Puget Sound Energy, Inc.

Original Volume No. 1

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

Original Sheet No. 29 Original Sheet No. 29 : Effective

transferring Owner and the transferee and Transferring Owner will

not be treated as a single Owner for purposes of this agreement.

2.3.3 Miscellaneous Transfer Provisions

2.3.3.1 Any transfer under Section 2.3 will be made

expressly subject to the terms of this Agreement.

2.3.3.2 Promptly upon completion of any transfer of

Ownership Interest under Section 2.3, the Owners will amend the

Ownership Percentages of each Owner set forth in ARTICLE 2, the

Weighted Shares of Capital Costs and Weighted Shares of O&M Costs

set forth in Exhibit B, the Shares set forth in Exhibit D, and the

Storage Service Rights and Cushion Gas Requirement set forth in

Exhibit E. Consistent with Section 2.3.1, for Owners that have

transferred less than a full Ownership Interest to an

Affiliate(s), the foregoing amendments described in this Section

2.3.3.2 shall reflect for the Owner and its Affiliates' Ownership

Interest a single percentage or allocation as if the Owner and

Affiliate(s) were a single Owner (for informational purposes only,

an Affiliates' percentages and allocations may be shown on the

amendments).

2.3.3.3 Nothing contained in this Agreement will prevent

any assignment, pledge, or other transfer creating a security

interest (and any transfer made in foreclosure or other

enforcement of such security interest) in all or any portion of an

Owner's Ownership Interest, provided that the secured party will

hold the same subject to all of the terms of this Agreement.

Further, such secured party or any party other than an entity

whose business purpose is in the natural gas business acquiring an

interest through foreclosure will not have a voice in the

management or administration of the Storage Project as a result of

any such transfer. Further, in the event of a default by an Owner

which results in a foreclosure notice of the security interest

created in said Owner's Ownership Interest, any remaining Owner(s)

may cure the default. Prior to any cure, sixty (60) days' written

notice must be provided to the defaulting Owner demanding that the

default be cured. After such time, the default may be cured by

any Owner or Owners at which time the Ownership Interest cured

shall be