Puget Sound Energy, Inc.

Original Volume No. 1

Effective Date: 11/01/1998, Docket: CP98-250-002, Status: Effective

Original Sheet No. 24 Original Sheet No. 24 : Effective

court, commission, or governmental agency having jurisdiction.

Each Owner represents and warrants that:

2.1.1 It has the power and authority to execute this Agreement and

that the execution and delivery of this Agreement has been duly

approved by each Owner's (and if applicable its parent's) Board of

Directors, if required, and that this Agreement, when executed and

delivered, will be valid and binding on such Owner; and

2.1.2 It will be authorized to do business in the State of

Washington as of the Effective Date and will remain authorized at

all times during the term of this Agreement.

2.2 Ownership Interest

2.2.1 The Storage Project shall be owned by the Owners as tenants

in common, with each Owner's respective undivided interest

(Ownership Interest) in the Storage Project (including all

regulatory permits, licenses and authorizations for the Storage

Project) being in the following percentage (Ownership Percentage):

Owner Ownership Percentage

Northwest 33-1/3%

Water Power 33-1/3%

PSE 33-1/3%

as such percentages may be revised pursuant to Section 2.3 and

ARTICLE 4. Each Owner promptly and with due diligence shall take

all necessary actions and seek all regulatory approvals, licenses

and permits necessary to carry out its obligations under this

Agreement.

2.2.2 Subject to ARTICLE 6, each Owner shall bear a risk of loss

of or damage to the Storage Project proportionate to such Owner's

Ownership Percentage.