tax, under any present or future federal, state
or other law different from or in addition to the taxes for which participation in or
payment by Producer is provided herein or elsewhere in this Agreement, is
required to be paid, levied or assessed against or incurred by Niagara Mohawk
with respect to any property, property right, commodity, or service involved in,
resulting from or accruing from Niagara Mohawk’s performance under this
Agreement, which such different or additional tax would not be required to be
paid by Niagara Mohawk in the absence of this Agreement and, with respect to
such different or additional tax, no obligation of Producer to participate or pay
would have attached under the provisions of this Agreement elsewhere than in
this subsection, then in such event Producer shall fully reimburse Niagara
Mohawk for the full amount of such different or additional tax paid by Niagara
Mohawk.

9.2.2.1 If Niagara Mohawk receives a refund from the taxing authorities of any
amounts paid by Producer, Niagara Mohawk shall refund to Producer such
amount refunded Niagara Mohawk (net of expenses related to obtaining
the refund) within thirty (30) days of receiving such refund.

9.2.2.2 Notwithstanding the foregoing, Producer, at its own expense, shall have
the right to require Niagara Mohawk to seek a Private Letter Ruling from
the Internal Revenue Service on whether any of the sums paid to Niagara
Mohawk  by  Producer  under  the  terms  of  this  Agreement  for  the
construction of any facilities required hereunder are subject to U.S. federal
taxation. To the extent that the Private Letter Ruling concludes that any
such sums are taxable to Niagara Mohawk, Producer shall reimburse
Niagara Mohawk for all such taxes consequently imposed upon Niagara
Mohawk in accordance with the terms of this Agreement Producer shall
reimburse Niagara Mohawk for all costs, including but not limited to legal
fees, associated with seeking the Private Letter Ruling.

9.2.2.3  Increased  income  tax  to  Niagara  Mohawk  arising  from  Producer's
payment or reimbursement of tax under the preceding provisions will be
addressed in the following manner. Any net actual U.S. federal income tax
or New York State tax (collectively, for this subsection 9.2.5 "Tax"), if
any, arising out of any payment or reimbursement of any tax by Producer

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under this Article shall be reimbursed to Niagara Mohawk. The amount
reimbursed to Niagara Mohawk under this subsection shall consist of (1)
the Tax arising under this subsection (the "First Amount"); plus (2) the net
actual Tax imposed on the First Amount (the "Second Amount"); plus (3)
the net actual Tax imposed on the Second Amount (the "Third Amount");
and plus (4) the net actual Tax imposed on the Third Amount and on each
succeeding amount until the final amount is less than one dollar.

9.3 Niagara Mohawk agrees to cooperate with Producer, if requested by Producer, in

attempting to minimize Niagara Mohawk's costs under this Article, provided Producer
reimburses Niagara Mohawk for all costs incurred by Niagara Mohawk in connection
with such cooperation, including reasonable attorneys' fees and expenses, and provided
further that Producer shall indemnify, defend, and save harmless Niagara Mohawk, its
agents and employees, against any and all penalties, judgments, fines (civil or criminal),
or other costs that may be imposed by any governmental authority as a result hereof, but
only to the extent that such penalties, judgments, fines, or other costs are not attributable
to Niagara Mohawk's respective gross negligence or intentional misconduct.

9.4 Niagara Mohawk shall include, with each invoice, documentation supporting the costs,

expenses, and/or taxes incurred by Niagara Mohawk in the previous quarter, or to be
incurred in the next quarter, as provided for in 9.2 Niagara Mohawk will provide such
documentation from its standard accounting methods. Within thirty (30) days from date
of the invoice, Producer shall pay the invoice and/or notify Niagara Mohawk that
Producer disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected
in the invoice and shall specify with particularity the reasons for such dispute. If Producer
disputes any invoice or portion thereof, Producer shall immediately place into an
independent escrow account an amount equal to the portion of the invoice it disputes.
Such amount shall remain in escrow until the dispute between the Parties is resolved in
accordance with Article 30C of this Agreement. If any portion of any invoice Producer
has not disputed remains unpaid thirty (30) days from the invoice date, Niagara Mohawk
shall apply to the unpaid balance, and Producer shall pay, a finance charge at the rate of
one and one-half percent (1.5%) per month, but in no event more than the maximum
allowed by law.

ARTICLE X
NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and shall be

personally delivered or sent by certified or registered first class mail (return receipt requested, postage prepaid), facsimile transmission, or overnight express mail or courier service addressed as follows:

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To Producer:

Attention: Adam Snyder Energy Manager

General Mills Operations, LLC

54 South Michigan Ave. Buffalo, NY 14203

Tel: (716) 857-3618
Fax: (716) 857-7139

To Niagara Mohawk:

Director-Transmission
Commercial Services

Niagara Power Corporation d/b/a/ National Grid

300 Erie Boulevard West Syracuse, NY  13202

Tel:  (315) 428-3159
Fax:  (315) 428-5114

10.1.1  All notices required for billing purposes under this Agreement shall be in writing

and shall be delivered to the following address:

To Producer:

Attention: Lisa DuBois Financial Analyst

General Mills Operations, LLC

54 South Michigan Ave. Buffalo, NY 14203

Tel: (716) 857-3525
Fax: (716) 857-3503

To Niagara Mohawk:

Director,- Transmission Commercial Services

Niagara Power Corporation d/b/a/ National Grid

300 Erie Boulevard West Syracuse, NY 13202

Tel: (315) 428-3159
Fax: (315) 428-5114

10.1.2  If given by electronic transmission (including telex, facsimile or telecopy), notice shall be deemed given on the date received and shall be confirmed by a written copy sent by first class mail. If sent in writing by certified mail, notice shall be deemed given on the second business day following deposit in the United States mails, properly addressed, with postage prepaid. If sent by same-day or overnight delivery service, notice shall be deemed given on the day of delivery.

10.2Either Party may change its address for notices by notice to the other in the manner

provided above.

10.3 Notwithstanding paragraph 10.1, any notice hereunder, with respect to an Emergency

Condition or other occurrence requiring prompt attention, shall be communicated in an expedited manner and may be made by telephone provided that such notice is confirmed in writing promptly thereafter.

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10.4The representatives noted in paragraph 10.1, or their designees, shall be authorized to act

on behalf of the Parties, and their instructions, requests, and decisions will be binding upon the Parties as to all matters pertaining to this Agreement and the performance of the Parties hereunder. Only these representatives shall have the authority to commit funds or make binding obligations on behalf of the Parties. The Parties shall be permitted to change their respective representatives by providing notice to the other party of the change of representative.

ARTICLE XI

TERM AND TERMINATION

11.1 This Agreement shall become effective as of the EFFECTIVE DATE, subject to its

approval or acceptance for filing by the FERC, and shall continue in effect through September 30, 2017, unless a change in the Unique Configuration occurs. If a change in the Unique Configuration occurs, this Agreement will terminate immediately.

11.2 This Agreement shall not merge with or be terminated or superseded by any future

agreement between the Parties that does not specifically so provide.

11.3 In the event either Niagara Mohawk or Producer abandons its work or facilities under this

Agreement; becomes insolvent; or assigns or sublets this Agreement in a manner
inconsistent with this Agreement, or is violating any of the material conditions, terms,
obligations, or covenants of this Agreement, or is not performing this Agreement in good
faith, the other Party may terminate this Agreement by providing written notice. Before
instituting proceedings before FERC to terminate the Agreement, either Party must give
written notice to the other Party of the reasons for termination. If, within a period of thirty

(30) days of receiving such notice, Producer or Niagara Mohawk cures the default or
breach cited by the other in such written notice, to the reasonable satisfaction of the Party
that provided such notice, and shall have complied with the provisions of this Agreement,
such notice shall become null and void and of no effect. Otherwise, such notice shall
remain in effect and, except to the extent expressly provided for herein, the obligations of
the Parties under this Agreement shall terminate thirty (30) days after such notice was
provided.

11.4 In the event of a billing dispute between Niagara Mohawk and Producer arising

hereunder, Niagara Mohawk will not apply to remove the Interconnection Facility or any part of the Electrical System from service or to terminate service thereon as long as Producer: (1) continues to make all payments and (ii) adheres to the dispute resolution procedures set forth in Article XX of this Agreement and pays into an independent escrow account the portion of any invoice in dispute, pending resolution of such dispute. If Producer fails to meet these two requirements, then a default shall be deemed to exist, to which the procedures set forth in this Article XI for the removal of the Interconnection Facility from service shall apply. Billing disputes arising from retail service to Producer shall be governed by the Retail Tariff or applicable contracts.

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11.5Termination of this Agreement shall not relieve Producer or Niagara Mohawk of any of

its liabilities and obligations arising hereunder prior to the date termination becomes
effective, and Producer or Niagara Mohawk may take whatever judicial or administrative
actions as appear necessary or desirable to enforce its lights hereunder. The rights
specified herein are not exclusive and shall be in addition to all other remedies available
to either Party, either at law or in equity, for default or breach of any provision of this
Agreement; provided, however, that in no event shall Niagara Mohawk or Producer be
liable for any incidental, special, indirect, exemplary or consequential costs, expenses, or
damages sustained by the other, as provided for in Article XXI hereto.

11.6 If a Party provides to the other written notice of termination pursuant to paragraph 11.3

and, in accordance therewith, such notice remains in effect thirty (30) days after such
notice was provided (thereby terminating the obligations of the Parties under this

Agreement), the Party that received such notice shall be liable to the other for all costs, expenses, liabilities and obligations, including reasonable attorneys' fees, incurred by the other Party resulting from or relating to the termination of this Agreement.

11.7 In the event of termination of this Agreement, Niagara Mohawk, at its sole option may

physically disconnect the Production Facility; provided, however, that Niagara Mohawk shall leave the retail infrastructure which serves the Manufacturing Plant in place and operational. To the extent necessary, Producer shall provide Niagara Mohawk access to the Production Facility and cooperate with Niagara Mohawk to disconnect the Production Facility. Continued service to the Manufacturing Plant shall be governed by the Retail Tariff or applicable contracts.

ARTICLE XII

FORCE MAJEURE

12.1 Neither Party shall be considered to be in default or breach hereunder, and shall be

excused from performance hereunder, if and to the extent that it shall be delayed in or
prevented from performing or carrying out any provisions of this Agreement by reason of
flood, lightning strikes, earthquake, fire, epidemic, war, invasion, riot, civil disturbance,
sabotage, explosion, insurrection, military or usurped power, strikes, stoppage of labor,
labor dispute, failure of contractors or supplies of material, action of any court or
governmental authority, or any civil or military authority de facto or de jure, change in
law, act of God or the public enemy, or any other event or cause beyond such Party's
control, including, without limitation, disconnection or limited operation of Niagara
Mohawk's electric system, unscheduled repairs or maintenance, fuel or energy shortages,
or equipment breakdown resulting even with Good Utility Practice which are beyond
such Party's reasonable control; provided, however, that neither Party may claim force
majeure for any delay or failure to perform or carry out any provision of this Agreement
to the extent that such Party has been negligent or engaged in intentional misconduct and
such negligence or misconduct contributed to that Party's delay or failure to perform or
carry out its duties and obligations under this Agreement.

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12.2The Party claiming force majeure shall give notice to the other Party of the occurrence of

force majeure no later than ten (10) business days after such occurrence and shall use due diligence to resume performance or the provision of service hereunder as soon as practicable. Performance under this Agreement is excused only for the duration of the force majeure event.

ARTICLE XIII

INDEMNIFICATION

13.1 To the fullest extent allowed by law and to the extent not otherwise articulated in this

Agreement, each Party shall indemnify, defend, and save harmless the other Party, its
agents and employees, from and against any loss, damage, liability, cost, suit, charge,
expense, or cause of action, whether unconditionally certain or otherwise, as they may
arise after the Effective Date of this Agreement or arise at anytime thereafter, (including
but not limited to fees and disbursements of counsel incurred by a Party in any action or
proceeding between Producer and Niagara Mohawk or between a Party and any third
party or otherwise) arising out of any damage or injury to its property or property of third
parties (including real property, personal property and environmental damages), persons,
(including injuries resulting in death), caused by or arising out of or in any way
connected with the acts or omissions of the other Party in the performance of its
obligations under this Agreement, or the work performed by the other Party hereunder, or
any equipment, property or facilities used by the other Party, its agents, employees,
contractors, and suppliers; provided however, each Party shall be liable for all claims of
the Party's own employees arising out of any provision of the Workers' Compensation
Law.  Except as provided in section 13.3 regarding comparative negligence, neither Party
shall be required to indemnify the other Party for a Party's own negligence or willful
misconduct.

13.2 Niagara Mohawk and Producer each agree to indemnify, defend, and save each other and

their agents and employees harmless from and against any loss, damage, liability (civil or
criminal), cost, suit, charge, expense (including reasonable attorneys' fees) or cause of
action arising from violations by the other Party of said laws, ordinances, rules,
regulations,  permits,  licenses,  approvals,  certificates  and  requirements  thereunder.
Niagara Mohawk and Producer each agree to bear fully all civil and criminal penalties
that  may  arise  from  its  own  violations  or  from  its  failure  to  comply  with  the
aforementioned laws and requirements, whether such penalties are assessed against
Producer or Niagara Mohawk. The provisions of this paragraph shall survive termination
of this Agreement.

13.3 In the event that the claims, damages, losses, judgments, or settlements are the result of

the negligence of both Parties, each Party shall be liable to the extent or degree of their respective negligence, as determined by mutual agreement of both Parties, or in the absence thereof, as determined by the adjudication of comparative negligence.

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13.4The indemnifying Party shall take prompt action to defend and indemnify the other Party

against claims, actual or threatened, but in no event later than the service of notice,
summons, complaint, petition to other service of process against the indemnified Party
alleging damage, injury, liability, or expense attributed in any way to the Agreement, the
work or acts, fault, negligence, equipment, materials, properties, facilities, personnel, or
property of the indemnifying Party, its agents, employees, contractors or suppliers. The
indemnifying Party shall defend any such claim or threatened claim, including as
applicable, engagement of legal counsel, to respond to, defend, settle, or compromise any
claim or threatened claim.

13.5Furthermore, the indemnifying Party understands and agrees it is responsible for any and

all costs and expenses incurred by the indemnified Party to enforce this indemnification

provision.

13.6The obligations set forth in this Article shall survive the later of the completion of the

work, termination or expiration of the Agreement.

ARTICLE XIV

RELATIONSHIP OF THE PARTIES

14.1 Nothing contained in this Agreement shall be construed or deemed to cause, create,

constitute, give effect to, or otherwise recognize Producer and Niagara Mohawk to be partners, joint venturers, employer and employee, principal and agent, or any other business association, with respect to any matter.

14.2 Unless otherwise agreed to in writing signed by both Parties, neither Party shall have any

authority to create or assume in the other Party's name or on its behalf any obligation, express or implied, or to act or purport to act as the other Party's agent or legal empowered representative for any purpose whatsoever.

14.3 Neither Party shall be liable to any third party in any way for any engagement, obligation,

commitment, contract, representation or for any negligent act or omission of the other Party, except as expressly provided for herein.

14.4The rights and obligations of the Parties shall be limited to those expressly set forth

herein.

ARTICLE XV

THIRD PARTY BENEFICIARY/ASSIGNMENT

15.1 No person or party shall have any rights or interests, direct or indirect, in this Agreement

or the services or facilities to be provided hereunder, or both, except the Parties, their successors, and authorized assigns.

15.2 The Parties specifically disclaim any intent to create any rights in any person or party as a

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third-party beneficiary to this Agreement

15.3 Except as provided below, neither Party may assign this Agreement or any of its rights,

interests, or obligations hereunder without the prior written consent of the other Party, which such consent shall not be unreasonably withheld.

15.3.1 Producer may, with only prior written notice to Niagara Mohawk, assign, transfer,
pledge, or otherwise dispose of its rights and interests under this Agreement: (i) to
any lender or financial institution in connection with the financing or refinancing
of any changes to the Interconnection Facility made at Producer's request, the,
Production Facility or property acquisition therefore; and (ii) to any parent or to
any wholly-owned subsidiary or affiliate of Producer or its parent.

15.3.2 Niagara Mohawk may, upon prior written notice to Producer, assign, transfer,
pledge, or otherwise dispose of Niagara Mohawk's rights and interests under this
Agreement to any lender or financial institution in connection with the financing
or refinancing of the Transmission System or property acquisition therefor.

15.3.3 Any company or entity which succeeds by purchase, merger or consolidation of
the properties and assets, substantially or entirely, of Niagara Mohawk shall be
entitled to the rights and shall be subject to the obligations of Niagara Mohawk
under this Agreement.

15.4 Each Party agrees to reimburse the other Party for any costs and expenses (including

reasonable attorneys' fees) incurred in connection with the other Party's review, execution and delivery of instruments, agreements or documents necessary in connection with the assigning Party's assignment, transfer, sale or other disposition of this Agreement.

15.5 Any assignment in violation of Article XV shall be considered null and void from its

inception and Niagara Mohawk reserves the right to disconnect the Production Facility from the Interconnection Facility.

15.6 Any authorized assignment shall not relieve the assigning Party of the responsibility of

full compliance with the requirements of this Agreement, unless the other Party consents
and the assignee agrees in writing to be bound by all of the obligations and duties of the
assigning Party provided for in this Agreement and has provided written assurances to the
other Party of continued performance and protection against liability upon assignment.

15.7 Assignment contrary to the provisions of this Agreement shall make the assigning Party

the indemnitor of the other Party and its successors against any liabilities and costs,
including attorneys' fees as to which the assigning Party's transferee fails to indemnify,
defend, and hold harmless the other Party, its agents, employees and its successors, from
and against any loss, damage, liability , cost, suit, charge, expense (including reasonable
attorneys' fees) or cause of action, incurred by the other Party as a result of said

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assignment or as a result of any dispute between the assigning Party and its transferees, or between any subsequent transferees, that arises from or relates to any assignment by the assigning Party.

15.8This Agreement shall bind and inure to the benefit of the Parties to this Agreement, their

successors and permitted assigns.

ARTICLE XVI
APPROVAL

16.1 Niagara Mohawk shall file this Agreement with the appropriate regulatory authorities.  If

any such regulatory body materially modifies the terms and conditions of this Agreement
and such modification(s) materially affect the benefits flowing to one or both of the
Parties, the Parties agree to attempt in good faith to negotiate an amendment or
amendments to this Agreement or take other appropriate action(s) so as to put each Party
in effectively the same position in which the Parties would have been had such
modification not been made.  In the event that, within sixty (60) days or some other time
period mutually agreed upon by the Parties after such modification has been made, the
Parties are unable to reach agreement as to what, if any, amendments are necessary and
fail to take other appropriate action to put each Party in effectively the same position in
which the Parties would have been had such modification not been made, then either
Party shall have the right to unilaterally terminate this Agreement.

ARTICLE XVII

WAIVER

17.1 No provision of this Agreement may be waived except by mutual agreement of the

Parties as expressed in writing and signed by both Parties.

17.2Any waiver that is not in writing and signed by both Parties shall be null and void from

its inception.

17.3No express waiver in any specific instance as provided in a required writing shall be

construed as a waiver of future instances unless specifically so provided in the required

writing.

17.4 No express waiver of any specific default shall be deemed a waiver of any other default

whether or not similar to the default waived, or a continuing waiver of any other right or default by a Party.

17.5 The failure of either Party to insist in any one or more instances upon the strict

performance of any of the provisions of this Agreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment for the future of such strict performance of such provision or the exercise of such right.

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ARTICLE XVIII

AMENDMENT AND MODIFICATION

18.1 This Agreement may be amended or modified only if the amendment or modification is

in writing and executed by both Parties. Any amendment or modification that is not in writing and signed by both Parties shall be null and void from its inception.

18.2 No express amendment or modification in any specific instance as provided herein shall

be construed as an amendment or modification of future instances, unless specifically so provided in the required writing.

18.3 Nothing in this Agreement shall be construed as affecting in any way the right of either

Party to unilaterally make application to FERC (or any successor agency) for a change in
rates, terms and conditions, charges, classifications of service, rule or regulation under
Section 205, of the Federal Power Act ("FPA") and pursuant to FERC's rules and
regulations promulgated thereunder provided the other Party retains all rights to object to
such filing.

ARTICLE XIX

GOVERNING LAW

19.1 This Agreement and the rights and obligations of the Parties to this Agreement shall be

governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

19.2 Producer and Niagara Mohawk agree to submit to the jurisdiction of the courts in the

State of New York for the purposes of interpretation and enforcement of this Agreement.

19.3 Producer and Niagara Mohawk waive personal service by manual delivery and agree that

service of process on Producer or Niagara Mohawk in any action concerning or arising out of this Agreement may be made by registered or certified mail, return receipt requested, delivered to Producer or Niagara Mohawk at the addresses set forth in Article X of this Agreement.

ARTICLE XX

DISPUTE RESOLUTION

20.1 Should a claim or dispute among the Parties arise under this Agreement, the Parties shall

continue, in good faith, to perform their respective obligations hereunder. Notice of any
claim or dispute that any Party may have against another Party, arising out of the

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Agreement shall be submitted in writing to the other Parties in a manner that clearly identifies the nature of the claim or dispute and requests that the Parties engage in negotiations to resolve the claim or dispute.

20.2 Upon receipt of the notice of claim or dispute under section 20.1, the Parties shall use

Commercially Reasonable Efforts to resolve any such dispute without resorting to judicial  resolution,  through  good  faith  negotiations  between  representatives  with authority to resolve or settle the claim or dispute.  The Parties agree to keep confidential any documents or materials exchanged and/or confidential information revealed in furtherance of resolving or settling the claim or dispute under Article XX of this Agreement and that such documents, materials, or information shall be considered confidential settlement information and that, pursuant to Rule 408 of the Federal Rules of Evidence and parallel doctrines of state law, shall not be admissible as evidence in any subsequent judicial or regulatory proceeding.

20.3 If the dispute remains unresolved for more than sixty (60) days after receipt of the notice

of claim or dispute under section 20.1, any Party may seek resolution of its rights and
remedies under this Agreement through any available forum in accordance with Article
XX.

ARTICLE XXI

LIMITATION OF LIABILITY

21.1 Notwithstanding any other provision of this Agreement, neither Party shall be responsible

to  the  other  for  incidental,  indirect,  exemplary,  special  or  consequential  damages (including punitive damages or loss of profits) in connection with this Agreement, except in cases of intentional misconduct, unless otherwise stated in this Agreement.

21.2 Third-Party Claims Against Either Party.  Notwithstanding the provisions of this Article

as they may apply with respect to an indemnifying Party's responsibility for claims
asserted against an indemnified Party by a third-party, under no circumstances shall
either Party, or its directors, officers, employees, agents and Affiliates, be liable to the
other Party, its directors, officers, employees, agents or Affiliates, for third-party claims,
actions or causes of action for incidental, punitive, special, exemplary, indirect, treble,
multiple or consequential damages of any kind (including attorneys' fees, litigation costs,
losses or damages caused by reason of the unavailability of the Production Facility, plant
shutdowns or service interruptions, losses of use, profits or revenue, inventory or use
charges, costs of purchased or replacement power, interest charges or costs of capital)
resulting from or related to curtailments or interruptions of deliveries of Electricity over
the Electrical System, including any such damages which are based upon causes of action
for breach of contract, tort (including negligence and misrepresentation), breach of

warranty or strict liability.

21.3 Survival. The provisions of this Article shall apply regardless of fault and shall survive

termination, cancellation, suspension, completion or expiration of this Agreement.

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ARTICLE XXII
SEVERABILITY

22.1 If any term of this Agreement, or the interpretation or application of any term or

provision to any prior circumstance, is held to be unenforceable, illegal, or invalid by any
governmental  agency  or  court  of  competent  jurisdiction,  the  remainder  of  this
Agreement, or the interpretation or application of all other terms or provisions to persons
or circumstances other than those that are unenforceable, illegal, or invalid, shall not be
affected thereby and each term and provision shall be valid and be enforced to the fullest
extent permitted by law.

ARTICLE XXIII
HEADINGS

23.1 The headings in this Agreement are included herein for convenience of reference only

and shall not constitute a part of this Agreement for any other purpose, or limit or be used as an aid in construing the provisions of this Agreement.

ARTICLE XXIV

INTEGRATION/MERGER/SURVIVABILITY

24.1 This Agreement sets forth the entire understanding and agreement between the Parties as

to the subject matter of this Agreement and merges and supersedes all prior and contemporaneous understandings and agreements, oral or written, between the Parties with respect to the subject matter thereof.

ARTICLE XXV

COMPLIANCE WITH GOOD UTILITY PRACTICE

25.1 The Parties shall comply with Good Utility Practice.

ARTICLE XXVI

COUNTERPARTS

26.1 This Agreement may be executed in two or more counterparts, each of which shall be

deemed an original but all of which together shall constitute one and the same instrument.

ARTICLE XXVII

INTERPRETATION

27.1 The following rules shall govern the interpretation of this Agreement, including its

definitions. The terms "includes" or "including" shall not be limiting, whether or not
followed by the words "without limitation." References to an article or section shall mean
an article or section of this Agreement unless the context requires otherwise, and

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reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented and restated through the date as of
which such reference is made.

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed as of the day and year first above written.

NIAGARA MOHAWK POWER CORPORATION d/b/a NATIONAL GRID

By: ______________________________________

William L. Malee

Title:   Director, Transmission Commercial Services Date: _____________________________

GENERAL MILLS OPERATIONS, LLC

By: ______________________________________
Allen Brown

Title:   Plant Manager

Date: _____________________________

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Exhibit A:

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Exhibit B:

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