INTERCONNECTION AGREEMENT
BETWEEN
NIAGARA MOHAWK POWER CORPORATION d/b/a NATIONAL GRID
AND

THE VILLAGE OF SOLVAY

This amended INTERCONNECTION AGREEMENT (the "Agreement") is made effective as of June 18, 2012, between Niagara Mohawk Power Corporation d/b/a National Grid ("National Grid"), a New York Corporation, and the Village of Solvay, New York, a municipal corporation of the State of New York, ("Solvay"). Collectively, Solvay and National Grid may be referred to as the "Parties" or "Party's", or individually, as a "Party."

WHEREAS, the New York Independent System Operator, Inc., a not-for-profit corporation organized and operating under the laws of the State of New York (“NYISO”) operates the New York State Transmission System and National Grid owns and operates certain facilities included in the New York State Transmission System; and

WHEREAS, NYISO currently provides transmission services to the New York Power Authority ("NYPA") for deliveries of NYPA power and energy to Solvay in accordance with the NYISO’s Open Access Transmission Tariff (“OATT”) utilizing facilities owned by National Grid; and

WHEREAS, National Grid is currently interconnected to Solvay at Solvay's Mathews Avenue substation ("Mathews"), Industrial substation ("Industrial") and Lakeland substation (“Lakeland”) as described in greater detail in Exhibit A to this Agreement (collectively Mathews, Industrial and Lakeland may be referred to as the “Solvay Substations”); and

WHEREAS, Solvay is making modifications to its existing Industrial and Mathews substations which will require modifications to National Grid’s facilities; and

WHEREAS, National Grid and Solvay are parties to certain agreements governing the recovery of costs for certain engineering and related work performed by National Grid (“Cost Reimbursement Agreements”); and

WHEREAS, National Grid and Solvay are parties to an interconnection agreement governing the Industrial substation executed in May 1999, which is being superseded by this Agreement; and

WHEREAS, National Grid and Solvay are parties to an interconnection agreement governing the Lakeland substation executed in August 2003, which is being amended and superseded by this Agreement;

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“Affiliate” shall mean, with respect to a person or entity, any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust or unincorporated organization, directly or indirectly controlling, controlled by or under common control with, such person or entity. The term “control” shall mean the possession, directly or indirectly, of the power to direct the management or policies of a person or entity. A voting interest of ten percent or more shall create a rebuttable presumption of control.

1.2"Agreement" shall mean this Interconnection Agreement between National Grid and Solvay, including all exhibits hereto, as the same may be amended, supplemented, revised, altered, changed, or restated in accordance with its terms.

1.3"Bulletin No. 752” or "ESB 752” shall mean the National Grid document dated October 1994, 2nd Printing April 2002 Supplement to Specifications for Electrical Installations and designated Electric System Bulletin No. 752, as amended or superseded and attached hereto as Exhibit C.

1.4"Commercially Reasonable Efforts" shall mean, with respect to an action required to be attempted or taken under this Agreement, efforts that are timely and consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party would use to protect its own interests.

1.5"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.

1.6“Delivery Points” shall mean the points, as set forth in Exhibit A to this Agreement, where Solvay’s Interconnection Facilities connect to National Grid’s Interconnection Facilities.

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 Solvay Stations, the Solvay System, or the electrical or transmission systems of others to which National Grid's electrical systems are directly or indirectly connected.

1.9"FERC" shall mean the United States of America's Federal Energy Regulatory Commission (“FERC”) 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 Solvay Stations are 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 Solvay, the term Good Utility Practice shall also include standards applicable to municipalities 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 Facilities” shall include the National Grid Interconnection Facilities and Solvay Interconnection Facilities. Collectively, Interconnection Facilities shall include all property, facilities and equipment between the Solvay Substations and the Interconnection Points, as identified on Exhibit A, including any modifications, additions or upgrades, that are necessary to physically and electrically interconnect the Solvay Substations to the Transmission System.

1.13 "Interconnection Points" shall mean the points at which the Interconnection Facilities connect to the National Grid Transmission System as indicated on Exhibit A.

1.14 "Interconnection Study" shall mean the necessary studies performed by National Grid to interconnect or modify the existing interconnections of the Solvay Substations to the National Grid Transmission System. National Grid shall perform those studies that, in the judgment of National Grid, are necessary to determine: (a) an appropriate Interconnection Point and Delivery Point, (b) conceptual equipment and the facilities necessary and desirable for the construction and operation of new or additional or modified facilities, (c) the interconnection voltage and operational constraints, (d) the estimated costs of facilities and/or the costs for National Grid's design, review, assistance and inspection of facilities to be designed and constructed by Solvay, (e) the estimated costs of any new reinforcements to or additions of new facilities to the National Grid Transmission System required or recommended to be made in order for National Grid to interconnect with the Solvay Substations in accordance with NYISO Tariff rules and regulations and as such Interconnection Study is attached hereto as Exhibit B.

1.15 "Modification" means any new construction, new facilities, additions, reinforcements, alterations, improvements, appurtenances, replacements or upgrades made to the Interconnection Facilities, National Grid Transmission System or the Solvay Substations after the Effective Date of this Agreement that has a material impact on the National Grid Transmission System or the Solvay System. "Modification" as it applies to the Interconnection Facilities or National Grid Transmission System shall also include Modifications which are required to support the operations of Solvay at the Solvay Substations, including those required by: (i) changes in the operations of the Solvay Substations after the Effective Date as hereinafter defined, or (ii) changes in the technology employed at the Solvay Substations after the Effective Date.

1.16 "NERC" shall mean the North American Electric Reliability Corporation or any successor organization.

1.17 "New York Control Area" or “NYCA” shall have the same meaning as in the Independent System Operator Agreement establishing the New York ISO (as defined below).

1.18 “New York State Transmission System” shall mean the entire New York State electric transmission system, which includes: (i) the Transmission Facilities under ISO operational control; (ii) the Transmission Facilities Requiring ISO Notification; and (iii) all remaining transmission facilities within the New York Control Area.

1.19 "National Grid" shall mean Niagara Mohawk Power Corporation d/b/a National Grid and its successors and permitted assigns.

1.20 "National Grid Properties" shall mean those parcels of and/or interest in real property that National Grid uses for the National Grid Transmission System.

1.21 "National Grid Transmission System" shall mean the properties, structures, facilities, equipment, devices, and apparatus wholly or partly owned or leased by, or under contract to, or under the control of National Grid or its Affiliates, necessary for the provision of services under the NYISO OATT and/or National Grid’s Retail Tariff..

1.22 "NPCC" shall mean the Northeast Power Coordinating Council or any successor organization.

1.23 "NYISO" shall mean the New York Independent System Operator, Inc., or any successor thereto.

1.24 "NYISO OATT" shall mean the FERC-approved Open Access Transmission Tariff for the NYISO and/or the FERC-approved Market Services Tariff for the NYISO, including Tariff Attachments, as applicable, and as it may be amended from time to time.

1.25 "NYPA" shall mean the New York Power Authority or any successor thereto.

1.26 "NYSPSC" shall mean the New York Public Service Commission or any successor thereto.

1.27 "NYSRC" shall mean the New York State Reliability Council or any successor organization.

1.28 "Retail Tariff' means National Grid'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 "Solvay" shall mean the Village of Solvay and its successors and permitted assigns.

1.30 “Solvay Substations” shall mean the Village of Solvay’s Mathews Avenue substation, Industrial substation and Lakeland substation.

1.31"Solvay System" shall mean the electric distribution system owned, controlled and maintained by Solvay, and any upgrades thereto, including the Solvay Substations.

1.32 "Upgrades" shall mean the improvements and additions to the National Grid Transmission System and Interconnection Facilities as identified in the Interconnection Study.

Interpretation. 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 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.

ARTICLE II

AGREEMENT TO INTERCONNECT
DESCRIPTION OF INTERCONNECTION FACILITY

2.1 The Parties agree to interconnect the Solvay Substations to the National Grid Transmission System in accordance with the terms of this Agreement.

2.2 National Grid and Solvay shall be interconnected by means of National Grid Interconnection Facilities, which National Grid shall own, operate and maintain, at Solvay's expense, and Solvay Interconnection Facilities, which Solvay shall own, operate and maintain. Solvay agrees that the installation of the electrical equipment and the operation of the Solvay Substations must meet or exceed the standards of Good Utility Practice, all requirements of Bulletin No. 752, any applicable Interconnection Study 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. 752, the requirements, rules and regulations of the NYISO shall govern.

2.3 Solvay recognizes that nothing in this Agreement or Solvay's financial support of the Interconnection Facilities confers upon Solvay any right to transmit or receive Electricity over the Transmission System, other than through the Interconnection Facilities identified in more particularity in Exhibit A.

2.4 National Grid shall use Good Utility Practice to own, operate, maintain and make available National Grid Interconnection Facilities and National Grid Transmission System. National Grid does not, however, guarantee or warrant uninterrupted availability of the Interconnection Facilities or the National Grid Transmission System. Any curtailment of deliveries over the Interconnection Facilities or the National Grid Transmission System shall be governed by Good Utility Practice, the terms and conditions of the NYISO, National Grid's standard practices and procedures, and as applicable, Bulletin No. 752 and the Interconnection Study; provided, however, that in the event of a conflict between the requirements, rules and regulations of the NYISO and the requirements of Bulletin No. 752, National Grid’s standard practices and procedures and the Interconnection Study, the requirements, rules and regulations of the NYISO shall govern.

2.5 National Grid reserves the right to operate disconnect switch(s) in the Solvay Substations with twenty four (24) hour notice to Solvay for National Grid requested maintenance or in an Emergency Condition after giving Solvay reasonable notice under the circumstances. National Grid shall exercise such right of disconnect (a) in accordance with Bulletin No. 752 (b) in a non-discriminatory manner, and (c) in accordance with Good Utility Practice.

2.6 If Solvay relies on National Grid's protection equipment and practices for protection of the Solvay Stations or if Solvay relies on any other of National Grid's equipment for support of its operations, Solvay agrees to release, indemnify, defend, and save harmless National Grid, 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 Solvay Substations as a result of such reliance, whether the loss, damage or injury result to or be sustained by Solvay or any other persons, firms or corporations.

2.7 This 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 Solvay is a municipal corporation duly organized and validly existing under the laws of the State of New York. Solvay 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 National Grid is a corporation duly organized, validly existing and qualified to do 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.

3.3Solvay and National Grid each represents 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 FACILITIES

4.1 INTERCONNECTION STUDY

4.1.1Exhibit A to this Agreement shall separately identify the Interconnection Facilities associated with the existing Delivery Points and the Interconnection Facilities associated with any new, modified, or upgraded delivery point. The Interconnection Facilities and the Upgrades associated with any new, modified, or upgraded Delivery Point shall be constructed and operated in accordance with the Interconnection Study performed by National Grid pursuant to this Agreement and in accordance with Good Utility Practice. Certain provisions of this Article IV relating to Modifications shall apply only if Modifications are made to the Interconnection Facilities, National Grid Transmission System or Solvay System after the Effective Date of this Agreement. The Interconnection Study shall be included as Exhibit B, hereto. The provisions of this Agreement addressing the design, engineering, procurement, and construction of Interconnection Facilities and Upgrades shall apply to the Interconnection Facilities and the Upgrades associated with any new, modified, or upgraded Delivery Point.

4.2 OBTAINING REAL PROPERTY INTERESTS, AND NECESSARY LICENSES.  PERMITS, AND APPROVALS

4.2.1Solvay will acquire all interests in real property that are necessary for National Grid to construct, operate and maintain the National Grid Interconnection Facilities or Modifications in accordance with the terms and provisions of this Agreement.

4.2.2National Grid, at Solvay's sole cost and expense, shall be responsible for preparing and maintaining in full force and effect all permits, authorizations, licenses, certificates and approvals necessary to design, construct, operate and maintain National Grid Interconnection Facilities or Modifications. Solvay shall be responsible, at its own cost, for preparing and maintaining in full force and effect all permits, authorizations, licenses, certificates, and approvals necessary to design, construct, operate and maintain the Solvay Substations and effectuate its obligations under the Agreement with respect to the Solvay Interconnection Facilities. National Grid, at Solvay's sole cost and expense, shall fully cooperate with Solvay in order to prepare and maintain all permits, authorizations, licenses, certificates and approvals required by this Section. Solvay and National Grid agree to comply in all material respects with all federal, state and local environmental and other laws, ordinances, rules, regulations, permits, licenses, approvals, certificates and requirements thereunder in connection with the activities each performs pursuant to this Agreement.

4.2.3 Solvay agrees that, prior to the transfer of any real property interest to National Grid under the terms of this Agreement, Solvay shall conduct, or cause to be conducted, sampling, soil testing, and any other methods of investigation which would disclose the presence of any Hazardous Substance which has been released on the property or which is present upon the property by migration from an external source on the property and shall notify National Grid in writing as soon as reasonably practicable after learning of the presence of Hazardous Substance upon said property interest. Solvay shall provide NMPC with a copy of any report or data generated as a result of such sampling or soil testing activities. Solvay agrees to indemnify, defend, and save National Grid, its agents and employees, harmless 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 relating to any damages to any

person or property resulting from the presence of such Hazardous Substance.

4.2.4 National Grid, at Solvay's sole cost and expense, shall be given the opportunity to inspect, perform final testing and approve Modifications to the Solvay Substations and Solvay Interconnection Facilities and review all appropriate approvals, certificates, permits, and authorizations. Solvay shall be responsible for correcting any situations contrary to Good Utility Practice, Bulletin No. 752, National Grid's standards, procedures, practices and functional specification requirements, standard National Grid environmental, construction, forestry, and right-of-way management practices and procedures, National Grid's ROW Access, Maintenance and Construction Best Management Practices and National Grid's Transmission Right-of-Way Management Plans or any applicable NYISO requirements, which such requirements shall govern in the event of a conflict between the rules and regulations of the NYISO and any other requirement listed in this subsection 4.2.4, which materially and adversely affect the operability of the Interconnection Facilities or are contrary to applicable laws or permits, and for correcting any material deficiencies which could impede the Interconnection Facilities pursuant to this Agreement. Solvay shall be responsible for the costs associated with making such corrections.

4.2.5 Solvay shall be given the opportunity to inspect, perform final testing and approve new or modified National Grid Interconnection Facilities and review all appropriate approvals, certificates, permits, and authorizations. National Grid shall correct any situations contrary to Good Utility Practice, Bulletin No. 752, National Grid's standards, procedures, practices and functional specification requirements, standard National Grid environmental, construction, forestry, and right-of-way management practices and procedures, National Grid's ROW Access, Maintenance and Construction Best Management Practices and National Grid's Transmission Right-of-Way Management Plans or any applicable NYISO requirements, which such requirements shall govern in the event of a conflict between the rules and regulations of the NYISO and any other requirement listed in this subsection 4.2.5, which materially and adversely affect the operability of the Interconnection Facilities or are contrary to applicable laws or permits, and for correcting any material deficiencies which could impede the Interconnection Facilities pursuant to this Agreement. Prior to commercial operation of Modifications to the Solvay Substations, Solvay shall provide National Grid with written acceptance of the National Grid Interconnection Facilities.

4.3 NATIONAL GRID DESIGN, ENGINEERING AND  CONSTRUCTION ACTIVITIES

4.3.1 At Solvay's expense, National Grid agrees to design, engineer, and construct the National Grid Interconnection Facilities or Modifications and Upgrades in accordance with: (a) any Interconnection Study, (b) Good Utility Practice, (c) National Grid's standards and (d) to the extent applicable, the Scope of Work in Exhibit D, the Estimated Project Costs in Exhibit E and the Project Milestone Schedule in Exhibit F.

4.3.2 At Solvay's expense, National Grid agrees to procure any and all equipment necessary for National Grid to construct or modify the National Grid Interconnection Facilities and Upgrades.

4.3.3 All design, engineering, procurement, and construction activities performed by National Grid or a third party selected by National Grid 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 and set forth in Exhibit B to this Agreement. National Grid, at Solvay 's expense, agrees to inform Solvay at such times as Solvay reasonably requests of the status of all design, engineering, procurement, and construction activities performed by National Grid or a third party selected by National Grid, 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 National Grid reasonably expects may delay construction of the Upgrades or Modifications to the National Grid Interconnection Facilities.

4.3.4 No design, engineering, procurement, or construction activities not previously authorized by any Cost Reimbursement Agreement between Solvay and National Grid shall be undertaken by National Grid prior to Solvay's receipt of the Interconnection Study and until such time as Solvay issues a written notice to proceed with such activities and a money deposit is received by National Grid for services to be rendered.

4.3.5 Solvay reserves the right, upon thirty (30) days prior written notice to National Grid, to suspend at any time all work by National Grid associated with the design, engineering, procurement, construction of the Upgrades or with any design, engineering, and construction activities relating to National Grid Interconnection Facilities or Modifications. Solvay acknowledges and agrees to reimburse National Grid for all costs incurred by National Grid that cannot be avoided, due to Solvay's suspending said work in accordance with Article IX of this Agreement.

4.3.6 National Grid shall, at Solvay's expense, test the National Grid Interconnection Facilities, Modifications, and Upgrades to ensure their safe and reliable operation in accordance with Good Utility Practice.

4.4 ACCESS RIGHTS

4.4.1 National Grid hereby grants to Solvay access, and licenses, as Solvay may require in connection with the construction and permitting of Modifications to the Solvay Stations and the Interconnection Facilities.

4.4.2 Solvay hereby grants to National Grid all necessary access, and licenses, including adequate and continuing rights of access to Solvay's property, as is necessary for National Grid to construct, operate, maintain, replace, and remove National Grid Interconnection Facilities and Modifications in accordance with the terms of this Agreement and to exercise any other of its obligations under this Agreement. Solvay hereby agrees to execute such grants, deeds, licenses, instruments or other documents as National Grid may require to enable it to record such rights of way, easements, and licenses. Solvay also grants to National Grid rights of access to Solvay's property for any purpose reasonably related to this Agreement.

4.5All expenditures incurred in acquiring necessary rights-of-way and associated permits and authorizations shall be the sole responsibility of Solvay. All costs associated with the transfer of real property rights to National Grid shall also be the responsibility of Solvay, including, but not limited to, closing costs, subdivision costs, transfer taxes and recording fees. National Grid shall be reimbursed for all costs it incurs in connection thereto and in carrying out the responsibilities hereunder as provided in Article IX of this Agreement.

4.6 The rights-of-way for National Grid Interconnection Facilities constructed or modified by Solvay pursuant to this Agreement shall be conveyed to National Grid in fee simple or by an easement approved by National Grid, with good and marketable title free and clear of all liens and encumbrances for a sum of $1.00. With respect to any approved conveyance of easements, Solvay shall subordinate pertinent mortgages to easement rights. Solvay shall indemnify, defend, and hold harmless National Grid, its agents and employees, from all liens and encumbrances against the property conveyed. Solvay further agrees to provide a complete field survey with iron pin markers showing the centerline of the entire right-of-way, a 40-year abstract of title, and a 10-year tax search. Solvay shall be required to provide National Grid, as a condition of and pursuant to conveyance to National Grid of any and all interests in real property acquired by Solvay on behalf of National Grid for any new or modified National Grid Interconnection Facilities, title insurance with a complete title report issued by a reputable title insurance company. In the event Solvay is unable to convey to National Grid good and marketable title to any parcel of land acquired pursuant to this Agreement, whether said defect in title is discovered prior to or after conveyance of said parcel of land, or in the event of a failure by Solvay to comply with National Grid's engineering standards or any applicable law, code, rule or regulation, then Solvay shall cure such defect or failure to comply, to the reasonable satisfaction of National Grid within six (6) months after receipt of written notice from National Grid to Solvay specifying the defect or failure to comply or within such other time as the parties may agree. All expenses and costs associated with curing said defects or failure to comply shall be Solvay's sole responsibility.

4.7 Each Party shall provide to the other Party copies of all necessary environmental, right-of- way, engineering, and other licenses, certificates, permits, approvals and as-built drawings.

4.8 Each Party shall also provide to the other, upon request and at the costs of the requesting Party, reasonable documentation necessary to verify costs relating to the Interconnection Facilities or Modifications, including, but not limited to, any costs relating to the design, engineering, construction, operation or maintenance of the Interconnection Facilities or Modifications. Each Party shall have the right to request reasonable supporting documents which is necessary to substantiate its costs.

ARTICLE V

OPERATION, MAINTENANCE, AND MODIFICATION

5.1 OPERATION AND MAINTENANCE

5.1.1 National Grid shall own, operate, maintain and repair (repair includes, but is not limited to, replacement of existing equipment when required due to failure) National Grid Interconnection Facilities in accordance with Good Utility Practice. Under this Agreement, Solvay will reimburse National Grid for the actual costs associated with owning, operating, maintaining and repairing the National Grid Interconnection Facilities in accordance with Good Utility Practice. National Grid shall notify Solvay of the schedule for scheduled outages of National Grid Interconnection Facilities and transmission facilities in accordance with Good Utility Practice and National Grid standard practices and, upon making any changes to such schedules thereafter, shall promptly notify Solvay of any such changes.

5.1.2 Solvay, at its own expense, shall operate, maintain and repair (repair includes, but is not limited to, replacement of existing equipment when required due to failure) the Solvay Substations and Solvay Interconnection Facilities in accordance with Good Utility Practice and this Agreement. Solvay shall notify National Grid of the schedule for scheduled outages of the Solvay Substations in accordance with Good Utility Practice and National Grid standard practices and, upon making any changes to such schedules thereafter, shall promptly notify National Grid of any such changes.

5.1.3 In furtherance of the Parties' mutual objective to preserve and maintain the reliability of the Transmission System, the Solvay System and the Solvay Substations, the Parties agree to coordinate the planning and scheduling of any outages and any changes thereto in a manner that will preserve and maintain the reliability of, and minimize the effect on, the National Grid Transmission System and the Solvay System consistent with Good Utility Practice, Bulletin No. 752, NYISO practices and National Grid standard practices.

5.1.4 In furtherance of the Parties' mutual objective to preserve and maintain the reliability of the Transmission System, the Solvay System and the Solvay Substations, the Parties agree to coordinate the planning and scheduling of preventative and corrective maintenance in a manner that will preserve and maintain the reliability of the Transmission System, the Solvay System and the Solvay Substations. The Parties shall conduct preventative maintenance and corrective maintenance activities as scheduled and planned, or as they become necessary, consistent with Good Utility Practice.

5.1.5 If Solvay requests that National Grid perform maintenance during a time period other than as scheduled by National Grid, National Grid will use Commercially Reasonable Efforts to meet Solvay's request as long as meeting the request would not reasonably be expected, as determined by National Grid, to have an adverse impact upon National Grid's operations or the operations of National Grid's customers. Notwithstanding the foregoing, should Solvay request to perform maintenance that National Grid in good faith determines may have an adverse impact on National Grid's operations or the operations of National Grid's customers, and if such maintenance may be delayed until after such period, National Grid may reject Solvay's scheduling request. Solvay shall reimburse National Grid for all actual costs incurred by National Grid related to satisfying Solvay's request.

5.2 MODIFICATION OF THE INTERCONNECTION FACILITIES

5.2.1 National Grid shall retain the discretion to determine whether, when, and in what manner Modifications to the National Grid Interconnection Facilities are required by Good Utility Practice and, as soon as reasonably practicable, but no later than on three months advance written notice including an estimate of the cost of the Modification, shall advise Solvay 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 Facilities. National Grid shall construct, operate, maintain and repair any such Modification, and Solvay shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification.

5.2.2 If a Modification to the National Grid Interconnection Facilities is required to support the operations of Solvay at the Solvay Stations, National Grid shall construct, operate, maintain and repair, at Solvay's expense, any such Modification, and Solvay shall reimburse National Grid for all actual costs and expenses of constructing, operating and maintaining the Modification. National Grid shall provide three (3) months advance written notice including an estimate of the cost of the Modification to Solvay to the extent reasonably practicable.

5.2.3 Solvay shall give National Grid three (3) months advance written notice of any planned Modifications to the Solvay Interconnection Facilities or Solvay Substations.

5.2.3.1Such notice shall include plans, specifications, information and operating instructions relating to the impact of planned Modifications on the National Grid Transmission System and Interconnection Facilities, National Grid's electric operations and the Solvay System.

5.2.3.2 If National Grid determines that such Modification would have a material adverse effect upon National Grid's operations or the operations of National Grid's customers, then National Grid shall so notify Solvay. In the event that Solvay elects to continue with such Modification, National Grid shall be entitled to designate the earliest date upon which Solvay may begin the Modification, provided, however, that National Grid shall not designate a beginning date that is later than eighteen (18) months after receipt of the notice mandated by subsection 5.2.3. Solvay shall be responsible for all costs associated with such Modification, including any actual costs incurred by National Grid associated with ensuring that the National Grid Interconnection Facilities would be compatible with such Modification.

5.2.3.3Notwithstanding the foregoing, should Solvay propose a schedule for performing a Modification that National Grid in good faith determines may adversely affect National Grid's operations or the operations of National Grid's customers, National Grid may reject such schedule, but only to the extent such schedule is not in accordance with Good Utility Practice.

5.2.3.4All such Modifications to the Solvay Stations or the Interconnection Facilities, and any resulting effects on the National Grid Transmission System, shall meet the rules and requirements of NERC, NPCC, NYSRC, the Nuclear Regulatory Commission, and the NYISO or their respective successors, the standards of Good Utility Practice, and the requirements of Bulletin No. 752; provided, however, that in the event of a conflict between the rules and requirements of the NYISO and the requirements of Bulletin No. 752, the rules and requirements of the NYISO shall govern.

5.2.4 If Solvay elects to construct, at its own expense, a Modification to the National Grid Interconnection Facilities subject to the terms of this Agreement, then Solvay shall transfer all rights, title and interest in such Modification to National Grid upon completion of construction and shall execute all necessary documents to effectuate transfer of ownership thereof to National Grid, provided however, that design, engineering, and construction activities on to the existing National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected by National Grid in accordance with Good Utility Practice and at Solvay 's expense, Solvay shall obtain any necessary permits, authorizations and rights-of-way for the Modification, in accordance with this Agreement, the costs thereof to be paid by Solvay. Solvay shall transfer any such rights-of-way to National Grid. National Grid will accept transfer of ownership and energize the Modification, upon Solvay’s satisfaction, at Solvay’s expense, of the following: (a) the Modification shall comply with National Grid's engineering standards and all applicable laws, codes, rules and regulations; (b) the transfer of all rights of way necessary for the Modification shall be made in fee simple (by warranty deed free and clear of all liens and encumbrances) for consideration in the amount of One Dollar and (c) a land survey and title insurance for the Modification shall be provided to National Grid by Solvay in a form and amount acceptable to National Grid.

5.3 MODIFICATION, RELOCATION, REARRANGEMENT, ABANDONMENT OR  RETIREMENT OF THE NATIONAL GRID TRANSMISSION SYSTEM.

5.3.1 If, during the term of this Agreement, National Grid determines that it is required by Good Utility Practice to make a Modification, relocate, rearrange, abandon, or retire the National Grid Transmission System, National Grid shall use good faith efforts to give Solvay 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 Solvay's operation of the Solvay Stations may continue with minimal interruption.

5.3.2 If National Grid is required or ordered by a governmental authority or the NYISO to make a Modification, relocate, rearrange, abandon, or retire the National Grid Transmission System, National Grid shall use good faith efforts to give Solvay no less than one (1) year advance written notice.

5.3.3 If the Modification, relocation, rearrangement, abandonment, or retirement is required pursuant to Paragraph 5.3.1 or 5.3.2, National Grid shall perform or have performed, at Solvay's expense, the studies necessary to identify any Modifications to the Interconnection Facilities, the Solvay Stations or the Solvay System necessary for the continued operation of the Solvay Stations and shall inform Solvay of the estimated costs. Solvay shall at its option either: (a) reimburse National Grid for all actual costs and expenses of such Modification to the Interconnection Facilities, the Solvay Stations or the Solvay System, studies and estimates in accordance with Article IX of this Agreement; (b) construct, at its own expense, new Interconnection Facilities subject to the terms of this Agreement; provided, however, that design, engineering, and construction activities relating to the existing National Grid Transmission System and National Grid Interconnection Facilities shall be performed by National Grid, or by a third party selected by National Grid at Solvay 's expense; or (c) terminate this Agreement, upon no less than sixty (60) days advance written notice to National Grid.

ARTICLE VI

METERING AND LOSSES

6.1 METERING

6.1.1 Solvay shall, at Solvay'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. Solvay shall provide suitable space within its facilities for installation of such metering equipment.

6.1.2 Solvay, 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 National Grid for observability of the station load and equipment status, NYPA, the NYPSC or the NYISO. At Solvay's expense, National Grid shall purchase, own and maintain all telemetering equipment located at Solvay's facilities. Solvay shall provide, install and own National Grid approved or specified test switches in the transducer circuits that have been approved or specified by National Grid. Solvay shall be responsible for actual costs involved in the relocation of communication circuits and transmission mediums that may be required by National Grid, NYPA, the NYPSC, or the NYISO from time to time.

6.1.3 Electricity received at the Delivery Points by Solvay hereunder shall be measured by revenue quality electric watt hour meters of a type approved by the NYPSC and NYPA. The metering equipment shall conform to the requirements of the NYISO Control Center Communications Manual and the NYISO Revenue Metering Requirements Manual. These metering facilities will be installed, owned, and maintained by NYPA and shall be sealed by NYPA, with the seal broken only upon occasions when the meters are to be inspected, tested or adjusted and representatives of both National Grid and Solvay are present. The metered data shall be telemetered to one or more locations designated by NYPA and NYISO. Such telemetered data shall be used, under normal operating conditions, as the official measurement of the amount of Electricity delivered to the Delivery Points. The metering and installation costs are to be borne by Solvay. The meters shall be maintained in accordance with the rules set forth in 16 NYCRR Part 92, as amended from time to time, and in accordance with Good Utility Practice.

6.1.4 National Grid, at its own expense, may elect to install its own meters in addition to Solvay or NYPA's meters. Such meters shall meet the requirements of 16 NYCRR Part 92, as may be amended from time to time.

6.1.5 In the event the Solvay desires access to meter information, Solvay, 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, NYPA and National Grid rules, requirements, or standards.

6.1.6 Solvay grants to the employees and agents of National Grid the right of access to the Solvay Stations 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 National Grid. If Solvay refuses such access to the meters or other National Grid equipment, or if access is obstructed or hazardous, National Grid shall provide notice that Solvay 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, Solvay does not permit access or remove any obstruction or hazard, it will constitute an event of breach, and National Grid may take any action in accordance with this Agreement, including disconnecting the Solvay Stations from the National Grid Transmission System in accordance with Good Utility Practice, after providing reasonable notice.

Notwithstanding any other provisions of this Agreement, in the event that the employees or agents of National Grid damage any of the Interconnection Facilities or the Solvay System or the National Grid Transmission System in the course of performing work under this subsection, then, subject to the provisions of Article XXI of this Agreement, National Grid shall be solely responsible for all costs and expenses arising from such damage but only to the extent such costs and expenses are the direct result of National Grid’s sole negligent actions or omissions; 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.

6.2 LOSSES

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 National Grid. The metering point, the Delivery Points, associated equipment and distance between the metering point and the Delivery Points shall be as set forth in Exhibit A. If the metering points are changed to another location, losses in accordance with this section will be recalculated. In addition, Solvay will be responsible for actual costs associated with the change in metering points.

ARTICLE VII

INSURANCE PROVISIONS

7.1 By the date on which construction of the Interconnection Facilities begins, Solvay agrees to maintain at its own expense insurance policies issued by reputable insurance companies acceptable to National Grid 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 Commercial General Liability (Including Contractual Liability and  Products/Completed Operations), covering all activities and operations to be performed by it under this Agreement, with the 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
General Aggregate & Product Aggregate - $2,000,000 each.

7.1.3 Automobile Liability, for coverage of owned, non-owned and hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage

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

7.2 Solvay shall name National Grid USA, its subsidiaries and affiliates as an additional insured for all coverage's except Workers Compensation and Employers Liability Insurance in order to provide National Grid protection from liability arising out of activities of Solvay relating to the Interconnection Facilities, and/or the Upgrades as the case may be.

7.3In the event Solvay uses subcontractors in connection with this Agreement, Solvay shall require all subcontractors to provide the same insurance coverage's set forth in paragraphs 7.1.1, 7.1.2, 7.1.3. and 7.1.4

7.4 Upon request by National Grid, Solvay shall promptly provide National Grid 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, 7.1.4 and 7.2. Solvay shall provide such certificates or evidence of insurance to National Grid at the following address:

To:National Grid

Attention: Risk Management Bldg. A-4, 300 Erie Blvd. West Syracuse, NY 13202

Solvay shall provide at least thirty (30) days prior written notice to National Grid in the event of any cancellation or diminution of coverage. The certificates shall outline the amount of deductibles or self-insured retention's which shall be for the account of the insured Party.

7.5If Solvay 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 Solvay fails immediately to procure such insurance as specified herein, then National Grid has the right to procure such insurance and, at its option, either bill the cost thereof to Solvay or deduct the cost thereof from any sum due Solvay under this Agreement.

7.6              To the extent requested, Solvay shall furnish to National Grid copies of any accidents report(s) sent to Solvay's insurance carriers covering accidents or incidents occurring in connection with or as a result of the performance of the work under this Agreement.

7.7Solvay shall comply with any governmental and/or site specific insurance requirements

even if not stated herein.

7.8By the date that such coverage is required, Solvay represents that it will have full policy limits available and shall notify National Grid in writing when coverage's required herein have been reduced as a result of claim payments, expenses, or both.

7.9Nothing contained in these insurance requirements is to be construed as (A) limiting the extent, if any, to which Solvay is responsible for payment of damages, or (B) limiting, diminishing, or waiving the obligation of Solvay to indemnify, defend and save harmless National Grid in accordance with this Agreement.

ARTICLE VIII

COMPLIANCE WITH LAWS

              8.1              National Grid and Solvay 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.

8.2If 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. National Grid and Solvay shall in good faith attempt to reform this Agreement to comply with the aforementioned laws, ordinances, rules, regulations, permits, approvals, or certificates. If National Grid and Solvay are unable to do so, either Party may terminate this Agreement.

8.3Environmental Releases by Solvay. Solvay shall notify National Grid 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 National Grid 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 National Grid's property, Solvay, 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 National Grid's property and shall notify National Grid in writing as soon as reasonably practicable after learning of the presence of any Hazardous Substance upon National Grid's property. Solvay shall provide National Grid with a copy of any report or data generated as a result of such sampling or soil testing activities. Solvay shall notify National Grid immediately of any type of remediation activities. Solvay shall provide National Grid thirty (30) days written notice prior to conducting any asbestos or lead abatement activities, and shall promptly furnish to National Grid (i) 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. Solvay agrees to indemnify, defend, and save harmless National Grid, 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 the presence of such Hazardous Substance.

8.4 Environmental Releases by National Grid. National Grid shall notify Solvay 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 Solvay 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 Solvay's property at the Solvay Stations, National Grid, 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 Solvay's property at the Solvay Stations and shall notify Solvay in writing as soon as reasonably practicable after learning of the presence of any Hazardous Substance upon Solvay's property at the Solvay Stations. National Grid shall notify Solvay immediately of any type of remediation activities. National Grid shall provide Solvay thirty (30) days written notice prior to conducting any asbestos or lead abatement activities, and shall promptly furnish to Solvay (i) 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. National Grid agrees to indemnify, defend, and save harmless Solvay, 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 the presence of such Hazardous Substance.

8.5 Both Parties shall promptly provide to the other Party, all relevant information, documents, or data regarding the Solvay Stations which may reasonably be expected to pertain to the safety, security or reliability of the immediate National Grid Transmission System that the Solvay Stations are connected to.

ARTICLE IX

COST PAYMENTS

9.1National Grid shall invoice Solvay at the start of each calendar quarter in an amount equal to National Grid's actual costs and expenses for which National Grid is to be reimbursed under this Agreement. However, if and as requested by National Grid, Solvay shall reimburse National Grid for costs and expenses in advance of National Grid incurring the aforementioned costs or expenses.

9.2Solvay shall pay National Grid within thirty (30) calendar days of invoicing for all costs

incurred by National Grid under this Agreement, including, but not limited to, the cost of: constructing the National Grid Interconnection Facilities, Upgrades and Modifications; relocations, rearrangements, abandonments or retirements; operation, maintenance, repair and spare parts; metering, telemetering and communication media; and miscellaneous studies, testing, documentation and items performed by National Grid at the request of Solvay.

9.2.1 Solvay shall be responsible for all actual costs of National Grid, 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 National Grid property not otherwise covered by insurance including risk of loss of the National Grid Interconnection Facilities during construction; 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, spare parts, 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.

9.2.2Solvay shall be responsible for any and all costs or expenses that are incurred by National Grid pursuant to this Agreement for the operation, maintenance and repair of the National Grid Interconnection Facilities including any Modifications transferred to National Grid.

9.2.2.1Solvay shall reimburse National Grid on a quarterly basis for operation, maintenance, and repair costs and expenses. However, if and as requested by National Grid, Solvay shall reimburse National Grid for operation, maintenance, and repair costs and expenses in advance of National Grid incurring the aforementioned costs or expenses.

9.2.2.2 Operation, maintenance and repair costs and expenses shall include all actual costs and expenses associated with operation, maintenance, repair, spare parts, inspection, engineering and legal services, contract administration, right-of-way acquisition, A&G, working capital (including material adders, overhead charges, and transportation charges), and allowed earnings and/or rates of return approved by a regulatory body having jurisdiction.

9.2.3 Solvay shall be responsible for all legal fees, costs, liabilities, judgments, fines, penalties and other sanctions against National Grid arising out of Solvay's exercise of eminent domain powers, except to the extent that such fees, costs,

liabilities, judgments, fines, penalties and other sanctions are attributable to the rightful exercise of such powers.

9.2.4 Solvay shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon National Grid for payments made to National Grid by Solvay for services provided under this Agreement including, but not limited to, the following: 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 National Grid shall pay any applicable interest or penalty incurred as a result of National Grid's delay in paying such taxes or seeking reimbursement from Solvay. 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 Solvay is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by National Grid with respect to any property, property right, commodity, or service involved in, resulting from or accruing from National Grid's performance under this Agreement, which such different or additional tax would not be required to be paid by National Grid in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Solvay to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsection, then in such event Solvay shall fully reimburse National Grid for the full amount of such different or additional tax paid by National Grid.

9.2.4.1 If National Grid receives a refund from the taxing authorities of any amounts paid by Solvay, National Grid shall refund to Solvay such amount refunded National Grid (net of expenses related to obtaining the refund) within thirty (30) days of receiving such refund.

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

9.2.5 Increased income tax to National Grid arising from Solvay'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 Solvay under this Article shall be reimbursed to National Grid. The amount reimbursed to National Grid 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.

9.2.6 Solvay as a municipality is generally exempt from taxation and upon execution of the Agreement, Solvay shall immediately provide to National Grid all documentation required by National Grid to verify Solvay's tax exemption status.

9.3 National Grid agrees to cooperate with Solvay in attempting to minimize National Grid's costs under this Article, provided Solvay reimburses National Grid for all costs incurred by National Grid in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Solvay shall indemnify, defend, and save harmless National Grid, 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.

9.4National Grid shall include, with each invoice documentation supporting the costs, expenses, and/or taxes incurred by National Grid in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2.2.1. National Grid will provide such documentation from its standard accounting methods. Within thirty (30) days from date of the invoice, Solvay shall pay the invoice and/or notify National Grid that Solvay 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 Solvay disputes any invoice or portion thereof, Solvay 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 XX of this Agreement. If any portion of any invoice Solvay has not disputed remains unpaid thirty (30) days from the invoice date, National Grid shall apply to the unpaid balance, and Solvay 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.

9.5Solvay acknowledges and agrees that National Grid has undertaken to construct the National Grid Interconnection Facilities in a particular configuration solely at the request of Solvay and in reliance on Solvay's commitment to pay all of the costs of constructing and maintaining the National Grid Interconnection Facilities. Accordingly, Solvay and National Grid agree that the National Grid Interconnection Facilities and all of its components shall at all times be classified as substation leads that may be directly charged to Solvay and not as improvements to the National Grid Transmission System, except to the extent that National Grid hereafter voluntarily elects to reclassify those facilities as improvements to the National Grid Transmission System. Solvay hereby waives its right to challenge any of the provisions of this Section 9.5 under Section 206 of the Federal Power Act ("FPA"). Nothing contained in this Section 9.5 shall be construed as limiting Solvay's rights under Section 206 of the FPA with respect to the appropriate treatment of costs attributable to any portion of the National Grid Interconnection Facilities that National Grid may hereafter voluntarily reclassify or through National Grid’s actions functionally reclassify as improvements to the National Grid Transmission System rather
than as substation leads.

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:

To Solvay:To National Grid:

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 Solvay:To National Grid:

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.

10.2 Either 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.

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 date first above written (the "EFFECTIVE DATE"), subject to its approval or acceptance for filing by the FERC (if applicable) or if filed unexecuted, upon the date specified by the FERC, and shall continue in effect for twenty (20) years thereafter.

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 National Grid or Solvay 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, National Grid must give Solvay written notice of the reasons for termination. If, within a period of ten (10) days of receiving such notice, Solvay or National Grid 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 ten (10) days after such notice was provided.

11.4 In the event of a billing dispute between National Grid and Solvay, National Grid will not apply to remove the National Grid Interconnection Facilities or any part of the National Grid Transmission System from service or to terminate transmission service thereon as long as Solvay: (i) 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 Solvay 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 National Grid Interconnection Facilities from service shall apply.

11.5 Termination of this Agreement shall not relieve Solvay or National Grid of any of its liabilities and obligations arising hereunder prior to the date termination becomes effective, and Solvay or National Grid may take whatever judicial or administrative actions as appear necessary or desirable to enforce its rights 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 National Grid or Solvay 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.

11.6If a Party provides to the other written notice of termination pursuant to paragraph 11.3 and, in accordance therewith, such notice remains in effect ten (10) 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, National Grid, at its sole option and at Solvay 's expense, will physically disconnect the Solvay Substations from the National Grid Transmission System, return the National Grid Transmission System to its original state prior to this Agreement, and remove any or all of National Grid's Interconnection Facility equipment.

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, act of terrorism as confirmed by a governmental authority having jurisdiction, 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 National Grid'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.

12.2 The 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.

ARTICLE XIII

INDEMNIFICATION

13.1 To the fullest extent allowed by law and to the extent not otherwise articulated in this Agreement, Solvay shall indemnify, defend, and save harmless National Grid, 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 exist on the Effective Date of this Agreement or arise at any time thereafter, (including but not limited to fees and disbursements of counsel incurred by National Grid in any action or proceeding between National Grid and Solvay or between National Grid 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 this Agreement, or the work performed hereunder, or any equipment, property or facilities used by the other Party, its agents, employees, contractors, and suppliers except unless such loss, damage, injury or expense are the result of National Grid's sole negligent actions or omissions; 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.

13.2 Solvay agrees to indemnify, defend, and save National Grid and its 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 Solvay of said laws, ordinances, rules, regulations, permits, licenses, approvals, certificates and requirements thereunder. Solvay agrees to bear fully all civil and criminal penalties that may arise from its activities or from its violations or from its failure to comply with the aforementioned laws and requirements, whether such penalties are assessed against Solvay or National Grid. 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 Solvay, Solvay shall be liable to the extent or degree of its negligence, as determined by the adjudication of comparative negligence.

13.4 Solvay shall take prompt action to defend and indemnify National Grid against claims, actual or threatened, but in no event later than the service of notice, summons, complaint, petition to other service of process against Solvay 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 Solvay, it's agents, employees, contractors or suppliers. Solvay 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.

13.5 Furthermore, Solvay understands and agrees it is responsible for any and all costs and expenses incurred by National Grid to enforce this indemnification provision.

13.6 The 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 Solvay and National Grid 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.

14.3Neither 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.

14.4 The 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 third-party beneficiary to this Agreement.

15.3 Except as provided for in paragraphs 15.3.1, 15.3.2 and 15.3.3, 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 Solvay may, with only prior written notice to National Grid, assign, transfer, pledge, or otherwise dispose of its rights and interests under this Agreement to any lender or financial institution in connection with the financing or refinancing of Solvay Interconnection Facilities, the Solvay Stations or property acquisition therefore.

15.3.2 National Grid may, with only prior written notice to Solvay, assign, transfer, pledge, or otherwise dispose of National Grid's rights and interests under this Agreement to any lender or financial institution in connection with the financing or refinancing of the National Grid Transmission System or property acquisition therefore.

15.3.3Any company or entity which succeeds by purchase, merger or consolidation of the properties and assets, substantially or entirely, of National Grid or Solvay shall
be entitled to the rights and shall be subject to the obligations of National Grid or Solvay 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 or any interest in the Interconnection Facilities or the Transmission System.

15.5 Any assignment in violation of Article XV shall be considered null and void from its inception and National Grid reserves the right to disconnect the Solvay Substations from National Grid Interconnection Facilities.

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 attorney's fees) or cause of action, incurred by the other Party as a result of said 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.

15.8 This Agreement shall bind and inure to the benefit of the Parties to this Agreement, their successors and permitted assigns.

ARTICLE XVI
APPROVAL

16.1 National Grid 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.

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

17.3 No 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.

ARTICLE XVIII

AMENDMENT AND MODIFICATION

18.1 This Agreement may be amended or modified if the amendment or modification is in writing and executed by both Parties.

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 Except as provided for in Section 9.5, nothing in this Agreement shall be construed as affecting in any way the right of National Grid 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 FPA and pursuant to FERC's rules and regulations promulgated thereunder.

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 Solvay and National Grid 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 Solvay and National Grid waive personal service by manual delivery and agree that service of process on Solvay or National Grid in any action concerning or arising out of this Agreement may be made by registered or certified mail, return receipt requested, delivered to Solvay or National Grid 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 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 Articles XIX, XX, and, to the extent applicable, at FERC.

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 National Grid. 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 National Grid, or its directors, officers, employees, agents and Affiliates, be liable to Solvay, 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 Solvay Stations, 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 Transmission System, including any such damages which are based upon causes of action for breach of contract, tort, breach of warranty or strict liability, except for National Grid's sole negligence resulting in damages under this Section not to exceed $200,000.00.

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.

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 of the Parties as to the subject matter of this Agreement. This Agreement merges and supersedes all prior agreements, commitments, representations, writings and discussions between the Parties with respect to the Interconnection Facilities.

ARTICLE XXVI

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.

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

Title: Director, Transmission Commercial

Authorized Representative of Niagara Mohawk Power Corporation