Puget Sound Energy, Inc.

Original Volume No. 1

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

Original Sheet No. 28 Original Sheet No. 28 : Effective

Interest on the same terms and conditions as those contained in

the Notice ("Option").

2.3.2.6 If any one or more of the non-transferring Owners submits

a timely written offer to purchase the Offered Interest on the

same terms and conditions as those contained in the Notice, the

Transferring Owner and such non-transferring Owner(s) must

promptly execute the necessary documents to transfer to such non-

transferring Owner(s) the Offered Interest, pro rata (determined

by dividing the Ownership Percentage of each of the non-

transferring Owners submitting a written offer to purchase by the

sum of the Ownership Percentage of each Owner submitting a written

offer to purchase). For purposes of this Section 2.3.2.6, if the

Qualifying Offer was tendered by an Owner, such Owner will be

deemed to have submitted a written offer to purchase under this

Section 2.3.2.6. Nothing in this ARTICLE 2 precludes the Owners

from jointly offering to purchase the Offered Interest.

2.3.2.7 If the non-transferring Owners do not submit timely

written offers to purchase the Offered Interest, the Transferring

Owner may transfer such interest to the Offeror identified in the

Notice pursuant to this Section 2.3.2.7, and on the same terms and

conditions as therein specified. Upon disclosure of the portion

of the transfer documents to the non-transferring Owners as is

necessary to confirm that those documents provide for a transfer

of the Offered Interest on the same terms and conditions as those

contained in the Notice, Offeror will be admitted as an Owner.

2.3.2.8 A recordable document evidencing the right of first

refusal and the waiver of partition, pursuant to this Agreement,

shall be executed and acknowledged by the Owners and recorded in

Lewis County, Washington, by the Project Operator within sixty

(60) days of the Effective Date.

2.3.2.9 Upon any transfer of Ownership Interest under

Section 2.3.2, as to the interest so transferred, the transferee

will become an Owner, with all the same rights and obligations

under this Agreement as the